Common use of WITNESS my hand and official seal Clause in Contracts

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A., as trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ5 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March 1, 2005 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer under the Pooling and Servicing Agreement ("GMAC"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 S-2A FORM OF POWER OF ATTORNEY FOR TO GENERAL SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION LNR Partners, Inc. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 LNR Partners, Inc. 1601 Washington Avenue, Suite 700 Miami Beach, Florida 33139 Attentixx: Xxxxxx Xxxxxxx Xxxxxxx X Xxx., Xxxxxxxxxx XxxxxxXxxxxxxx Xxxx-Through Certixxxxxxs, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005Xxxxxs 2007-HQ5 IQ13 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.U.S. BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through CertificatesCertixxxxxxs, Series 2005Xxxxxs 2007-HQ5 IQ13 (the "Trustee"), under that certain Pooling and Servicing Agreement dated as of March 1, 2005 2007 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONLNR PARTNERS, INC., as Special Servicer general special servicer under the Pooling and Servicing Agreement (the "GMACGeneral Special Servicer"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC LNR Partners, Inc. to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC LNR Partners, Inc. of its duties as General Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC LNR Partners, Inc. full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC LNR Partners, Inc. shall lawfully do or cause to be done by virtue hereof. Notwithstanding anything contained herein to the contrary, the General Special Servicer shall not, without the Trustee's written consent: (i) initiate any action, suit or proceeding directly relating to the servicing of a Mortgage Loan solely under the Trustee's name without indicating the General Special Servicer's representative capacity, (ii) initiate any other action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller (each as defined in the Pooling and Servicing Agreement) for breaches of representations and warranties) solely under the Trustee's name, (iii) engage counsel to represent the Trustee in any action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller for breaches of representations and warranties), or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 S-1B FORM OF POWER OF ATTORNEY FOR SPECIAL TO NCB MASTER SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION NCB, FSB AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxNCB, 00xx Xxxxx Xxx XxxxxxxxxFSB 1725 Eye Street, XX 00000 N.W., Suite 600 Washington, D.C., 20006 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space above this Kxxxxxxx Xxxxx, Xxxx Xxxxxx Xxxxxx Xxxxxxxxx Spaxx xxxxx xxxx line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.U.S. BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through CertificatesCertixxxxxxs, Series 2005Xxxxxs 2007-HQ5 IQ13 (the "Trustee"), under that certain Pooling and Servicing Agreement dated as of March 1, 2005 2007 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONNCB, FSB, as Special Servicer NCB master servicer under the Pooling and Servicing Agreement (the "GMACNCB Master Servicer"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC NCB, FSB to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC NCB, FSB of its duties as Special NCB Master Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC NCB, FSB full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC NCB, FSB shall lawfully do or cause to be done by virtue hereof. Notwithstanding anything contained herein to the contrary, the NCB Master Servicer shall not, without the Trustee's written consent: (i) initiate any action, suit or proceeding directly relating to the servicing of a Mortgage Loan solely under the Trustee's name without indicating the NCB Master Servicer's representative capacity, (ii) initiate any other action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller (each as defined in the Pooling and Servicing Agreement) for breaches of representations and warranties) solely under the Trustee's name, (iii) engage counsel to represent the Trustee in any action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller for breaches of representations and warranties), or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR TO CO-OP SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION National Consumer Cooperative Bank AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxNational Consumer Cooperative Bank 1725 Eye Street, 00xx Xxxxx Xxx XxxxxxxxxN.W. Washington, XX 00000 D.C. 20006 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space above this Kathleen Luzix, Xxxx Xxxxxx Xxxxxx Xxxxxxxxx Spaxx xxxxx xxxx line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.U.S. BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through CertificatesCertixxxxxxs, Series 2005Xxxxxs 2007-HQ5 IQ13 (the "Trustee"), under that certain Pooling and Servicing Agreement dated as of March 1, 2005 2007 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONNATIONAL CONSUMER COOPERATIVE BANK ("NCCB"), as Special Servicer co-op special servicer under the Pooling and Servicing Agreement (the "GMACCo-op Special Servicer"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC NCCB to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC NCCB of its duties as Co-op Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC NCCB full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC NCCB shall lawfully do or cause to be done by virtue hereof. Notwithstanding anything contained herein to the contrary, the Co-op Special Servicer shall not, without the Trustee's written consent: (i) initiate any action, suit or proceeding directly relating to the servicing of a Mortgage Loan solely under the Trustee's name without indicating the Co-op Special Servicer's representative capacity, (ii) initiate any other action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller (each as defined in the Pooling and Servicing Agreement) for breaches of representations and warranties) solely under the Trustee's name, (iii) engage counsel to represent the Trustee in any action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller for breaches of representations and warranties), or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION XXXXX FARGO BANK, N.A. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION ARCAP SERVICING, INC. 0000 Xxxxx XxxXxxxxx Xxxx. Xxxxx 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 [ ] Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ5 TOP17 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March January 1, 2005 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONARCAP SERVICING, INC., as Special Servicer under the Pooling and Servicing Agreement ("GMACARCAP"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC ARCAP to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC ARCAP of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC ARCAP full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC ARCAP shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 S-1A FORM OF POWER OF ATTORNEY FOR SPECIAL PAR MASTER SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION PRUDENTIAL ASSET RESOURCES, INC. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxPRUDENTIAL ASSET RESOURCES, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 INC. [ADDRESS] Space above this line for Recorder's use -------------------------------------------------------------------------------- ________________________________________________________________________________ LIMITED POWER OF ATTORNEY (SPECIALMASTER) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ5 HQ6 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March August 1, 2005 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONPRUDENTIAL ASSET RESOURCES, INC., as Special Master Servicer under the Pooling and Servicing Agreement ("GMACPAR"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC PAR to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC PAR of its duties as Special Master Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC PAR full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC PAR shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 -------------------------------------------------------------------------------- XXXXXXX X-0 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION XXXXX FARGO BANK, N.A. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 20052004-HQ5 HQ4 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20052004-HQ5 HQ4 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March October 1, 2005 2004 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer under the Pooling and Servicing Agreement ("GMAC"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION XXXXX FARGO BANK, N.A. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: :Commercial Mortgage Pass- Through Certificates Series 20052001-HQ5 TOP3 -------------------------------------------------------------------------------- Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20052001-HQ5 TOP3 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March July 1, 2005 2002 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer under the Pooling and Servicing Agreement ("GMAC"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION CWCAPITAL ASSET MANAGEMENT LLC AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxCWCAPITAL ASSET MANAGEMENT LLC One Xxxxxxx River Place 00 Xxxxxxxx Xxxxxx Needham, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 MA 02494 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 HQ6 Space above this line for Recorder's use -------------------------------------------------------------------------------- ________________________________________________________________________________ LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ5 HQ6 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March August 1, 2005 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONCWCAPITAL ASSET MANAGEMENT LLC, as Special Servicer under the Pooling and Servicing Agreement ("GMACCWCAPITAL"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC CWCAPITAL to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC CWCAPITAL of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC CWCAPITAL full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC CWCAPITAL shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION XXXXX FARGO BANK, N.A. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION ARCAP SERVICING, INC. 0000 Xxxxx XxxXxxxxx Xxxx. Xxxxx 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 [ ] Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20052004-HQ5 TOP15 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March July 1, 2005 2004 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONARCAP SERVICING, INC., as Special Servicer under the Pooling and Servicing Agreement ("GMACARCAP"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC ARCAP to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC ARCAP of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC ARCAP full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC ARCAP shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION XXXXX FARGO BANK, N.A. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxARCAP SPECIAL SERVICING, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 INC. [Address] Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 [ ] Space above this line for Recorder's use -------------------------------------------------------------------------------- ------------------------------------------------------------------------------ LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20052003-HQ5 TOP9 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March February 1, 2005 2003 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONARCAP SPECIAL SERVICING, INC., as Special Servicer under the Pooling and Servicing Agreement ("GMACARCAP"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC ARCAP to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC ARCAP of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC ARCAP full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC ARCAP shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature ----------------------, ---- [___________] Recorder Re: Request That Statement of Notary (Affix seal Documentary Transfer Tax Not be Recorded Dear Sir: Request is hereby made in accordance with Section 11932 of the Revenue and Taxation Code that this statement of tax due not be recorded with the attached deed but be affixed to the deed after recordation and before return as directed on the deed. The attached deed names SELCO SERVICE CORPORATION, an Ohio corporation doing business in California as Ohio SELCO Service Corporation, as grantor, and [PURCHASER], a _________________, as grantee. The property being transferred and described in the above blank spaceattached deed is located in the [City of _________ and County of_______], State of California. The amount of Documentary Transfer Tax due on the attached deed is $__________, computed on full value of the property conveyed. SELCO SERVICE CORPORATION By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- EXHIBIT C(2) ================================================================================ EXHIBIT S-2 FORM ACKNOWLEDGMENT AND DISCLAIMER OF POWER REPRESENTATIONS AND WARRANTIES THIS ACKNOWLEDGMENT OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION DISCLAIMER OF REPRESENTATIONS AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxWARRANTIES (this "Certificate") is made as of ___________, 00xx Xxxxx Xxx Xxxxxxxxx____ by [PURCHASER], XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A., as trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ5 a _____________ ("TrusteeGrantee"). Contemporaneously with execution of this Acknowledgement, SELCO SERVICE CORPORATION, an Ohio corporation doing business in California as Ohio SELCO Service Corporation ("Grantor"), under that certain Pooling is executing and Servicing delivering to Grantee a Quitclaim Deed and a Bill xx Sale (the foregoing documents and any other documents to be executed and delivered to Grantee in connection therewith are herein called the "Conveyancing Documents" and any of the properties, rights or other matters assigned, transferred or conveyed pursuant thereto are herein collectively called the "Property") pursuant to the terms of a Purchase Agreement dated as of March 1June 30, 2005 1999 by and between Grantor and Silicon Valley Group, Inc., a Delaware corporation ("Lessee"). Notwithstanding any provision contained in the Conveyancing Documents to the contrary, Grantee acknowledges that Grantor is selling and Grantee is purchasing the Property on an "as is, with all faults" basis and that, except as expressly set forth in the Conveyancing Documents executed by Grantor to the contrary, Grantee is not relying on any representations or warranties of any kind whatsoever, express or implied, from Grantor, its agents, or brokers as to any matters concerning the Property including (a) the condition of the Property (including any improvements to the Property); (b) title to the Property (including possession of the Property by any individual or entity or the existence of any lien or any other right, title or interest in or to any of the Property in favor of any person, but excluding any Lessor Liens as defined in that certain Participation Agreement dated as of June 30, 1999 among Grantor, Lessee, the Participants and KeyBank National Association, as agent for the Participants (in such capacity, "Agent")); (c) the value, habitability, usability, design, operation or fitness for use of the Property; (d) the availability or adequacy of utilities and other services to the Property; (e) any latent, hidden or patent defect in the