Up-to-date information regarding the exhibits and schedules to the
Pooling and Servicing Agreement are available through the Trustee at 135 South
LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attention: Asset-Based
Securities Trust Services Group-Morgan Stanley Dean Witter Capital I Inc.,
Series 2002-IQ3.



<PAGE>

================================================================================


                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.,
                                  as Depositor,

                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                           as General Master Servicer,

                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                          as General Special Servicer,

                                    NCB, FSB,
                             as NCB Master Servicer,

                       NATIONAL CONSUMER COOPERATIVE BANK,
                           as Co-op Special Servicer,

                       PRINCIPAL GLOBAL INVESTORS, LLC,
           as Special Servicer with respect to Mortgage Loan No. 7,


                      LASALLE BANK NATIONAL ASSOCIATION,
             as Trustee, Paying Agent and Certificate Registrar,


                                      and

                              ABN AMRO BANK N.V.,
                                as Fiscal Agent.

                         POOLING AND SERVICING AGREEMENT

                          Dated as of December 1, 2002

                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2002-IQ3

================================================================================
<PAGE>




                               TABLE OF CONTENTS



                                    ARTICLE I

                                   DEFINITIONS

Section 1.1   Definitions..................................................
Section 1.2   Calculations Respecting Mortgage Loans.......................
Section 1.3   Calculations Respecting Accrued Interest.....................
Section 1.4   Interpretation...............................................
Section 1.5   ARD Loans....................................................
Section 1.6   Certain Matters with respect to the San Tomas Mortgage
               Loan........................................................


                                   ARTICLE II

                             DECLARATION OF TRUST;
                           ISSUANCES OF CERTIFICATES

Section 2.1   Conveyance of Mortgage Loans.................................
Section 2.2   Acceptance by Trustee........................................
Section 2.3   Sellers' Repurchase of Mortgage Loans for Material
               Document Defects and Material Breaches of
               Representations and Warranties..............................
Section 2.4   Representations and Warranties...............................
Section 2.5   Conveyance of Interests......................................


                                  ARTICLE III

                                THE CERTIFICATES

Section 3.1   The Certificates.............................................
Section 3.2   Registration.................................................
Section 3.3   Transfer and Exchange of Certificates........................
Section 3.4   Mutilated, Destroyed, Lost or Stolen Certificates............
Section 3.5   Persons Deemed Owners........................................
Section 3.6   Access to List of Certificateholders' Names and Addresses....
Section 3.7   Book-Entry Certificates......................................
Section 3.8   Notices to Clearing Agency...................................
Section 3.9   Definitive Certificates......................................


                                   ARTICLE IV

                                    ADVANCES

Section 4.1   P&I Advances by the Applicable Master Servicers..............
Section 4.2   Servicing Advances...........................................
Section 4.3   Advances by the Trustee and the Fiscal Agent.................
Section 4.4   Evidence of Nonrecoverability................................
Section 4.5   Interest on Advances; Calculation of Outstanding Advances
               with Respect to a Mortgage Loan.............................
Section 4.6   Reimbursement of Advances and Advance Interest...............
Section 4.7   Fiscal Agent Termination Event...............................
Section 4.8   Procedure Upon Termination Event.............................
Section 4.9   Merger or Consolidation of Fiscal Agent......................
Section 4.10  Limitation on Liability of the Fiscal Agent and Others.......
Section 4.11  Indemnification of Fiscal Agent..............................


                                   ARTICLE V

                          ADMINISTRATION OF THE TRUST

Section 5.1   Collections..................................................
Section 5.2   Application of Funds in the Certificate Accounts and
               Interest Reserve Accounts...................................
Section 5.3   Distribution Account and Reserve Account.....................
Section 5.4   Paying Agent Reports.........................................
Section 5.5   Paying Agent Tax Reports.....................................