Property; (f) the zoning or status of the Property or any other restrictions on the use of the Property; (g) the economics of the Property; (h) any damage to, destruction or, or decrease in the value of all or any portion of the Property or any condemnation or other taking or sale of all or any portion of the Property, by or on account of any actual or threatened eminent domain proceeding or other taking of action by any governmental authority or other person have the power of eminent domain; or (i) the compliance of the Property with any applicable law, rule, regulation, ordinance, order, code, judgment or similar form of decision of any governmental authority or any terms, conditions or requirements imposed by any policies of insurance relating to the Property. [See next page] The provisions of this Acknowledgement shall be binding on Grantee, its successors and assigns and any other party claiming through Grantee. Grantee hereby acknowledges that Grantor is entitled to rely and is relying on this Certificate. EXECUTED as of ____________, _______. [PURCHASER] By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- C(2)-2 24 EXHIBIT D BILL XX SALE FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, SELCO SERVICE CORPORATION, an Ohio corporation doing business in California as Ohio SELCO Service Corporation ("Seller") does hereby sell, transfer and convey to [PURCHASER], a _________________________ ("Purchaser"), the personal property owned by Seller in connection with that certain real property commonly known as _______________, _________, California, including, without limitation, the personal property itemized on SCHEDULE 1 attached hereto and incorporated herein by this reference (the "Pooling and Servicing AgreementProperty"). Seller is selling and Purchaser is purchasing the Property on an "as is, does hereby nominatewith all faults" basis and, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATION, except as Special Servicer under the Pooling and Servicing Agreement ("GMAC"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC to service and administer the Mortgage Loans (as defined expressly set forth in the Pooling and Servicing Agreement) in connection with Conveyancing Documents executed by Seller to the performance by GMAC contrary, Purchaser is not relying on any representations or warranties of any kind whatsoever, express or implied, from Seller, its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC full power and authority to do and perform any and every act necessary, requisiteagents, or proper brokers as to any matters concerning the Property including (a) the condition of the Property; (b) title to the Property (including possession of the Property by any individual or entity or the existence of any lien or any other right, title or interest in connection with or to any of the foregoing and hereby ratifyingProperty in favor of any person); (c) the value, approving habitability, usability, design, operation or confirming all that GMAC shall lawfully do fitness for use of the Property; or cause to be done by virtue hereof.(d) any latent, hidden or patent defect in the Property. Dated: ____________, ____ SELCO SERVICE CORPORATION By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- [PURCHASER] By: ----------------------------------- Name: --------------------------------- Title: --------------------------------

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 S-2A FORM OF POWER OF ATTORNEY FOR TO GENERAL SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION LNR PARTNERS, INC. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 LNR Partners, Inc. 1601 Washington Avenue, Suite 800 Miami Beach, Florida 33139 Attentxxx: Xxxxxx Xxxxxxx Xxxxxxx X Xxx., Xxxxxxxxxx XxxxxxXxxxxxxx Xxxx-Through Certixxxxxxs, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005Xxxxxs 2006-HQ5 IQ11 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through CertificatesCertixxxxxxs, Series 2005Xxxxxs 2006-HQ5 IQ11 (the "Trustee"), under that certain Pooling and Servicing Agreement dated as of March June 1, 2005 2006 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONLNR PARTNERS, INC., as Special Servicer general special servicer under the Pooling and Servicing Agreement (the "GMACGeneral Special Servicer"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC LNR Partners, Inc. to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC LNR Partners, Inc. of its duties as General Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC LNR Partners, Inc. full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC LNR Partners, Inc. shall lawfully do or cause to be done by virtue hereof. Notwithstanding anything contained herein to the contrary, the General Special Servicer shall not, without the Trustee's written consent: (i) initiate any action, suit or proceeding directly relating to the servicing of a Mortgage Loan solely under the Trustee's name without indicating the General Special Servicer's representative capacity, (ii) initiate any other action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller (each as defined in the Pooling and Servicing Agreement) for breaches of representations and warranties) solely under the Trustee's name, (iii) engage counsel to represent the Trustee in any action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller for breaches of representations and warranties), or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION XXXXX FARGO BANK, N.A. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION ARCAP SERVICING, INC. 0000 Xxxxx XxxXxxxxx Xxxx. Xxxxx 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 [ ] Space above this line for Recorder's use -------------------------------------------------------------------------------- ------------------------------------------------------------------------------ LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Bear Xxxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20052004-HQ5 TOP14 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March May 1, 2005 2004 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONARCAP SERVICING, INC., as Special Servicer under the Pooling and Servicing Agreement ("GMACARCAP"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC ARCAP to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC ARCAP of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC ARCAP full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC ARCAP shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION XXXXX FARGO BANK, N.A. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION ARCAP SERVICING, INC. 0000 Xxxxx XxxXxxxxx Xxxx. Xxxxx 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 [_____________________] Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANKLASALLE BANK NATIONAL ASSOCIATION, N.A., as trustee AS TRUSTEE AND CUSTODIAN for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20052006-HQ5 TOP23 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March August 1, 2005 2006 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONARCAP SERVICING, INC., as Special Servicer under the Pooling and Servicing Agreement ("GMACARCAP"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC ARCAP to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC ARCAP of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC ARCAP full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC ARCAP shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature Notary Public, State of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxCalifornia JPMorgan Chase Bank, 00xx Xxxxx Xxx XxxxxxxxxNational Association c/o Chase Home Finance LLC 10790 Rancho Bernado San Diego, Calixxxxxx 00000 XxxXx Xxxxxxxxx Corporation 4837 Watt Avenue North Highlands, Caxxxxxxxx 00000-0000 XXXXXXX XXXXX XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL XXXXXXXX XXXX XXL MEN BY THESE PRESENTS, that XXXXX FARGO BANKDeutsche Bank National Trust Company, N.A.a national banking association organized and existing under the laws of the United States, and having its principal place of business at 1761 East St. Andrew Place, Santa Anx, Xxxxxxxxxx 00000, xx Trustee pursuant to that Morgan Stanley ABS Capital I Inc. Trxxx 0000-0 Xxxling and Servicing Agreement, dated as trustee for Xxxxxx Xxxxxxx of January 1, 2006, among Morgan Stanley ABS Capital I Inc., Commercial Mortgage Pass-Through Certificatesax Xxxxsxxxx, Series 2005-HQ5 XPMorgan Chase Bank, National Association, as a Servicer, HomEq Servicing Corporation, as Servicer ("TrusteeHomEq"), under that certain Pooling NC Capital Corporation, as a responsible party ("NC Capital"), and Servicing Deutsche Bank National Trust Company, as Trustee, hereby constitutes and appoints [JPMorgan] [HomEq], by and through [HomEq's] [JPMorgan's] officers, the Trustee's true and lawful Attorney-in-fact, in the Trustee's name, place and stead and for the Trustee's benefit, in connection with all mortgage loans serviced by [JPMorgan] [HomEq] pursuant to the Agreement dated as solely for the purpose of March 1, 2005 performing such acts and executing such documents in the name of the Trustee necessary and appropriate to effectuate the following enumerated transactions in respect of any of the mortgages or deeds of trust (the "Pooling Mortgages" and Servicing Agreementthe "), does hereby nominate, constitute Deeds of Trust" respectively) and appoint GMAC COMMERCIAL MORTGAGE CORPORATION, promissory notes secured thereby (the "Mortgage Notes") for which the undersigned is acting as Special Servicer under Trustee for various certificateholders (whether the Pooling and Servicing Agreement ("GMAC"), undersigned is named therein as its true and lawful attorney-in-fact for it and in its name, place, stead mortgagee or beneficiary or has become mortgagee by virtue of endorsement of the Mortgage Note secured by any such Mortgage or Deed of Trust) and for its use which [JPMorgan] [HomEq] is acting as servicer. This Appointment shall apply only to the following enumerated transactions and benefit: To perform any and all acts which may be necessary nothing herein or appropriate to enable GMAC to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with Agreement shall be construed to the performance by GMAC of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC shall lawfully do or cause to be done by virtue hereof.contrary:

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR TO CO-OP SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION National Consumer Cooperative Bank AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxNational Consumer Cooperative Bank 1725 Eye Street, 00xx Xxxxx Xxx XxxxxxxxxN.W. Washington, XX 00000 D.C. 20006 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space above this Kathleen Luzix, Xxxx Xxxxxx Xxxxxxx Xxxxxxxxx Spxxx xxxxx xxxx line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through CertificatesCertixxxxxxs, Series 2005Xxxxxs 2006-HQ5 IQ11 (the "Trustee"), under that certain Pooling and Servicing Agreement dated as of March June 1, 2005 2006 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONNATIONAL CONSUMER COOPERATIVE BANK ("NCCB"), as Special Servicer co-op special servicer under the Pooling and Servicing Agreement (the "GMACCo-op Special Servicer"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC NCCB to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC NCCB of its duties as Co-op Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC NCCB full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC NCCB shall lawfully do or cause to be done by virtue hereof. Notwithstanding anything contained herein to the contrary, the Co-op Special Servicer shall not, without the Trustee's written consent: (i) initiate any action, suit or proceeding directly relating to the servicing of a Mortgage Loan solely under the Trustee's name without indicating the Co-op Special Servicer's representative capacity, (ii) initiate any other action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller (each as defined in the Pooling and Servicing Agreement) for breaches of representations and warranties) solely under the Trustee's name, (iii) engage counsel to represent the Trustee in any action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller for breaches of representations and warranties), or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.

WITNESS my hand and official seal. Signature Notary Public, State of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxCalifornia JPMorgan Chase Bank, 00xx National Association c/o Chase Home Finance LLC 10790 Rancho Bernado San Diego, California 92127 HomEq Servicing Corpoxxxxxx 0000 Xxxx Xxxxxx Xxxxx Xxx XxxxxxxxxHighlands, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005California 95660-HQ5 Space above this line for Recorder's use -------------------------------------------------------------------------------- 5101 LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTSXX XXXXXXXX XXXX XXX XXX XX XXXXX XXXXXXXX, that XXXXX FARGO BANKxxxx Xxxxxche Bank National Trust Company, N.A.a national banking association organized and existing under the laws of the United States, and having its principal place of business at 1761 East St. Andrew Place, Santa Ana, California 92705, as trustee for Trustee purxxxxx xx xxxx Xxxxxx Xxxxxxx ABS Capital I Inc. Trust 2006-1 Pooling and Servicing Agxxxxxxt, xxxxx as of January 1, 2006, among Morgan Stanley ABS Capital I Inc., Commercial Mortgage Pass-Through Certificatesas Depositor, Series 2005-HQ5 JPMorgan Chase Bank, Nxxxxxxl Xxxxxxation, as a Servicer, HomEq Servicing Corporation, as Servicer ("TrusteeHomEq"), under that certain Pooling NC Capital Corporation, as a responsible party ("NC Capital"), and Servicing Deutsche Bank National Trust Company, as Trustee, hereby constitutes and appoints [JPMorgan] [HomEq], by and through [HomEq's] [JPMorgan's] officers, the Trustee's true and lawful Attorney-in-fact, in the Trustee's name, place and stead and for the Trustee's benefit, in connection with all mortgage loans serviced by [JPMorgan] [HomEq] pursuant to the Agreement dated as solely for the purpose of March 1, 2005 performing such acts and executing such documents in the name of the Trustee necessary and appropriate to effectuate the following enumerated transactions in respect of any of the mortgages or deeds of trust (the "Pooling Mortgages" and Servicing Agreementthe "), does hereby nominate, constitute Deeds of Trust" respectively) and appoint GMAC COMMERCIAL MORTGAGE CORPORATION, promissory notes secured thereby (the "Mortgage Notes") for which the undersigned is acting as Special Servicer under Trustee for various certificateholders (whether the Pooling and Servicing Agreement ("GMAC"), undersigned is named therein as its true and lawful attorney-in-fact for it and in its name, place, stead mortgagee or beneficiary or has become mortgagee by virtue of endorsement of the Mortgage Note secured by any such Mortgage or Deed of Trust) and for its use which [JPMorgan] [HomEq] is acting as servicer. This Appointment shall apply only to the following enumerated transactions and benefit: To perform any and all acts which may be necessary nothing herein or appropriate to enable GMAC to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with Agreement shall be construed to the performance by GMAC of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC shall lawfully do or cause to be done by virtue hereof.contrary:

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 --------------------------------------- Space above this line for Recorder's use -------------------------------------------------------------------------------- ------------------------------------------------------------------------------ LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Bear Xxxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20052000-HQ5 WF2 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March October 1, 2005 2000 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer under the Pooling and Servicing Agreement ("GMAC"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC shall lawfully do or cause to be done by virtue hereof. Notwithstanding anything contained herein to the contrary, the Special Servicer shall not without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating Special Servicer's representative capacity, or (ii) take any action which has the effect of causing the Trustee to be registered to do business in any state.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 S-1B FORM OF POWER OF ATTORNEY FOR SPECIAL TO PRUDENTIAL MASTER SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION Prudential Asset Resources, Inc. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxPrudential Asset Resources, 00xx Xxxxx Xxx XxxxxxxxxInc. 2200 Ross Avenue, XX 00000 Suite 4900E Dallas, Texas 75201 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space [_____] Xxxxx above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX WELLS FARGO BANK, N.A., as trustee for Xxxxxx Xxxxxxx Morgan Stanley Capital I Inc., Commercial Xxxxercial Mortgage Pass-Through CertificatesCertixxxxxxs, Series 2005Xxxxxs 2006-HQ5 IQ12 (the "Trustee"), under that certain Pooling and Servicing Agreement dated as of March December 1, 2005 2006 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONPrudential Asset Resources, Inc., as Special Servicer Prudential master servicer under the Pooling and Servicing Agreement (the "GMACPrudential Master Servicer"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC Prudential Asset Resources, Inc. to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC Prudential Asset Resources, Inc. of its duties as Special Prudential Master Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC Prudential Asset Resources, Inc. full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC Prudential Asset Resources, Inc. shall lawfully do or cause to be done by virtue hereof. Notwithstanding anything contained herein to the contrary, the Prudential Master Servicer shall not, without the Trustee's written consent: (i) initiate any action, suit or proceeding directly relating to the servicing of a Mortgage Loan solely under the Trustee's name without indicating the Prudential Master Servicer's representative capacity, (ii) initiate any other action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller (each as defined in the Pooling and Servicing Agreement) for breaches of representations and warranties) solely under the Trustee's name, (iii) engage counsel to represent the Trustee in any action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller for breaches of representations and warranties), or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION XXXXX FARGO BANK, NATIONAL ASSOCIATION AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxCenterline Servicing Inc. 0000 X. X'Xxxxxx Blvd., 00xx Xxxxx Xxx XxxxxxxxxSuite 600 Irving, XX 00000 Texas 75039 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as trustee and custodian ("Trustee") for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20052007-HQ5 ("Trustee")HQ13, under that certain Pooling and Servicing Agreement dated as of March December 1, 2005 2007 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONCENTERLINE SERVICING INC., as Special Servicer special servicer under the Pooling and Servicing Agreement (the "GMACSpecial Servicer"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC Special Servicer to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC Special Servicer of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC Special Servicer full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC Special Servicer shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 S-1B FORM OF POWER OF ATTORNEY FOR SPECIAL TO PRUDENTIAL MASTER SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION Prudential Asset Resources, Inc. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxPrudential Asset Resources, 00xx Xxxxx Xxx XxxxxxxxxInc. 2200 Ross Avenue, XX 00000 Suite 4900E Dallas, Texas 75201 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space [_____] Xxxxx above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX WELLS FARGO BANK, N.A., as trustee for Xxxxxx Xxxxxxx Morgan Stanley Capital I Inc., Commercial Xxmmercial Mortgage Pass-Through CertificatesCerxxxxxxtxx, Series 2005Xxxies 2006-HQ5 IQ12 (the "Trustee"), under that certain Pooling and Servicing Agreement dated as of March December 1, 2005 2006 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONPrudential Asset Resources, Inc., as Special Servicer Prudential master servicer under the Pooling and Servicing Agreement (the "GMACPrudential Master Servicer"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC Prudential Asset Resources, Inc. to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC Prudential Asset Resources, Inc. of its duties as Special Prudential Master Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC Prudential Asset Resources, Inc. full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC Prudential Asset Resources, Inc. shall lawfully do or cause to be done by virtue hereof. Notwithstanding anything contained herein to the contrary, the Prudential Master Servicer shall not, without the Trustee's written consent: (i) initiate any action, suit or proceeding directly relating to the servicing of a Mortgage Loan solely under the Trustee's name without indicating the Prudential Master Servicer's representative capacity, (ii) initiate any other action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller (each as defined in the Pooling and Servicing Agreement) for breaches of representations and warranties) solely under the Trustee's name, (iii) engage counsel to represent the Trustee in any action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller for breaches of representations and warranties), or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION WELLS FARGO BANK, N.A. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: :Commercial Mortgage Pass- Through Certificates Series 20052002-HQ5 TOP6 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Capital I Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20052002-HQ5 TOP6 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March 1, 2005 2002 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer under the Pooling and Servicing Agreement ("GMAC"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ -------------------------------------------------------------------------------- EXHIBIT S-2 S-2A FORM OF POWER OF ATTORNEY FOR TO DC HILTON SPECIAL SERVICER RECORDING REQUESTED RECORDIXX XXXXXXTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION PRUDENTIAL ASSET RESOURCES, INC. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxPRUDENTIAL ASSET RESOURCES, 00xx INC. 2200 Ross Avenue, Suite 4900E Dallax, Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Morgan Stanley Capital I Inc., Commxxxxxx Xxxxxxxe Pass-Through Certificates Certificates, Series 20052007-HQ5 IQ15 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX WELLS FARGO BANK, N.A.NATIONAL ASSOCIATXXX, as trustee for Xxxxxx Xxxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Commxxxxxx Xxxxxxxe Pass-Through Certificates, Series 20052007-HQ5 IQ15 (the "Trustee"), under that certain Pooling and Servicing Agreement dated as of March August 1, 2005 2007 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONPrudential Asset Resources, Inc., as Special Servicer under DC Hilton Mortgage Loan special serxxxxx xxxer the Pooling and Servicing Agreement (the "GMACDC Hilton Special Servicer"), as its true and itx xxxx xxd lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC Prudential Asset Resources, Inc. to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC Prudential Asset Resources, Inc. of its duties as DC Hilton Special Servicer under the Pooling thx Xxxxxxx and Servicing Agreement, giving and granting unto GMAC Prudential Asset Resources, Inc. full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC Prudential Asset Resources, Inc. shall lawfully do or cause to be done by virtue hereof. Notwithstanding anything contained herein to the contrary, the DC Hilton Special Servicer shall nox, xxxxxxt the Trustee's written consent: (i) initiate any action, suit or proceeding directly relating to the servicing of a Mortgage Loan solely under the Trustee's name without indicating the DC Hilton Special Servicer's represxxxxxxxx capacity, (ii) initiate any other action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller (each as defined in the Pooling and Servicing Agreement) for breaches of representations and warranties) solely under the Trustee's name, (iii) engage counsel to represent the Trustee in any action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller for breaches of representations and warranties), or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION XXXXX FARGO BANK, N.A. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: :Commercial Mortgage Pass- Through Certificates Series 20052001-HQ5 TOP5 Space above this line for Recorder's Recorder"s use -------------------------------------------------------------------------------- ________________________________________________________________________________ LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20052001-HQ5 TOP5 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March December 1, 2005 2002 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer under the Pooling and Servicing Agreement ("GMAC"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION XXXXX FARGO BANK, N.A. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION ARCAP SERVICING, INC. 0000 Xxxxx XxxXxxxxx Xxxx. Xxxxx 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 [__________________] Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Bear Xxxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ5 TOP20 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March October 1, 2005 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONARCAP SERVICING, INC., as Special Servicer under the Pooling and Servicing Agreement ("GMACARCAP"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC ARCAP to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC ARCAP of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC ARCAP full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC ARCAP shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature Dolores A. D'Ocxxxxx Xxxxry Public of Notary New Jersey My Commission expires: May 17, 2005 BORROWER AUTHORIZATION (Affix seal CORPORATE) I, the undersigned secretary of CAPITAL FINANCIAL CORP., a NEW JERSEY corporation ("Borrower") do hereby certify that I am the Secretary of Borrower and that, as such, I am authorized to execute this Certificate on behalf of Borrower, and I further certify that at a meeting of the Board of Directors of Borrower, duly and regularly called and held, a quorum being present throughout, the following resolutions were unanimously adopted and recorded in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx Xxxxxxminute books of Borrower, 00xx Xxxxx Xxx Xxxxxxxxxkept by me, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005and are in accord with and pursuant to the Articles of Incorporation and by-HQ5 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTSlaws of Borrower, and such Articles of Incorporation and by-laws are now in full force and effect. I further certify that attached hereto is a certification issued by the authorized officer of the state in which the Borrower is incorporated attesting to the subsistence and good standing of Borrower. RESOLVED, that XXXXX FARGO BANK, N.A., as trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ5 Borrower is hereby authorized and directed to enter into a warehouse credit and security transaction in the amount of TEN MILLION DOLLARS ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March 1, 2005 $10,000,000) (the "Pooling and Servicing AgreementLoan")) with Popular Warehouse Lending, does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer under the Pooling and Servicing Agreement LLC. ("GMACLender")) as set forth in the Warehouse Credit and Security Agreement attached hereto, as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and do all acts which may be things necessary or appropriate to enable GMAC enter into and perform its obligations thereunder. FURTHER RESOLVED, that the President, any Vice- President or other proper office of Borrower are authorized and directed to service execute and administer the Mortgage Loans (as defined deliver in the Pooling name of Borrower and Servicing Agreement) on its behalf all documents required to be delivered by Borrower in connection with the performance by GMAC Loan and do all other acts in the name of Borrower and in its duties behalf, as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC full power and authority to do and perform any and every act necessary, requisite, are necessary or proper in connection with order for the foregoing and hereby ratifying, approving or confirming all that GMAC shall lawfully do or cause transactions contemplated in the Commitment to be done consummated in accordance with their respective terms. FURTHER RESOLVED, that any officer shall be authorized to execute on behalf of the corporation an Incumbency Certificate in a form satisfactory to the Lender, containing the names and original signatures of those officers and employees or agents of the corporation who shall be authorized to execute certain documents and other items on behalf of the corporation, which execution shall be fully effective and bind the corporation in the context thereof. Said Incumbency Certificate may be changed or modified at any time and shall be fully effective if signed on behalf of the corporation by virtue hereof.any officer. Any Incumbency Certificate previously executed by this corporation is hereby ratified and shall remain in full force and effect until changed or modified. I further certify that each of the following persons has been duly elected and qualified to hold and currently holds the office set forth opposite his name below and that the signature of each such person appearing opposite his name below in his own true signature: NAME OFFICE SIGNATURE Richard Gagliarxx Xxxxxxxxx s/Richard G. Gaglxxxxx Xxxxxx Xxxxxx Xxxx Xxxsident s/Spence Killam Dxxxx Xxxxxx Xxxxxxxry s/Debra A. Lourie