                                   ARTICLE VI

                                 DISTRIBUTIONS

Section 6.1   Distributions Generally......................................
Section 6.2   REMIC I......................................................
Section 6.3   REMIC II.....................................................
Section 6.4   Reserved.....................................................
Section 6.5   REMIC III....................................................
Section 6.6   Allocation of Realized Losses, Expense Losses and
               Shortfalls Due to Nonrecoverability.........................
Section 6.7   Net Aggregate Prepayment Interest Shortfalls.................
Section 6.8   Adjustment of Servicing Fees.................................
Section 6.9   Appraisal Reductions.........................................
Section 6.10  Compliance with Withholding Requirements.....................
Section 6.11  Prepayment Premiums and Yield Maintenance Charges............


                                  ARTICLE VII

                  CONCERNING THE TRUSTEE, THE FISCAL AGENT AND
                                THE PAYING AGENT

Section 7.1   Duties of the Trustee, the Fiscal Agent and the Paying
               Agent.......................................................
Section 7.2   Certain Matters Affecting the Trustee, the Fiscal Agent
               and the Paying Agent........................................
Section 7.3   The Trustee, the Fiscal Agent and the Paying Agent Not
               Liable for Certificates or Interests or Mortgage Loans......
Section 7.4   The Trustee, the Fiscal Agent and the Paying Agent May
               Own Certificates............................................
Section 7.5   Eligibility Requirements for the Trustee, the Fiscal
               Agent and the Paying Agent..................................
Section 7.6   Resignation and Removal of the Trustee, the Fiscal Agent
               or the Paying Agent.........................................
Section 7.7   Successor Trustee, Fiscal Agent or Paying Agent..............
Section 7.8   Merger or Consolidation of Trustee, Fiscal Agent or
               Paying Agent................................................
Section 7.9   Appointment of Co-Trustee, Separate Trustee, Agents or
               Custodian...................................................
Section 7.10  Authenticating Agents........................................
Section 7.11  Indemnification of Trustee, the Fiscal Agent and the
               Paying Agent................................................
Section 7.12  Fees and Expenses of Trustee, the Fiscal Agent and the
               Paying Agent................................................
Section 7.13  Collection of Moneys.........................................
Section 7.14  Trustee To Act; Appointment of Successor.....................
Section 7.15  Notification to Holders......................................
Section 7.16  Representations and Warranties of the Trustee, the Fiscal
               Agent and the Paying Agent..................................
Section 7.17  Fidelity Bond and Errors and Omissions Insurance Policy
               Maintained by the Trustee, the Fiscal Agent and the
               Paying Agent................................................


                                  ARTICLE VIII

                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 8.1   Servicing Standard; Servicing Duties.........................
Section 8.2   Fidelity Bond and Errors and Omissions Insurance Policy
               Maintained by the Master Servicers..........................
Section 8.3   Master Servicers' General Power and Duties...................
Section 8.4   Primary Servicing and Sub-Servicing..........................
Section 8.5   Servicers May Own Certificates...............................
Section 8.6   Maintenance of Hazard Insurance, Other Insurance, Taxes
               and Other...................................................
Section 8.7   Enforcement of Due-On-Sale Clauses; Assumption
               Agreements; Due-On-Encumbrance Clause.......................
Section 8.8   Trustee to Cooperate; Release of Trustee Mortgage Files......
Section 8.9   Documents, Records and Funds in Possession of the Master
               Servicers to be Held for the Trustee for the Benefit of
               the Certificateholders......................................
Section 8.10  Servicing Compensation.......................................
Section 8.11  Master Servicer Reports; Account Statements..................
Section 8.12  Annual Statement as to Compliance............................
Section 8.13  Annual Independent Public Accountants' Servicing Report......
Section 8.14  Operating Statement Analysis Reports Regarding the
               Mortgaged Properties........................................
Section 8.15  Other Available Information and Certain Rights of the
               Master Servicers............................................
Section 8.16  Rule 144A Information........................................
Section 8.17  Inspections..................................................
Section 8.18  Modifications, Waivers, Amendments, Extensions and
               Consents....................................................
Section 8.19  Specially Serviced Mortgage Loans............................
Section 8.20  Representations, Warranties and Covenants of the Master
               Servicers...................................................
Section 8.21  Merger or Consolidation......................................
Section 8.22  Resignation of a Master Servicer.............................
Section 8.23  Assignment or Delegation of Duties by a Master Servicer......
Section 8.24  Limitation on Liability of the Master Servicers and Others...
Section 8.25  Indemnification; Third-Party Claims..........................
Section 8.26  1934 Act Reporting...........................................
Section 8.27  Compliance with REMIC Provisions.............................
Section 8.28  Termination..................................................
Section 8.29  Procedure Upon Termination...................................