WITNESS my hand and official seal. Signature of S/ ----------------------- Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx Public OFFICER'S CERTIFICATE DIVERSIFIED INDUSTRIES, INC. I, Frxxx Xxxxxx, 00xx Xxxxx Xxx XxxxxxxxxPresident of Diversified Industries, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A., as trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ5 a Utah corporation ("TrusteeDII"), under hereby certify in accordance with the Utah Revised Business Corporation Act that certain Pooling the Plan of Merger to which this certificate is attached, after having been first duly approved and Servicing Agreement dated as of March 1adopted by DII and EZ Merger Co, 2005 a Nevada Corporation (the "Pooling and Servicing AgreementEZ"), does hereby nominatewas duly approved and adopted pursuant to section 16-10a-1107 of the Utah Revised Business Corporation Act of the State of Utah by the vote of holders of a majority of all of the outstanding stock of DII; and that thereby the Plan of Merger was duly adopted as the act of the stockholders of said corporation and is the duly adopted agreement and act of said corporation. I have executed this certificate this 15th day of October, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATION1999. By: /S/ Frxxx Xxxxxx, as Special Servicer under the Pooling and Servicing Agreement President OFFICER'S CERTIFICATE EZ Merger Co I, Frxxx Xxxxxx, President of EZ Merger Co, a Nevada corporation ("GMACEZ"), as its true and lawful attorney-in-fact for it and hereby certify in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection accordance with the performance Nevada Revised Statutes that the Plan of Merger to which this certificate is attached, after having first duly approved and adopted pursuant to section 92A.190 of the Nevada Revised Statutes by GMAC the vote of its duties holders of a majority of all of the outstanding stock of EZ; and that thereby the Plan of Merger was duly adopted as Special Servicer under the Pooling act of the stockholders of said corporation and Servicing Agreementis the duly adopted agreement and act of said corporation. I have executed this certificate this 15th day of October, giving and granting unto GMAC full power and authority to do and perform any and every act necessary1999. By: /S/ Frxxx Xxxxxx, requisitePresident EXECUTION AND ACKNOWLEDGMENT The foregoing Plan of Merger, or proper having been approved by the board of directors of each Constituent Corporation, having been adopted by the stockholders of Diversified Industries, Inc. ("DII"), in connection accordance with the Utah Revised Business Corporation Act and the laws of the State of Utah, and the majority vote of the stockholders of EZ Merger Co, a Nevada corporation ("EZ"), in accordance with the Nevada Revised Statutes and the laws of the State of Nevada the president and secretary of DII and the president EZ do hereby execute this Plan of Merger this 15th day of October, 1999, declaring and certifying that this is our act and deed and the facts herein stated are true. Diversified Industries, Inc. Attest: a Utah corporation By: /S/ Elxxxxx X. Xxxxxx, Secretary By: /S/ Frxxx Xxxxxx, President EZ Merger Co Attest: a Nevada corporation By: /S/ Elxxxxx X. Xxxxxx By: /S/ Frxxx Xxxxxx, President STATE OF UTAH ) :ss COUNTY OF SALT LAKE ) I, the undersigned notary public, hereby certify that on the 15th day of October, 1999, personally appeared before me Frxxx Xxxxxx xnd Elxxxxx Xxxxxx, the President and Secretary, respectively, of Diversified Industries, Inc., a Utah corporation, who being by me first duly sworn, severally declared that they are the persons who signed the foregoing documents as President and hereby ratifyingSecretary of Diversified Industries, approving or confirming all Inc., a Utah corporation, and that GMAC shall lawfully do or cause to be done by virtue hereofthe statements therein contained are true.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION WELLS FARGO BANK, N.A. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxARCAP SERVICING, 00xx Xxxxx Xxx XxxxxxxxxINX. 0005 North MacArthur Blvd. Suite 950 Irving, XX 00000 Texas 75038 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space above this line [ ] Xxxxx xxxxx xxxx xxxe for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LaSalle Bank National Association, as trustee Trustee and Custodian for Xxxxxx Xxxxxxx Capital I Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Txxxxxx Certificates, Series 20052006-HQ5 TOP22 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March April 1, 2005 2006 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONARCAP SERVICING, INC., as Special Servicer under the Pooling and Servicing Agreement ("GMACARCAP"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC ARCAP to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC ARCAP of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC ARCAP full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC ARCAP shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ -------------------------------------------------------------------------------- EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION WXXXX FARGO BANK, N.A. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION ARCAP SERVICING, INC. 5000 Xxxxx XxxXxxxxx Xxxx. Xxxxx 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 [____________________] Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANKLASALLE BANK NATIONAL ASSOCIATION, N.A., as trustee AS TRUSTEE AND CUSTODIAN for Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20052007-HQ5 TOP25 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March January 1, 2005 2007 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONARCAP SERVICING, INC., as Special Servicer under the Pooling and Servicing Agreement ("GMACARCAP"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC ARCAP to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC ARCAP of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC ARCAP full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC ARCAP shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary /s/ Illegible OFFICIAL SEAL ------------------------------ XXXXXX X. __________ NOTARY PUBLIC CALIFORNIA SAN _____ COUNTY MY _____ _______ OCT. 31, 19_4 ------------------------------ (Affix seal in the above blank spaceSeal) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION AND WHEN RECORDED MAIL RE______________________ BOOK 1483 PAGE 1171 XXXXXXX XXXXXXXXX TITLE RESURRANCE & TRUST CO. COUNTRY RECORDER RETURN TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx Xxxxxx226423 APR 22 8 33 AM'B2 BOOK 1483 PAGE 1171 OFFICIAL RECORDS IMPERIAL COUNTY, 00xx CALIF. Chevron Geothermal Company NO TAX DUE - FEE $28.00 of California No Consideration. Land & Legal Department Assignee is wholly owned subsidiary of Assignor X.X. Xxx 0000 Xxxxx ____ Title Insurance and Trust Company Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 200500000-HQ5 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) 0000 Per Chevron Resources ASSIGNMENT AND ASSUMPTION AGREEMENT KNOW ALL MEN BY THESE PRESENTS: THAT CHEVRON U.S.A. INC., that XXXXX FARGO BANK, N.A., as trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ5 a California Corporation (hereinafter called "TrusteeAssignor"), under that for and in consideration of stock representing 100% ownership in CHEVRON GEOTHERMAL COMPANY OF CALIFORNIA, a Delaware Corporation, the receipt of which is hereby acknowledged, does hereby sell, transfer, set over and assign unto CHEVRON GEOTHERMAL COMPANY OF CALIFORNIA, (hereinafter called "Assignee") subject to the terms, covenants, conditions and provisions hereinafter set forth all of Assignor's right, title and interest in those certain Pooling agreements and Servicing Agreement dated permits as of March 1more particularly described in Exhibit "A" attached hereto and those certain geothermal leases and related instruments covering lands situated in Imperial County, 2005 California, as more particularly described in Exhibit "B" attached hereto (said agreements and permits and said geothermal leases and related instruments being hereinafter collectively called the "Pooling and Servicing AgreementAssigned Agreements"), does together with all xxxxx, pipelines and related facilities or interests therein owned by Assignor, situated on the lands included in said geothermal leases and related instruments. Assignee hereby nominate, constitute accepts the aforesaid assignment by Assignor and appoint GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer assumes all of those duties and obligations on the part of Assignor to be hereafter performed under the Pooling Assigned Agreements. Assignee shall indemnify, hold harmless and Servicing Agreement ("GMAC"), as its true defend Assignor from and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform against any and all acts claims, damages, loss, liability and obligation hereafter arising under the Assigned Agreements due to the exercise by Assignee, its successors or assigns, of any rights thereunder, or the default or failure to perform by Assignee, its successors or assigns, with respect to any duty or obligation thereunder, including, without limitation, all obligations as to the payment of rent, minimum annual advance royalties, earned royalties, taxes and surface damages and every other obligation on the part of the Assignor to be performed under the Assigned Agreements which may be necessary arises on or appropriate to enable GMAC to service after the date hereof. The terms, covenants, conditions, and administer provisions of this Assignment and Assumption Agreement, together with the Mortgage Loans (further obligations, liabilities, conditions and restrictions as defined set BOOK 1483 PAGE 1172 forth in the Pooling Assigned Agreements, shall be binding upon and Servicing Agreement) in connection with shall inure to the performance by GMAC benefit of its duties as Special Servicer under the Pooling Assignor and Servicing Agreement, giving Assignee and granting unto GMAC full power their respective successors and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC shall lawfully do or cause to be done by virtue hereofassigns.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION XXXXX FARGO BANK, N.A. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxARCAP SERVICING, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 INC. [Address] Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 [ ] Space above this line for Recorder's use -------------------------------------------------------------------------------- ------------------------------------------------------------------------------ LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Bear Xxxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20052003-HQ5 TOP10 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March April 1, 2005 2003 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONARCAP SERVICING, INC., as Special Servicer under the Pooling and Servicing Agreement ("GMACARCAP"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC ARCAP to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC ARCAP of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC ARCAP full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC ARCAP shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION XXXXX FARGO BANK, N.A. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION XXXXX FARGO BANK, N.A. 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx17th Floor San Francisco, XX 00000 CA 94111 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 2003 - HQ2 Space above this line for Recorder's use -------------------------------------------------------------------------------- ------------------------------------------------------------------------------ LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ5 ("Trustee2003 - HQ2("Trustee"), under that certain Pooling and Servicing Agreement dated as of March 1, 2005 2003 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONXXXXX FARGO BANK, NATIONAL ASSOCIATION, as Special Servicer under the Pooling and Servicing Agreement ("GMACXXXXX"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC XXXXX to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC XXXXX of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC XXXXX full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC XXXXX shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 XXXXXXX X-0 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION XXXXX FARGO BANK, N.A. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION ARCAP SERVICING, INC. 0000 Xxxxx XxxXxxxxx Xxxx. Xxxxx 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 [ ______________ ] Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20052006-HQ5 TOP21 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March January 1, 2005 2006 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONARCAP SERVICING, INC., as Special Servicer under the Pooling and Servicing Agreement ("GMACARCAP"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC ARCAP to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC ARCAP of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC ARCAP full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC ARCAP shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 S-1B FORM OF POWER OF ATTORNEY FOR SPECIAL TO NCB MASTER SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION NCB, FSB AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxNCB, 00xx Xxxxx Xxx XxxxxxxxxFSB 1725 Eye Street, XX 00000 N.W. Washington, D.C. 20006 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space above this Kathleen Luzix, Xxxx Xxxxxx Xxxxxx Xxxxxxxxx Spaxx xxxxx xxxx line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through CertificatesCertixxxxxxs, Series Xxxxxs 2005-HQ5 IQ9 (the "Trustee"), under that certain Pooling and Servicing Agreement dated as of March February 1, 2005 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONNCB, FSB, as Special Servicer NCB master servicer under the Pooling and Servicing Agreement (the "GMACNCB Master Servicer"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC NCB, FSB to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC NCB, FSB of its duties as Special NCB Master Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC NCB, FSB full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC NCB, FSB shall lawfully do or cause to be done by virtue hereof. Notwithstanding anything contained herein to the contrary, the NCB Master Servicer shall not, without the Trustee's written consent: (i) initiate any action, suit or proceeding directly relating to the servicing of a Mortgage Loan solely under the Trustee's name without indicating the NCB Master Servicer's representative capacity, (ii) initiate any other action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller (each as defined in the Pooling and Servicing Agreement) for breaches of representations and warranties) solely under the Trustee's name, (iii) engage counsel to represent the Trustee in any action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller for breaches of representations and warranties), or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION BY AND WHEN RECORDED RECORDED, MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION Xxxxxxx Xxxxxxxxxxxx, Esq. Xxxx, Small & Xxxxxx 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxxx Xxxxx Xxx XxxxxxxxxXxxxxxx, XX Xxxxxxxxxx 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A., as trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ5 LANDLORD AGREEMENT THIS LANDLORD AGREEMENT is made by LIVERMORE AIRWAY BUSINESS PARK ("TrusteeOwner")) whose address is _____________________________________________ in favor of SILICON VALLEY BANK ("Lender") with an address at 0000 Xxxxxx Xxxxx, under that certain Pooling Xxxxx Xxxxx, Xxxxxxxxxx 00000, and Servicing Agreement dated affects the real property described on Exhibit "A" hereto, commonly known as of March 1000 XXXXXXX XXX, 2005 LIVERMORE, CALIFORNIA 94550 (the "Pooling and Servicing AgreementReal Property" or the "), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer under the Pooling and Servicing Agreement (Premises"GMAC"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the Lender entering into a Loan and Security Agreement and other agreements related thereto (hereinafter collectively referred to as the "Agreements") with INTEK INFORMATION, INC. (jointly and severally "Borrower"), which Agreements, among other things, were given by Borrower to Lender for the purpose of securing the repayment of all obligations and the performance of all duties now or hereafter owing by GMAC Borrower to Lender, of its duties every kind and description (collectively the "Obligations"). This Waiver does not amend any of the terms of the Agreements and reference is made to the Agreements for further information as Special Servicer under to their terms. Pursuant to the Pooling Agreements, Lender has loaned or may hereafter loan monies to Borrower secured by, among other collateral, Borrower's now-owned and Servicing Agreementhereafter acquired goods, giving merchandise, inventory, equipment, furniture, furnishings, fixtures, trade fixtures, machinery and granting unto GMAC full power tools, together with all additions, substitutions, replacements, and authority improvements to do and perform any and every act necessarythe same (hereinafter.referred to as "Goods"), requisite, which Goods are or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC shall lawfully do or cause are to be done by virtue hereof.located on and may be affixed to the Premises or improvements thereon. Owner agrees as follows:

WITNESS my hand and official seal. Signature Notary Public (SEAL) My Commission Expires: ---------- Washington/Huntxxx:0/03/96 3 89 EXHIBIT A-2 TERM LOAN PROMISSORY NOTE $10,000,000 Date: June 14, 1996 FOR VALUE RECEIVED, the undersigned, WASHINGTON MORTGAGE FINANCIAL GROUP, LTD., a Delaware corporation, and WMF/HUNTXXX, XXXXX XXXOCIATES LIMITED, a Delaware corporation (herein collectively called the "Borrowers", and individually as "Co-Borrower"), hereby promises to pay to the order of Notary RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (Affix seal the "Lender" or, together with its successors and assigns, the "Holder") whose principal place of business is 8400 Xxxxxxxxxx Xxxx Xxxx., Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000, xx at such other place as the Holder may designate from time to time, the principal sum of Ten Million Dollars ($10,000,000) or so much thereof as may be outstanding from time to time pursuant to the Warehousing Credit and Security Agreement described below, and to pay interest on said principal sum or such part thereof as shall remain unpaid from time to time, from the date of each Advance until repaid in full, and all other fees and charges due under the Agreement, at the rates and at the times set forth in the Agreement. All payments hereunder shall be made in lawful money of the United States and in immediately available funds. This Note is given to evidence an actual warehouse line of credit in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A., as trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ5 ("Trustee"), under amount and is the Term Loan Promissory Note referred to in that certain Pooling Warehousing Credit and Servicing Agreement dated as of March 1, 2005 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer under the Pooling and Servicing Security Agreement ("GMACthe Agreement")) dated the date hereof between the Borrowers and the Lender, as its true the same may be amended or supplemented from time to time, and lawful attorney-in-fact is entitled to the benefits thereof. Reference is hereby made to the Agreement (which is incorporated herein by reference as fully and with the same effect as if set forth herein at length) for it a description of the Collateral, a statement of the covenants and agreements, a statement of the rights and remedies and securities afforded thereby and other matters contained therein. Capitalized terms used herein, unless otherwise defined herein, shall have the meanings given them in its namethe Agreement. This Note may be prepaid in whole or in part at any time without premium or penalty. Should this Note be placed in the hands of attorneys for collection, placethe Borrowers agree to pay, stead in addition to principal and for its use interest, fees and benefit: To perform charges due under the Agreement, any and all acts which costs of collecting this Note, including reasonable attorneys' fees and expenses. Washington/Huntxxx:0/03/96 1 90 The Borrowers hereby waive demand, notice, protest and presentment. The promises and agreements herein shall be construed to be and are hereby declared to be the joint and several promises and agreements of each Co-Borrower and shall constitute the joint and several obligation of each Co-Borrower and shall be fully binding upon and enforceable against each Co-Borrower. The release of any party to this Note shall not affect or release the joint and several liability of any other party. The Lender may at its option enforce this Note against one or all of the Co-Borrower, and the Lender shall not be necessary required to resort to enforcement against each Co-Borrower and the failure to proceed against or appropriate to enable GMAC to service join each Co-Borrower shall not affect the joint and administer the Mortgage Loans (as defined several liability of each Co-Borrower. This Note shall be construed and enforced in the Pooling and Servicing Agreement) in connection accordance with the performance by GMAC laws of the State of Minnesota, without reference to its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC shall lawfully do or cause to be done by virtue hereofprinciples of conflicts of law.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ Public EXHIBIT S-2 FORM "B1" COLLATERAL ASSIGNMENT OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) COPYRIGHTS KNOW ALL MEN BY THESE PRESENTSPRESENTS that for good and valuable consideration, that XXXXX FARGO BANKreceipt of which is hereby acknowledged, N.A.the undersigned, (NAME OF THE GRANTOR TO BE INSERTED HERE), referred to herein as trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ5 ("TrusteeGrantor")) hereby assigns, under grants, conveys and transfers for security to BAM! ENTERTAINMENT, INC. ("BAM') and its successors and assigns throughout the Territory (as such term is defined in that certain Pooling and Servicing First Look Agreement dated as of March 1April, 2005 (2002 between Grantor and BAM, as the same may hereinafter be amended, modified, supplemented, renewed, extended, replaced, or superseded from time to time, the "Pooling and Servicing Agreement"), does hereby nominateall of Grantor's rights, constitute titles and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONinterests of every kind and nature, as Special Servicer under without limitation, in and to the Pooling collateral described on Schedule A attached hereto and Servicing Agreement incorporated by reference herein (the "GMACCollateral"), as . Grantor hereby irrevocably constitutes and appoints BAM its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and to do all acts which may be necessary or appropriate and things permitted pursuant to enable GMAC to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC full which power and authority shall be deemed coupled with an interest and irrevocable. This Collateral Assignment of Copyright is expressly made subject to do the terms and perform conditions contained in the Agreement and to the extent of any inconsistency between the terms of this Collateral Assignment of Copyright and every act necessarythe Agreement, requisitethe terms of the Agreement shall prevail to the minimum extent necessary to rectify such inconsistency. Dated as of April, 2000 (NAME OF GRANTOR) By: --------------------------- Its: --------------------------- STATE OF ___________________) COUNTY OF __________________) On this the day of , 19 , before me, ------------------------------ the undersigned Notary Public, personally appeared ------------------------------ personally known to me, proved to me on the basis of satisfactory evidence, to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or proper in connection with the foregoing and hereby ratifyingentity upon behalf of which the person(s) acted, approving or confirming all that GMAC shall lawfully do or cause to be done by virtue hereofexecuted the instrument.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 S-1B FORM OF POWER OF ATTORNEY FOR SPECIAL TO NCB MASTER SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION NCB, FSB AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxNCB, 00xx Xxxxx Xxx XxxxxxxxxFSB 1725 Eye Street, XX 00000 N.W., Suite 600 Washington, D.C. 20006 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space above this Kaxxxxxx Xxxxx, Xxxx Xxxxxx Xxxxxx Xxxxxxxxx Spaxx xxxxx xxxx line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through CertificatesCertixxxxxxs, Series 2005Xxxxxs 2006-HQ5 IQ11 (the "Trustee"), under that certain Pooling and Servicing Agreement dated as of March June 1, 2005 2006 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONNCB, FSB, as Special Servicer NCB master servicer under the Pooling and Servicing Agreement (the "GMACNCB Master Servicer"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC NCB, FSB to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC NCB, FSB of its duties as Special NCB Master Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC NCB, FSB full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC NCB, FSB shall lawfully do or cause to be done by virtue hereof. Notwithstanding anything contained herein to the contrary, the NCB Master Servicer shall not, without the Trustee's written consent: (i) initiate any action, suit or proceeding directly relating to the servicing of a Mortgage Loan solely under the Trustee's name without indicating the NCB Master Servicer's representative capacity, (ii) initiate any other action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller (each as defined in the Pooling and Servicing Agreement) for breaches of representations and warranties) solely under the Trustee's name, (iii) engage counsel to represent the Trustee in any action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller for breaches of representations and warranties), or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ -------------------------------------------------------------------------------- EXHIBIT S-2 S-1B FORM OF POWER OF ATTORNEY FOR SPECIAL TO PRUDENTIAL MASTER SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION PRUDENTIAL ASSET RESOURCES, INC. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxPRUDENTIAL ASSET RESOURCES, 00xx INC. 2200 Ross Avenue, Suite 4900E Dallax, Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Morgan Stanley Capital I Inc., Commxxxxxx Xxxxxxxe Pass-Through Certificates Certificates, Series 20052007-HQ5 IQ15 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX WELLS FARGO BANK, N.A.NATIONAL ASSOCIATXXX, as trustee for Xxxxxx Xxxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Commxxxxxx Xxxxxxxe Pass-Through Certificates, Series 20052007-HQ5 IQ15 (the "Trustee"), under that certain Pooling and Servicing Agreement dated as of March August 1, 2005 2007 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONPrudential Asset Resources, Inc., as Special Servicer Prudential master servicer under the Pooling and Servicing Agreement (the "GMACPrudential Master Servicer"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC Prudential Asset Resources, Inc. to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC Prudential Asset Resources, Inc. of its duties as Special Prudential Master Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC Prudential Asset Resources, Inc. full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC Prudential Asset Resources, Inc. shall lawfully do or cause to be done by virtue hereof. Notwithstanding anything contained herein to the contrary, the Prudential Master Servicer shall not, without the Trustee's written consent: (i) initiate any action, suit or proceeding directly relating to the servicing of a Mortgage Loan solely under the Trustee's name without indicating the Prudential Master Servicer's representative capacity, (ii) initiate any other action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller (each as defined in the Pooling and Servicing Agreement) for breaches of representations and warranties) solely under the Trustee's name, (iii) engage counsel to represent the Trustee in any action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller for breaches of representations and warranties), or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 ___________________ ------------------------------------------------------------------------------- Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Bear Xxxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20052000-HQ5 WF1 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March February 1, 2005 2000 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer under the Pooling and Servicing Agreement ("GMAC"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC shall lawfully do or cause to be done by virtue hereof. Notwithstanding anything contained herein to the contrary, the Special Servicer shall not without the Trustee's written consent: (i) hire or procure counsel to represent the Trustee or (ii) prepare, execute or deliver any governmental filings, forms, permits, registrations or other documents which have the effect of causing the Trustee to be registered to do business in any state.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 -------------------------------------------------------------------------------- FORM OF POWER OF ATTORNEY FOR TO GENERAL SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION CENTERLINE SERVICING INC. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxCENTERLINE SERVICING INC. 5221 N. O'Connor Blvd, 00xx Suite 600 Irxxxx, Xxxxx Xxx Xxxxxxxxx, XX 00000 0000 Attention: Commercial Mortgage Pass- Morgan Stanley Capital I Inc., Commxxxxxx Xxxxxxxe Pass-Through Certificates Certificates, Series 20052007-HQ5 IQ15 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX WELLS FARGO BANK, N.A.NATIONAL ASSOCIATXXX, as trustee for Xxxxxx Xxxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Commxxxxxx Xxxxxxxe Pass-Through Certificates, Series 20052007-HQ5 IQ15 (the "Trustee"), under that certain Pooling and Servicing Agreement dated as of March August 1, 2005 2007 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONCenterline Servicing Inc. (formerly ARCap Servicing, Inc.), as Special Servicer a special servicer under the Pooling and Servicing Agreement (the "GMACGeneral Special Servicer"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC Centerline Servicing Inc. to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC Centerline Servicing Inc. of its duties as General Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC Centerline Servicing Inc. full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC Centerline Servicing Inc. shall lawfully do or cause to be done by virtue hereof. Notwithstanding anything contained herein to the contrary, the General Special Servicer shall not, without the Trustee's written consent: (i) initiate any action, suit or proceeding directly relating to the servicing of a Mortgage Loan solely under the Trustee's name without indicating the General Special Servicer's representative capacity, (ii) initiate any other action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller (each as defined in the Pooling and Servicing Agreement) for breaches of representations and warranties) solely under the Trustee's name, (iii) engage counsel to represent the Trustee in any action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller for breaches of representations and warranties), or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER Form of Power of Attorney to Special Servicer RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION XXXXX FARGO BANK, N.A. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION XXXXX FARGO BANK, N.A. 