                                   ARTICLE IX

   ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE LOANS BY THE
                                SPECIAL SERVICERS

Section 9.1   Duties of the Special Servicers..............................
Section 9.2   Fidelity Bond and Errors and Omissions Insurance Policy
               of the Special Servicers....................................
Section 9.3   Reserved.....................................................
Section 9.4   Special Servicers' General Powers and Duties.................
Section 9.5   "Due-on-Sale" Clauses; Assignment and Assumption
               Agreements; Modifications of Specially Serviced Mortgage
               Loans; Due-On-Encumbrance Clauses...........................
Section 9.6   Release of Mortgage Files....................................
Section 9.7   Documents, Records and Funds in Possession of the Special
               Servicers To Be Held for the Trustee........................
Section 9.8   Representations, Warranties and Covenants of the Special
               Servicers...................................................
Section 9.9   Standard Hazard, Flood and Comprehensive General
               Liability Insurance Policies................................
Section 9.10  Presentment of Claims and Collection of Proceeds.............
Section 9.11  Compensation to the Special Servicers........................
Section 9.12  Realization Upon Defaulted Mortgage Loans....................
Section 9.13  Foreclosure..................................................
Section 9.14  Operation of REO Property....................................
Section 9.15  Sale of REO Property.........................................
Section 9.16  Realization on Collateral Security...........................
Section 9.17  Reserved.....................................................
Section 9.18  Annual Officer's Certificate as to Compliance................
Section 9.19  Annual Independent Accountants' Servicing Report.............
Section 9.20  Merger or Consolidation......................................
Section 9.21  Resignation of a Special Servicer............................
Section 9.22  Assignment or Delegation of Duties by the Special
               Servicers...................................................
Section 9.23  Limitation on Liability of the Special Servicers and
               Others......................................................
Section 9.24  Indemnification; Third-Party Claims..........................
Section 9.25  Reserved.....................................................
Section 9.26  Special Servicers May Own Certificates.......................
Section 9.27  Tax Reporting................................................
Section 9.28  Application of Funds Received................................
Section 9.29  Compliance with REMIC Provisions.............................
Section 9.30  Termination..................................................
Section 9.31  Procedure Upon Termination...................................
Section 9.32  Certain Special Servicer Reports.............................
Section 9.33  Special Servicer to Cooperate with the Master Servicers
               and Paying Agent............................................
Section 9.34  Reserved.....................................................
Section 9.35  Reserved.....................................................
Section 9.36  Sale of Defaulted Mortgage Loans.............................
Section 9.37  Operating Adviser; Elections.................................
Section 9.38  Limitation on Liability of Operating Adviser.................
Section 9.39  Rights of Operating Adviser..................................
Section 9.40  Rights of the Holder of the San Tomas B Note.................


                                   ARTICLE X

                     PURCHASE AND TERMINATION OF THE TRUST

Section 10.1  Termination of Trust Upon Repurchase or Liquidation of
               All Mortgage Loans..........................................
Section 10.2  Procedure Upon Termination of Trust..........................
Section 10.3  Additional Trust Termination Requirements....................


                                   ARTICLE XI

                          RIGHTS OF CERTIFICATEHOLDERS

Section 11.1  Limitation on Rights of Holders..............................
Section 11.2  Access to List of Holders....................................
Section 11.3  Acts of Holders of Certificates..............................


                                  ARTICLE XII

                     REMIC AND GRANTOR TRUST ADMINISTRATION

Section 12.1  REMIC Administration.........................................
Section 12.2  Prohibited Transactions and Activities.......................
Section 12.3  Modifications of Mortgage Loans..............................
Section 12.4  Liability with Respect to Certain Taxes and Loss of REMIC
               Status......................................................
Section 12.5  Grantor Trust Reporting......................................