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx17th Floor San Francisco, XX 00000 CA 94111 Attention: Commercial Mortgage Pass- Through Certificates Series 20052000-HQ5 PRIN Space above this line for Recorder's use -------------------------------------------------------------------------------- ------------------------------------------------------------------------------ LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20052000-HQ5 PRIN ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March September 1, 2005 2000 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONPRINCIPAL CAPITAL MANAGEMENT, LLC, as Special Servicer under the Pooling and Servicing Agreement ("GMACPrincipal"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC Principal to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC Principal of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC Principal full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC Principal shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature (A)-2 __________ , ____ Santa Clara County Recorder Re: Request That Statement of Notary (Affix seal Docxxxxxary Transfer Tax Not be Recorded Dear Sir: Request is hereby made in accordance with Section 11932 of the Revenue and Taxation Code that this statement of tax due not be recorded with the attached deed but be affixed to the deed after recordation and before return as directed on the deed. The attached deed names ABN AMRO Leasing, Inc., as grantor, and [PURCHASER], a _________________, as grantee. The property being transferred and described in the above blank spaceattached deed is located in the City of San Jose and County of [__________], State of California. The amxxxx of Documentary Transfer Tax due on the attached deed is $__________, computed on full value of the property conveyed. ABN AMRO LEASING, INC., By:___________________________ Its: _________________________ EXHIBIT D(2) ================================================================================ EXHIBIT S-2 FORM ACKNOWLEDGMENT AND DISCLAIMER OF POWER REPRESENTATIONS AND WARRANTIES THIS ACKNOWLEDGMENT OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION DISCLAIMER OF REPRESENTATIONS AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxWARRANTIES (this "Certificate") is made as of ___________, 00xx Xxxxx Xxx Xxxxxxxxx____ by [PURCHASER], XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space above a _____________ ("Grantee"). Contemporaneously with execution of this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTSAcknowledgement, that XXXXX FARGO BANKABN AMRO Leasing, N.A., as trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ5 an Illinois corporation ("TrusteeAALI"), under that certain Pooling is executing and Servicing delivering to Grantee a Quitclaim Deed and a Bill of Sale (the foregoing documents and any other documents to be exxxxted and delivered to Grantee in connection therewith are herein called the "Conveyancing Documents" and any of the properties, rights or other matters assigned, transferred or conveyed pursuant thereto are herein collectively called the "Property") pursuant to the terms of a Facility 2 Purchase Agreement dated as of March 1September 21, 2005 2001 by and between AALI and Novellus Systems, Inc., a California corporation ("Novellus"). Notwithstanding any provision contained in the Conveyancing Documents to the contrary, Grantee acknowledges that AALI is selling and Grantee is purchasing the Property on an "Pooling as is, with all faults" basis and Servicing Agreementthat Grantee is not relying on any representations or warranties of any kind whatsoever, express or implied, from AALI, its agents, or brokers as to any matters concerning the Property including (a) the condition of the Property (including any improvements to the Property); (b) title to the Property (including possession of the Property by any individual or entity or the existence of any lien or any other right, title or interest in or to any of the Property in favor of any person, but excluding any Lessor Liens as defined in that certain Participation Agreement dated as of September 21, 2001 among AALI, Novellus, the Participants and ABN AMRO Bank N.V., as agent for the Participants (in such capacity, "Agent")); (c) the value, habitability, usability, design, operation or fitness for use of the Property; (d) the availability or adequacy of utilities and other services to the Property; (e) any latent, hidden or patent defect in the Property; (f) the zoning or status of the Property or any other restrictions on the use of the Property; (g) the economics of the Property; (h) any damage to, destruction or, or decrease in the value of all or any portion of the Property or any condemnation or other taking or sale of all or any portion of the Property, by or on account of any actual or threatened eminent domain proceeding or other taking of action by any governmental authority or other person have the power of eminent domain; or (i) the compliance of the Property with any applicable law, rule, regulation, ordinance, order, code, judgment or similar form of decision of any governmental authority or any terms, conditions or requirements imposed by any policies of insurance relating to the Property. [See next page] The provisions of this Acknowledgement shall be binding on Grantee, its successors and assigns and any other party claiming through Grantee. Grantee hereby acknowledges that AALI N.A. is entitled to rely and is relying on this Certificate. EXECUTED as of ____________, _______. [PURCHASER] By: _____________________________________ Name: _______________________________ Title: ______________________________ EXHIBIT E BILL OF SALE FOR GOOD AND VALUABLE CONSIDERATION, the receixx xf which is hereby acknowledged, ABN AMRO LEASING, INC., an Illinois corporation ("Seller"), does hereby nominatesell, constitute transfer and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONconvey to [PURCHASER], as Special Servicer under the Pooling and Servicing Agreement a _________________________ ("GMACPurchaser"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) personal property owned by Seller in connection with that certain real property commonly known as _______________, San Jose, California, including, without limitation, the performance personal property itemized on SCHEDULE 1 attached hereto and incorporated herein by GMAC this reference (the "Property"). Seller is selling and Purchaser is purchasing the Property on an "as is, with all faults" basis and Purchaser is not relying on any representations or warranties of any kind whatsoever, express or implied, from Seller, its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC full power and authority to do and perform any and every act necessary, requisiteagents, or proper brokers as to any matters concerning the Property including (a) the condition of the Property; (b) title to the Property (including possession of the Property by any individual or entity or the existence of any lien or any other right, title or interest in connection with or to any of the foregoing and hereby ratifyingProperty in favor of any person); (c) the value, approving habitability, usability, design, operation or confirming all that GMAC shall lawfully do fitness for use of the Property; or cause to be done by virtue hereof(d) any latent, hidden or patent defect in the Property. Dated: ________, ____ SELLER: ABN AMRO LEASING, INC., By:_________________________ Its: _______________________ PURCHASER: [PURCHASER] a __________________________ By:_________________________ Its: _____________________ SCHEDULE 1 PROPERTY

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 S-2B FORM OF POWER OF ATTORNEY FOR TO CO-OP SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION NATIONAL CONSUMER COOPERATIVE BANK AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxNATIONAL CONSUMER COOPERATIVE BANK 1725 Eye Street, 00xx Xxxxx Xxx XxxxxxxxxN.W. Washington, XX 00000 D.C. 20006 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space above this Kathleen Luzix, Xxxx Xxxxxx Xxxxxxx Xxxxxxxxx Spxxx xxxxx xxxx line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through CertificatesCertixxxxxxs, Series Xxxxxs 2005-HQ5 IQ9 (the "Trustee"), under that certain Pooling and Servicing Agreement dated as of March February 1, 2005 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONNATIONAL CONSUMER COOPERATIVE BANK ("NCCB"), as Special Servicer co-op special servicer under the Pooling and Servicing Agreement (the "GMACCo-op Special Servicer"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC NCCB to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC NCCB of its duties as Co-op Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC NCCB full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC NCCB shall lawfully do or cause to be done by virtue hereof. Notwithstanding anything contained herein to the contrary, the Co-op Special Servicer shall not, without the Trustee's written consent: (i) initiate any action, suit or proceeding directly relating to the servicing of a Mortgage Loan solely under the Trustee's name without indicating the Co-op Special Servicer's representative capacity, (ii) initiate any other action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller (each as defined in the Pooling and Servicing Agreement) for breaches of representations and warranties) solely under the Trustee's name, (iii) engage counsel to represent the Trustee in any action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller for breaches of representations and warranties), or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ SECURITY AGREEMENT EXHIBIT S-2 FORM OF C "POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED SALE" ---------------------------- EXHIBIT C POWER OF ATTORNEY SALE Pursuant to that certain Security Agreement, dated as of January 29, 2002 (SPECIALthe "Security Agreement") KNOW ALL MEN BY THESE PRESENTSby and among AIR PACKAGING TECHNOLOGIES, that XXXXX FARGO BANKINC., N.A., as trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ5 a Delaware corporation ("TrusteeCompany") and INTERWEST TRANSFER CO., INC., a Utah corporation ("Collateral Agent"), under that certain Pooling Company hereby irrevocably designates, constitutes and Servicing Agreement dated as of March 1, 2005 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer under the Pooling and Servicing Agreement ("GMAC"), as appoints Collateral Agent its true and lawful attorney-in-fact for it with full power of substitution and with full and irrevocable power (which power shall be deemed coupled with and interest), in the place and stead of Company and in its namethe name of Company, placeat any time and from time to time in the sole discretion of Collateral Agent to sell, stead lease or otherwise of any or all of the Collateral (as said term is defined in the Security Agreement) at any time upon the occurrence of an Event of Default as defined in the Security Agreement and for its use and benefit: To perform to execute any and all acts which instruments, agreements or documents as may be necessary or appropriate to enable GMAC to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) desirable in connection with the performance by GMAC foregoing. In case any one or more of its duties as Special Servicer under the Pooling provisions hereof should be invalid, illegal or unenforceable in any respect, such provision shall be curtailed or limited only to the extent necessary to bring it within legal requirements and Servicing Agreement, giving the validity and granting unto GMAC full power enforceability of the remaining provisions herein shall not in any way be affected or impaired thereby. This Power of Sale and authority to do the rights and perform any obligations of Company and every act necessary, requisite, or proper Collateral Agent hereunder shall be construed in connection accordance with the foregoing laws of the State of California. AIR PACKAGING TECHNOLOGIES, INC. By: _________________________________ Name and hereby ratifyingTitle ACKNOWLEDGEMENT STATE OF CALIFORNIA ) COUNTY OF ____________ ) SS: On ____________________, approving 2002 before me, the undersigned, a Notary Public in and for the State of California, personally appeared Xxxxxx X. Xxxxxxxx, personally known to me (or confirming all that GMAC shall lawfully do or cause proved to me on the basis of satisfactory evidence) to be done by virtue hereofthe person whose name is subscribed to the within instrument and acknowledged that he executed the same in his authorized capacity.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 S-2-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION PACIFIC LIFE INSURANCE COMPANY AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 PACIFIC LIFE INSURANCE COMPANY [ADDRESS] Attention: :Commercial Mortgage Pass- Through Certificates Series 20052002-HQ5 HQ Space above this line for Recorder's use -------------------------------------------------------------------------------- ------------------------------------------------------------------------------ LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANKBANK MINNESOTA, N.A., as trustee for Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20052002-HQ5 HQ ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March 1, 2005 2002 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONPACIFIC LIFE INSURANCE COMPANY, as Special Servicer under the Pooling and Servicing Agreement ("GMACPLIC"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC PLIC to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC PLIC of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC PLIC full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC PLIC shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION XXXXX FARGO BANK, N.A. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 20052004-HQ5 HQ3 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20052004-HQ5 HQ3 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March 1, 2005 2004 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer under the Pooling and Servicing Agreement ("GMAC"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ -------------------------------------------------------------------------------- EXHIBIT S-2 S-2-1 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: :Commercial Mortgage Pass- Through Certificates Series 20052002-HQ5 HQ Space above this line for Recorder's use -------------------------------------------------------------------------------- ------------------------------------------------------------------------------ LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANKBANK MINNESOTA, N.A., as trustee for Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20052002-HQ5 HQ ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March 1, 2005 2002 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer under the Pooling and Servicing Agreement ("GMAC"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature (signature of Notary notary public) ------------------------------ (typed/printed name of notary) Affix seal notary seal: EXHIBIT A Description of Premises That certain real property located in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BYCity of San Xxxx, County of Santa Xxxxx, State of California, described as follows: GMAC COMMERCIAL MORTGAGE CORPORATION AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxThe Premises also includes all present and future rights, 00xx Xxxxx Xxx Xxxxxxxxxprivileges, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005hereditaments and easements appurtenant to the above-HQ5 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTSdescribed real property and not expressly reserved by Lessor pursuant to the Lease, that XXXXX FARGO BANKincluding, N.A.without limitation, as trustee for Xxxxxx Xxxxxxx Capital I Inc.all entitlements, Commercial Mortgage Passdevelopment rights and credits and air rights relating to the above-Through Certificatesdescribed real property to the extent contemplated by the Lease and not expressly reserved by Lessor, Series 2005and any rights-HQ5 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March 1, 2005 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer under the Pooling and Servicing Agreement ("GMAC"), as its true and lawful attorneyof-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary way or appropriate to enable GMAC to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) other appurtenances now or hereafter used in connection with the performance beneficial use and enjoyment of the above-described real property to the extent contemplated by GMAC the Lease and not expressly reserved by Lessor. EXHIBIT C PROJECT DEVELOPMENT RIDER Exhibit C Project Development Rider This Project Development Rider ("Rider") is attached to and made a part of its duties that certain Ground Lease entered into by and between iStar San Xxxx, llc, a Delaware limited liability company ("Lessor"), and Equinix, Inc., a Delaware corporation ("Lessee"). The terms and conditions set forth in this Rider are terms and conditions of the Lease. They have been set forth in a separate Rider for ease of reference, and the texts of the Lease and this Rider shall be read and construed together as Special Servicer under one and the Pooling same agreement. Without limiting the generality of the foregoing, the rights and Servicing Agreementremedies that are set forth in the main text of the Lease (including all applicable notice, giving grace and granting unto GMAC full power cure periods with respect thereto) shall apply to the covenants contained in this Rider as well as the covenants contained in the main text. The terms and authority conditions of this Rider are intended to do be consistent and perform any and every act necessary, requisite, or proper in connection complementary with the foregoing other terms and hereby ratifyingconditions of the Lease and shall be so interpreted and enforced; provided, approving however, that in the event of a conflict or confirming all inconsistency between this Rider and any other provisions of the Lease that GMAC cannot be resolved or harmonized with reference to the foregoing, the provision(s) of this Rider shall lawfully do or cause govern and control. All capitalized terms not otherwise defined herein shall have the meanings ascribed to be done by virtue hereofthem elsewhere in the Lease.