                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

Section 13.1  Binding Nature of Agreement..................................
Section 13.2  Entire Agreement.............................................
Section 13.3  Amendment....................................................
Section 13.4  GOVERNING LAW................................................
Section 13.5  Notices......................................................
Section 13.6  Severability of Provisions...................................
Section 13.7  Indulgences; No Waivers......................................
Section 13.8  Headings Not to Affect Interpretation........................
Section 13.9  Benefits of Agreement........................................
Section 13.10 Special Notices to the Rating Agencies.......................
Section 13.11 Counterparts.................................................
Section 13.12 Intention of Parties.........................................
Section 13.13 Recordation of Agreement.....................................
Section 13.14 Rating Agency Monitoring Fees................................
Section 13.15 Acknowledgement by Primary Servicer..........................

                             EXHIBITS AND SCHEDULES

EXHIBIT A-1      Form of Class A-1 Certificate
EXHIBIT A-2      Form of Class A-2 Certificate
EXHIBIT A-3      Form of Class A-3 Certificate
EXHIBIT A-4      Form of Class A-4 Certificate
EXHIBIT A-5      Form of Class B Certificate
EXHIBIT A-6      Form of Class C Certificate
EXHIBIT A-7      Form of Class D Certificate
EXHIBIT A-8      Form of Class E Certificate
EXHIBIT A-9      Form of Class F Certificate
EXHIBIT A-10     Form of Class G Certificate
EXHIBIT A-11     Form of Class H Certificate
EXHIBIT A-12     Form of Class J Certificate
EXHIBIT A-13     Form of Class K Certificate
EXHIBIT A-14     Form of Class L Certificate
EXHIBIT A-15     Form of Class M Certificate
EXHIBIT A-16     Form of Class N Certificate
EXHIBIT A-17     Form of Class O Certificate
EXHIBIT A-18     Form of Class EI Certificate
EXHIBIT A-19     Form of Class R-I Certificate
EXHIBIT A-20     Form of Class R-II Certificate
EXHIBIT A-21     Form of Class R-III Certificate
EXHIBIT A-22     Form of Class X-1 Certificate
EXHIBIT A-23     Form of Class X-2 Certificate
EXHIBIT A-24     Form of Class X-Y Certificate
EXHIBIT B-1      Form of Initial  Certification  of Trustee (Section 2.2)
EXHIBIT B-2      Form of Final Certification of Trustee (Section 2.2)
EXHIBIT C        Form of Request for Release
EXHIBIT D-1      Form of Transferor Certificate for Transfers to Definitive
                 Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-2A     Form I of Transferee Certificate for Transfers of Definitive
                 Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-2B     Form II of Transferee Certificate for Transfers of
                 Definitive Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-3A     Form I of Transferee Certificate for Transfers of Interests
                 in Book-Entry Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-3B     Form II of Transferee Certificate for Transfers of Interests
                 in Book-Entry Privately Offered Certificates (Section 3.3(c))
EXHIBIT E-1      Form of Transfer Affidavit and Agreement (Section 3.3(e))
EXHIBIT E-2      Form of Transfer Affidavit and Agreement (Section 3.3(e))
EXHIBIT F        Form of Regulation S Certificate
EXHIBIT G        Reserved
EXHIBIT H        Form of Exchange Certification
EXHIBIT I        Form of EUROCLEAR or Clearstream Certificate (Section 3.7(d)
EXHIBIT J        List of Loans as to Which Excess Servicing Fees Are Paid
EXHIBIT K-1      Form of Mortgage Loan Purchase Agreement I (MSDWMC)
EXHIBIT K-2      Form of Mortgage Loan Purchase Agreement II (UCL)
EXHIBIT K-3      Form of Mortgage Loan Purchase Agreement III (Prudential)
EXHIBIT K-4      Form of Mortgage Loan Purchase Agreement IV (Principal)
EXHIBIT K-5      Form of Mortgage Loan Purchase Agreement V (NCCB)
EXHIBIT K-6      Form of Mortgage Loan Purchase Agreement VI (NCBFSB)
EXHIBIT K-7      Form of Mortgage Loan Purchase Agreement VII (TIAA)
EXHIBIT K-8      Form of Mortgage Loan Purchase Agreement VIII (Nationwide)
EXHIBIT L        Form of Inspection Report
EXHIBIT M        Form of Monthly Certificateholders Report (Section 5.4(a))
EXHIBIT N        Form of Operating Statement Analysis Report
EXHIBIT O        Reserved
EXHIBIT P        Form of NOI Adjustment Worksheet
EXHIBIT Q        Reserved
EXHIBIT R        Reserved
EXHIBIT S-1-A    Form of Power of Attorney to applicable General Master
                 Servicer (Section 8.3(c))
EXHIBIT S-1-B    Form of Power of Attorney to NCB Master Servicer (Section
                 8.3(c))
EXHIBIT S-2-A    Form of Power of Attorney to General Special Servicer
                 (Section 9.4(a))
EXHIBIT S-2-B    Form of Power of Attorney to Co-op Special Servicer (Section
                 9.4(a))
EXHIBIT S-2-C    Form of Power of Attorney to Principal Special Servicer
                 (Section 9.4(a))
EXHIBIT T        Form of Subordination Agreement for NCBFSB Subordinate Debt
EXHIBIT U        Form of Assignment and Assumption Submission to applicable
                 Special Servicer (Section 8.7(a))
EXHIBIT V        Form of Additional Lien, Monetary Encumbrance and Mezzanine
                 Financing Submission Package to a Special Servicer (Section
                 8.7(h))
EXHIBIT W        Restricted Servicer Reports
EXHIBIT X        Unrestricted Servicer Reports
EXHIBIT Y        Investor Certificate (Section 5.4(a))
EXHIBIT Z        Form of Notice and Certification (Section 8.3(h))
EXHIBIT AA       Form of Performance Certification (Section 8.26(b))

SCHEDULE I       MSDWMC Loan Schedule
SCHEDULE II      UCL Loan Schedule
SCHEDULE III     Prudential Loan Schedule
SCHEDULE IV      Principal Loan Schedule
SCHEDULE V       NCCB Loan Schedule
SCHEDULE VI      NCBFSB Loan Schedule
SCHEDULE VII     TIAA Loan Schedule
SCHEDULE VIII    Nationwide Loan Schedule
SCHEDULE IX      List of Escrow Accounts Not Currently Eligible Accounts
                 (Section 8.3(e))
SCHEDULE X       Certain Escrow Accounts for Which a Report Under Section
                 5.1(g) is Required
SCHEDULE XI      List of Mortgagors that are Third-Party Beneficiaries Under
                 Section 2.3(a)
SCHEDULE XII     Rates Used in Determination of Class X Pass-Through Rates
                 ("Class X-1 Strip Rate" and "Class X-2 Strip Rate")
SCHEDULE XIII    Earn-Out Reserves


<PAGE>



            THIS POOLING AND SERVICING AGREEMENT is dated as of December 1, 2002
(this  "Agreement")  among MORGAN STANLEY DEAN WITTER CAPITAL I INC., a Delaware
corporation,   as  depositor  (the   "Depositor"),   GMAC  COMMERCIAL   MORTGAGE
CORPORATION,  as  a  master  servicer  (the  "General  Master  Servicer"),  GMAC
COMMERCIAL  MORTGAGE  CORPORATION,  as a special  servicer (the "General Special
Servicer"), NCB, FSB, as a master servicer (the "NCB Master Servicer"), NATIONAL
CONSUMER COOPERATIVE BANK, as a special servicer (the "Co-op Special Servicer"),
PRINCIPAL GLOBAL INVESTORS, LLC, formerly known as Principal Capital Management,
LLC, as special  servicer  with  respect to Mortgage  Loan No. 7,  LASALLE  BANK
NATIONAL ASSOCIATION, as trustee of the Trust (in such capacity, the "Trustee"),
as paying  agent (in such  capacity,  the  "Paying  Agent")  and as  certificate
registrar,  and ABN AMRO  BANK  N.V.,  only in its  capacity  as a fiscal  agent
pursuant to Article IV hereof (the "Fiscal Agent").