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 S-1B FORM OF POWER OF ATTORNEY FOR SPECIAL TO WELLS FARGO MASTER SERVICER RECORDING RECORXXXX REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION WELLS FARGO BANK, NATIONAL ASSOCIAXXXX AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 WELLS FARGO BANK, NATIONAL ASSOCIAXXXX 45 Fremont Street, 2nd Floor San Fxxxxxxxx, Xxxxxxxxxx Xxxxxx00000 Xxxxxxxxx: Xxxxxx Xxxxxxx Xxxxxxx I Inc., 00xx Xxxxx Xxx XxxxxxxxxComxxxxxxl Xxxxxxge Pass-Through Certificates, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 20052007-HQ5 IQ16 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Comxxxxxxl Xxxxxxge Pass-Through Certificates, Series 20052007-HQ5 IQ16 (the "Trustee"), under that certain Pooling and Servicing Agreement dated as of March November 1, 2005 2007 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONWells Fargo Bank, National Associaxxxx, as Special Servicer Wells Fargo master servicer under the Pooling xxx Xooling and Servicing Agreement (the "GMACWells Fargo Master Servicer"), as its true xxx xrue and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC Wells Fargo Bank, National Associaxxxx. to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC Wells Fargo Bank, National Associaxxxx of its duties as Special Wells Fargo Master Servicer under the Pooling xxx Xooling and Servicing Agreement, giving and granting unto GMAC Wells Fargo Bank, National Associaxxxx full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC Wells Fargo Bank, National Associaxxxx shall lawfully do or cause to be done by virtue hereof. Notwithstanding anything contained herein to the contrary, the Wells Fargo Master Servicer shall xxx, without the Trustee's written consent: (i) initiate any action, suit or proceeding directly relating to the servicing of a Mortgage Loan solely under the Trustee's name without indicating the Wells Fargo Master Servicer's reprxxxxxative capacity, (ii) initiate any other action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller (each as defined in the Pooling and Servicing Agreement) for breaches of representations and warranties) solely under the Trustee's name, (iii) engage counsel to represent the Trustee in any action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller for breaches of representations and warranties), or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION XXXXX FARGO BANK, N.A. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxARCAP SERVICING, 00xx Xxxxx Xxx XxxxxxxxxINC. 0000 X'Xxxxxx Xxxx., XX 00000 Suite 600 Irving, TX 75039 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 [_____________] Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.U.S. BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ5 HQ7 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March November 1, 2005 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONARCAP SERVICING, INC., as Special Servicer under the Pooling and Servicing Agreement ("GMACARCAP"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC ARCAP to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC ARCAP of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC ARCAP full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC ARCAP shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ Public EXHIBIT S-2 F FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BYLABORATORY ACCESS LETTER [DATE] [ADDRESS TO LABORATORY] Dear Sir or Madam: GMAC COMMERCIAL MORTGAGE CORPORATION AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY This letter will confirm the terms of an agreement among you (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A., as trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ5 (the "TrusteeLaboratory"), under [LIST APPLICABLE CREDIT PARTY(IES) WITH ACCESS RIGHTS](collectively, the "Company") and The Chase Manhattan Bank (the "Lender") relating to the items of Product (the "Product") listed on Schedule 1 hereto. Reference is hereby made to that certain Pooling Amended and Servicing Restated Credit, Security, Guaranty and Pledge Agreement dated as of March 1November 4, 2005 1997, as amended and restated as of August 16, 1999 (as the same may be amended, supplemented or otherwise modified, renewed or replaced from time to time, the "Pooling and Servicing Credit Agreement") among the NewStar Media Inc. (formerly known as Dove Entertainment Inc.), does hereby nominatethe Corporate Guarantors named therein and the Lender; The Laboratory now has or may have in its possession or under its control certain of the exposed film, constitute developed film, positives, negatives, prints, positive prints, answer prints, special effects, preparing material (including interpositives, duplicate negatives, internegatives, color reversals, intermediates, lavenders, fine grain master prints and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONmatrices, as Special Servicer under the Pooling and Servicing Agreement ("GMAC"all other forms of pre-print elements), as its true sound tracks, cutouts, trims and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary other physical properties of every kind and nature, of or appropriate relating to, the Product, whether in completed form or in some state of completion, and all audio and video masters, duplicates, drafts, versions, variations and copies of each thereof, in all formats whether on film, videotape, disk, cassette, phonorecord or otherwise and all materials relating to enable GMAC to service and administer the Mortgage Loans Product (as defined all of the foregoing physical properties now or hereafter in the Pooling and Servicing Agreement) Laboratory's possession or control are herein collectively referred to as the "Physical Materials"). The Company now possesses certain rights in connection with the performance by GMAC Product and the Physical Materials, including, without limitation, non- exclusive rights of its duties access with respect to the Physical Materials (the "Access Rights"). For good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC shall lawfully do or cause to be done by virtue hereof.follows:

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION LNR PARTNERS, INC. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 LNR Partners, Inc. 0000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx000 Xxxxx Xxxxx, XX Xxxxxxx 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Xxxxx Xxxxxxx and Xxxxxx X. Xxxxxx III, Esq. Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee and custodian for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20052007-HQ5 HQ12 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March July 1, 2005 2007 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONLNR PARTNERS, INC., as Special Servicer special servicer under the Pooling and Servicing Agreement (the "GMACSpecial Servicer"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC Special Servicer to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC Special Servicer of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC Special Servicer full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC Special Servicer shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 S-2A FORM OF POWER OF ATTORNEY FOR TO NATIONAL CONSUMER COOPERATIVE BANK SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION NATIONAL CONSUMER COOPERATIVE BANK AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxNATIONAL CONSUMER COOPERATIVE BANK 2011 Crystal Drive, 00xx Xxxxx Xxx XxxxxxxxxSuite 800 Arlixxxxx, XX 00000 AttentionXxxxxxxxx: Commercial Mortgage Pass- Xxxxxxxx Xxxxx, Xxxx Xstate Master Xxxxxxxxx Xx: Morgan Stanley Capital I Inc., Comxxxxxxl Xxxxxxge Pass-Through Certificates Certificates, Series 20052007-HQ5 IQ16 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Comxxxxxxl Xxxxxxge Pass-Through Certificates, Series 20052007-HQ5 IQ16 (the "Trustee"), under that certain Pooling and Servicing Agreement dated as of March November 1, 2005 2007 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONNational Consumer Cooperative Bank, as Special Servicer co-op special servicer under the Pooling and Servicing Agreement (the "GMACCo-op Special Servicer"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC National Consumer Cooperative Bank to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC National Consumer Cooperative Bank of its duties as Co-op Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC National Consumer Cooperative Bank full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC National Consumer Cooperative Bank shall lawfully do or cause to be done by virtue hereof. Notwithstanding anything contained herein to the contrary, the Co-op Special Servicer shall not, without the Trustee's written consent: (i) initiate any action, suit or proceeding directly relating to the servicing of a Mortgage Loan solely under the Trustee's name without indicating the Co-op Special Servicer's representative capacity, (ii) initiate any other action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller (each as defined in the Pooling and Servicing Agreement) for breaches of representations and warranties) solely under the Trustee's name, (iii) engage counsel to represent the Trustee in any action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller for breaches of representations and warranties), or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 S-1B FORM OF POWER OF ATTORNEY FOR SPECIAL TO NCB MASTER SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION NCB, FSB AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxNCB, 00xx Xxxxx Xxx XxxxxxxxxFSB 2011 Crystal Drive, Suite 800 Arlixxxxx, XX 00000 AttentionXxxxxxxxx: Commercial Mortgage Pass- Xxxxxxxx Xxxxx, Xxxx Xstate Master Xxxxxxxxx Xx: Morgan Stanley Capital I Inc., Comxxxxxxl Xxxxxxge Pass-Through Certificates Certificates, Series 20052007-HQ5 IQ16 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Comxxxxxxl Xxxxxxge Pass-Through Certificates, Series 20052007-HQ5 IQ16 (the "Trustee"), under that certain Pooling and Servicing Agreement dated as of March November 1, 2005 2007 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONNCB, FSB, as Special Servicer NCB master servicer under the Pooling and Servicing Agreement (the "GMACNCB Master Servicer"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC NCB,FSB to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC NCB, FSB of its duties as Special NCB Master Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC NCB, FSB full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC NCB, FSB shall lawfully do or cause to be done by virtue hereof. Notwithstanding anything contained herein to the contrary, the NCB Master Servicer shall not, without the Trustee's written consent: (i) initiate any action, suit or proceeding directly relating to the servicing of a Mortgage Loan solely under the Trustee's name without indicating the NCB Master Servicer's representative capacity, (ii) initiate any other action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller (each as defined in the Pooling and Servicing Agreement) for breaches of representations and warranties) solely under the Trustee's name, (iii) engage counsel to represent the Trustee in any action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller for breaches of representations and warranties), or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION XXXXX FARGO BANK, N.A. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: :Commercial Mortgage Pass- Through Certificates Series 20052002-HQ5 TOP7 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20052002-HQ5 TOP7 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March June 1, 2005 2002 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer under the Pooling and Servicing Agreement ("GMAC"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 -------------------------------------------------------------------------------- XXXXXXX X-0 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION XXXXX FARGO BANK, N.A. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION LENNAR PARTNERS, INC. 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx17th Floor San Francisco, XX 00000 CA 94111 Attention: :Commercial Mortgage Pass- Through Certificates Series 20052000-HQ5 LIFE Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20052000-HQ5 LIFE ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March 1, 2005 2000 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONLENNAR PARTNERS, INC., as Special Servicer under the Pooling and Servicing Agreement ("GMACLennar"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC Lennar to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC Lennar of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC Lennar full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC Lennar shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 S-2A FORM OF POWER OF ATTORNEY FOR TO GENERAL SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION MIDLAND LOAN SERVICES, INC. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxMIDLAND LOAN SERVICES, 00xx Xxxxx Xxx XxxxxxxxxINC. 10851 Mastin, XX 00000 Suite 700 Overland Park, Kansas 66210 Attention: Presixxxx - Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass- Pass-Through Certificates Series Certixxxxxxs, Xxxxxs 2005-HQ5 IQ9 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through CertificatesCertixxxxxxs, Series Xxxxxs 2005-HQ5 IQ9 (the "Trustee"), under that certain Pooling and Servicing Agreement dated as of March February 1, 2005 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONMIDLAND LOAN SERVICES, INC. ("Midland"), as Special Servicer general special servicer under the Pooling and Servicing Agreement (the "GMACGeneral Special Servicer"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC Midland to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC Midland of its duties as General Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC Midland full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC Midland shall lawfully do or cause to be done by virtue hereof. Notwithstanding anything contained herein to the contrary, the General Special Servicer shall not, without the Trustee's written consent: (i) initiate any action, suit or proceeding directly relating to the servicing of a Mortgage Loan solely under the Trustee's name without indicating the General Special Servicer's representative capacity, (ii) initiate any other action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller (each as defined in the Pooling and Servicing Agreement) for breaches of representations and warranties) solely under the Trustee's name, (iii) engage counsel to represent the Trustee in any action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller for breaches of representations and warranties), or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.

WITNESS my hand and official seal. Signature ______________________________ Notary Public in and for Said County and State June 13, 2005 NBT Bancorp Inc. 50 Xxxxx Xxxxx Xxxxxx P.X. Xxx 000 Xxxxxxx, Xxx Xxxx 00000 Ladies & Gentlemen: I have been advised that I might be considered to be an “affiliate” of Notary CNB Bancorp, Inc., a New York corporation (Affix seal in “CNB”), for purposes of paragraphs (c) and (d) of Rule 145 of the above blank spaceSecurities and Exchange Commission (the “SEC”) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.under the Securities Act of 1933, as trustee for Xxxxxx Xxxxxxx Capital I amended (the “Securities Act”). NBT Bancorp Inc., Commercial Mortgage Pass-Through Certificatesa Delaware corporation (“NBT”) and CNB have entered into an Agreement and Plan of Merger, Series 2005-HQ5 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March 1June 13, 2005 (the "Pooling and Servicing “Agreement"”). Upon consummation of the merger contemplated by the Agreement (the “Merger”), does hereby nominateI may receive shares of common stock, constitute par value $0.01 per share, of NBT (“NBT Common Stock”) in exchange for my shares of common stock, par value $2.50 per share, of CNB (“CNB Common Stock”). This agreement is hereinafter referred to as the “Letter Agreement.” Terms that are undefined herein shall have the meaning set forth in the Merger Agreement. I represent and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONwarrant to, and agree with, NBT as follows: 1. I have read this Letter Agreement and the Agreement and have discussed their requirements and other applicable limitations upon my ability to sell, pledge, transfer or otherwise dispose of shares of NBT Common Stock that I may receive pursuant to the Merger, to the extent I felt necessary, with my counsel or counsel for CNB. 2. I have been advised that any issuance of shares of NBT Common Stock to me pursuant to the Merger will be registered with the SEC. I have also been advised, however, that, because I may be an “affiliate” of CNB at the time the Merger will be submitted for a vote of the stockholders of CNB and my disposition of such shares has not been registered under the Securities Act, I must hold such shares indefinitely unless (i) such disposition of such shares is subject to an effective registration statement and to the availability of a prospectus under the Securities Act, (ii) a sale of such shares is made in conformity with the provisions of Rule 145(d) under the Securities Act, (iii) a sale of such shares is made following expiration of the restrictive period set forth in Rule 145(d)(2) or (3) or (iv) in an opinion of counsel, in form and substance reasonably satisfactory to NBT, such disposition of such shares is otherwise exempt from registration under the Securities Act. 3. I understand and agree that stop transfer instructions will be given to the transfer agent of NBT with respect to the shares of NBT Common Stock I receive pursuant to the Merger and that there will be placed on the certificate representing such shares, or any certificates delivered in substitution therefor, a legend stating in substance: The shares represented by this certificate were issued in a transaction to which Rule 145 under the Securities Act applies. The shares represented by this certificate may only be transferred in accordance with Rule 145(d) or an effective registration statement or exemption from registration under the Securities Act. 4. NBT reserves the right to put an appropriate legend on the certificate issued to my transferee unless (i) a transfer of my shares of the NBT Common Stock is a sale made in conformity with the provisions of Rule 145(d), made following the expiration of the restrictive period set forth in Rule 145(d) or made pursuant to any effective registration statement under the Securities Act, or (ii) I shall have delivered to NBT an opinion of counsel reasonably satisfactory to NBT to the effect that such legend is not required for purposes of the Securities Act. 5. I recognize and agree that the foregoing provisions also apply to (i) my spouse, (ii) any relative of mine or my spouse’s occupying my home, (iii) any trust or estate in which I, my spouse or any such relative owns at least 10% beneficial interest or of which any of us serves as trustee, executor or in any similar capacity and (iv) any corporation or other organization in which I, my spouse and any such relative collectively own at least 10% of any class of equity securities or of the equity interest. 6. I understand and agree that NBT is under no obligation to register under the Securities Act the sale, transfer or other disposition of the shares of NBT that I receive as a result of the Merger. 7. I further recognize that in the event I become a director or officer of NBT upon consummation of the Merger, any sale of NBT Common Stock by me may subject me to liability pursuant to Section 16(b) of the Securities Exchange Act of 1934, as Special Servicer under the Pooling and Servicing amended. 8. Execution of this Letter Agreement ("GMAC"), should not be construed as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC to service and administer the Mortgage Loans (an admission on my part that I am an “affiliate” of CNB as defined described in the Pooling and Servicing first paragraph of this Letter Agreement or as a waiver of any rights I may have to object to any claim that I am such an affiliate on or after the date of this Letter Agreement) in connection with the performance by GMAC of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION XXXXX FARGO BANK, N.A. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION XXXXX FARGO BANK, N.A. 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx17th Floor San Francisco, XX 00000 CA 94111 Attention: :Commercial Mortgage Pass- Through Certificates Series 20051999-HQ5 LIFE Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20051999-HQ5 LIFE ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March August 1, 2005 1999 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONXXXXX FARGO BANK, NATIONAL ASSOCIATION, as Special Servicer under the Pooling and Servicing Agreement ("GMACXxxxx Fargo Bank"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC Xxxxx Fargo Bank to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC Xxxxx Fargo Bank of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC Xxxxx Fargo Bank full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC Xxxxx Fargo Bank shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION WELLS FARGO BANK, N.A. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxJ.E. ROBERT COMXXXX, 00xx INC. 1650 Tysons Boulevard, Suite 1600 McLean Xxxxixxx Xxtention: [_______________________] Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANKHSBC BANK USA, N.A.NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through CertificatesCerxxxxxxtxx, Series 2005Xxxies 2006-HQ5 HQ9 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March August 1, 2005 2006 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONJ.E. ROBERT COMPANY, INC., as Special Servicer under the Pooling and Servicing anx Xxrxxxxxx Agreement ("GMACJER"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC JER to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC JER of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC JER full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC JER shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary _________________________________ (Affix seal in the above blank spaceSeal) ================================================================================ EXHIBIT S-2 L FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BYTRANSFEROR CERTIFICATE [DATE] Long Beach Securities Corp. 0000 Xxxxx Xxxxxxxx Xxxx, Suite 100 Anaheim, CA 92806 Deutsche Bank National Trust Company 0000 Xxxx Xx. Xxxxxx Xxxxx Santa Ana, California 92705 Re: GMAC COMMERCIAL MORTGAGE CORPORATION AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxLong Beach Mortgage Loan Trust 2005-WL2, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Mortgage Pass- Through Asset-Backed Certificates Series 2005-HQ5 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY WL2 Ladies and Gentlemen: In connection with our disposition of the Class [__] Certificates (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A., as trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through the "Certificates, Series 2005-HQ5 ("Trustee"), under that certain issued pursuant to the Pooling and Servicing Agreement dated as of March August 1, 2005 (the "Pooling and Servicing Agreement") among Long Beach Securities Corp., as depositor (the "Depositor"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONLong Beach Mortgage Company, as Special Servicer master servicer (the "Master Servicer") and Deutsche Bank National Trust Company, as trustee (the "Trustee") we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act, (c) to the extent we are disposing of the Class [__] Certificate, we have no knowledge that the Transferee is not a Permitted Transferee and (d) no purpose of the proposed disposition of the Class [__] Certificate is to impede the assessment or collection of tax. Very truly yours, TRANSFEROR By: ______________________________ Name: ____________________________ Title: ___________________________ EXHIBIT M FORM OF OFFICER'S CERTIFICATE RE WAIVER OF PREPAYMENT CHARGES I, ____________, hereby certify that I am a duly appointed ___________________of Long Beach Mortgage Company, a Delaware corporation (the "Company"), and further certify, on behalf of the Company, that, to my knowledge, with respect to the Mortgage Loans listed on Schedule I attached to this certificate, the conditions set forth in Section 2.04(a)(vii) and Section 3.07 of the Pooling and Servicing Agreement dated as of August 1, 2005 among Long Beach Securities Corp., as depositor, the Company, as master servicer and Deutsche Bank National Trust Company, as trustee (the "GMACAgreement"), as its true and lawful attorney-in-fact for it and have been met with respect to all waivers of the Prepayment Charges during the immediately preceding Prepayment Period. Capitalized terms used in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate this certificate without definition have the meaning given to enable GMAC to service and administer the Mortgage Loans (as defined them in the Pooling and Servicing Agreement) in connection with the performance by GMAC of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION X.X. XXXXXX COMPANY, INC. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxX.X. Xxxxxx Company, 00xx Inc. 0000 Xxxxxx Xxxxxxxxx Xxxxx Xxx Xxxxxxxxx0000 XxXxxx, XX 00000 Xxxxxxxx Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 [____________] Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as trustee and custodian for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20052007-HQ5 HQ11 ("Trustee"), under that certain Pooling and Servicing Agreement dated as of March February 1, 2005 2007 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONX.X. XXXXXX COMPANY, INC., as Special Servicer special servicer under the Pooling and Servicing Agreement (the "GMACSpecial Servicer"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC Special Servicer to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC Special Servicer of its duties as Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC Special Servicer full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC Special Servicer shall lawfully do or cause to be done by virtue hereof.

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank spaceSeal) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION BY AND WHEN RECORDED RECORDED, MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION Xxxxxxx Xxxxxxxxxxxx, Esq. Xxxx, Small & Xxxxxx 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxxx Xxxxx Xxx XxxxxxxxxXxxxxxx, XX Xxxxxxxxxx 00000 Attention: Commercial Mortgage Pass- Through Certificates Series 2005-HQ5 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTSLANDLORD AGREEMENT THIS LANDLORD AGREEMENT is made by SOUTHLAND OFFICE ASSOCIATES, that XXXXX FARGO BANK, N.A., as trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ5 LLC ("TrusteeOwner")) whose address is _____________________________________________________ in favor of SILICON VALLEY BANK ("Lender") with an address at 0000 Xxxxxx Xxxxx, under that certain Pooling Xxxxx Xxxxx, Xxxxxxxxxx 00000, and Servicing Agreement dated affects the real property described on Exhibit "A" hereto, commonly known as of March 100000 XXXXXXXXX XXXXX, 2005 XXXXX 000, XXXXXXX, XXXXXXXXXX 00000 (the "Pooling and Servicing AgreementReal Property" or the "), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer under the Pooling and Servicing Agreement (Premises"GMAC"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the Lender entering into a Loan and Security Agreement and other agreements related thereto (hereinafter collectively referred to as the "Agreements") with INTEK INFORMATION, INC. (jointly and severally "Borrower"), which Agreements, among other things, were given by Borrower to Lender for the purpose of securing the repayment of all obligations and the performance of all duties now or hereafter owing by GMAC Borrower to Lender, of its duties every kind and description (collectively the "Obligations"). This Waiver does not amend any of the terms of the Agreements and reference is made to the Agreements for further information as Special Servicer under to their terms. Pursuant to the Pooling Agreements, Lender has loaned or may hereafter loan monies to Borrower secured by, among other collateral, Borrower's now-owned and Servicing Agreementhereafter acquired goods, giving merchandise, inventory, equipment, furniture, furnishings, fixtures, trade fixtures, machinery and granting unto GMAC full power tools, together with all additions, substitutions, replacements, and authority improvements to do and perform any and every act necessarythe same (hereinafter referred to as "Goods"), requisite, which Goods are or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC shall lawfully do or cause are to be done by virtue hereof.located on and may be affixed to the Premises or improvements thereon. Owner agrees as follows:

WITNESS my hand and official seal. Signature of Notary (Affix seal in the above blank space) ================================================================================ EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR TO GENERAL SPECIAL SERVICER RECORDING REQUESTED BY: GMAC COMMERCIAL MORTGAGE CORPORATION CENTERLINE SERVICING INC. AND WHEN RECORDED MAIL TO: GMAC COMMERCIAL MORTGAGE CORPORATION 000 Xxxxxxxxxx XxxxxxCENTERLINE SERVICING INC. 5221 N. O'Connor Blvd, 00xx Suite 600 Ixxxxx, Xxxxx Xxx Xxxxxxxxx, XX 00000 0003 Attention: Commercial Mortgage Pass- Morgan Stanley Capital I Inc., Comxxxxxxl Xxxxxxge Pass-Through Certificates Certificates, Series 20052007-HQ5 IQ16 Space above this line for Recorder's use -------------------------------------------------------------------------------- LIMITED POWER OF ATTORNEY (SPECIAL) KNOW ALL MEN BY THESE PRESENTS, that XXXXX FARGO BANK, N.A.LASALLE BANK NATIONAL ASSOCIATION, as trustee for Xxxxxx Xxxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Comxxxxxxl Xxxxxxge Pass-Through Certificates, Series 20052007-HQ5 IQ16 (the "Trustee"), under that certain Pooling and Servicing Agreement dated as of March November 1, 2005 2007 (the "Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL MORTGAGE CORPORATIONCenterline Servicing Inc., as Special Servicer a special servicer under the Pooling and Servicing Agreement (the "GMACGeneral Special Servicer"), as its true and lawful attorney-in-fact for it and in its name, place, stead and for its use and benefit: To perform any and all acts which may be necessary or appropriate to enable GMAC Centerline Servicing Inc. to service and administer the Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection with the performance by GMAC Centerline Servicing Inc. of its duties as General Special Servicer under the Pooling and Servicing Agreement, giving and granting unto GMAC Centerline Servicing Inc. full power and authority to do and perform any and every act necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or confirming all that GMAC Centerline Servicing Inc. shall lawfully do or cause to be done by virtue hereof. Notwithstanding anything contained herein to the contrary, the General Special Servicer shall not, without the Trustee's written consent: (i) initiate any action, suit or proceeding directly relating to the servicing of a Mortgage Loan solely under the Trustee's name without indicating the General Special Servicer's representative capacity, (ii) initiate any other action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller (each as defined in the Pooling and Servicing Agreement) for breaches of representations and warranties) solely under the Trustee's name, (iii) engage counsel to represent the Trustee in any action, suit or proceeding not directly relating to the servicing of a Mortgage Loan (including but not limited to actions, suits or proceedings against Certificateholders, or against the Depositor or a Seller for breaches of representations and warranties), or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.