                             PRELIMINARY STATEMENT

            On the Closing Date,  the Depositor  will acquire the Mortgage Loans
from Morgan Stanley Dean Witter Mortgage Capital Inc., as seller ("MSDWMC"), The
Union Central Life Insurance  Company,  as seller ("UCL"),  Prudential  Mortgage
Capital Funding,  LLC, as seller  ("Prudential"),  Principal Commercial Funding,
LLC, as seller  ("Principal"),  National  Consumer  Cooperative  Bank, as seller
("NCCB"),  NCB,  FSB,  as seller  ("NCBFSB"),  Teachers  Insurance  and  Annuity
Association  of  America,  as seller  ("TIAA")  and  Nationwide  Life  Insurance
Company, as seller  ("Nationwide"),  and will be the owner of the Mortgage Loans
and the other  property being conveyed by it to the Trustee for inclusion in the
Trust which is hereby  created.  On the Closing Date, the Depositor will acquire
(i) the REMIC I Regular Interests and the Class R-I Certificate as consideration
for its  transfer  to the Trust of the  Mortgage  Loans  (other  than any Excess
Interest  payable thereon) and the other property  constituting the Trust;  (ii)
the REMIC II Regular  Interests and the Class R-II Certificates as consideration
for its transfer of the REMIC I Regular Interests to the Trust;  (iii) the REMIC
III  Certificates  as  consideration  for its  transfer  of the REMIC II Regular
Interests to the Trust and (iv) the Class EI Certificates as  consideration  for
its  transfer  of the Excess  Interest  to the  Trust.  The  Depositor  has duly
authorized  the  execution  and  delivery of this  Agreement  to provide for the
foregoing  and the issuance of (A) the REMIC I Regular  Interests  and the Class
R-I Certificates  representing in the aggregate the entire beneficial  ownership
of REMIC I, (B) the REMIC II Regular  Interests and the Class R-II  Certificates
representing in the aggregate the entire  beneficial  ownership of REMIC II, (C)
the REMIC III Certificates  representing in the aggregate the entire  beneficial
ownership  of REMIC III and (D) the Class EI  Certificates  representing  in the
aggregate the entire beneficial  ownership of the Class EI Grantor Trust. Excess
Interest  payable  on the  Mortgage  Loan  shall be held in the Class EI Grantor
Trust for the benefit of the Class EI Certificates. All covenants and agreements
made by the Depositor and the Trustee  herein with respect to the Mortgage Loans
and the other property constituting the Trust are for the benefit of the Holders
of the REMIC I Regular Interests,  the REMIC II Regular Interests,  the Residual
Certificates,  the REMIC III Regular Certificates and the Class EI Certificates.
The  parties  hereto  are  entering  into this  Agreement,  and the  Trustee  is
accepting the trusts created hereby,  for good and valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged.

            The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and
Class D Certificates  will be offered for sale pursuant to the  prospectus  (the
"Prospectus")  dated  November  22, 2002,  as  supplemented  by the  preliminary
prospectus supplement dated November 22, 2002 (together with the Prospectus, the
"Preliminary Prospectus  Supplement"),  and as further supplemented by the final
prospectus supplement dated December 5, 2002 (together with the Prospectus,  the
"Final Prospectus  Supplement"),  and the Class X-1, Class X-2, Class X-Y, Class
E,  Class F,  Class G,  Class H, Class J, Class K, Class L, Class M, Class N and
Class O  Certificates  will be offered for sale pursuant to a Private  Placement
Memorandum dated December 5, 2002.

            The following sets forth the Class  designation,  Pass-Through Rate,
initial  Aggregate  Certificate  Balance (or initial  Notional Amount) and Final
Scheduled  Distribution Date for each Class of REMIC I Regular Interests and the
Class R-I Certificates, together comprising the interests in REMIC I, each Class
of  REMIC  II  Regular  Interests  and the  Class  R-II  Certificates,  together
comprising  the  interests  in REMIC II,  each  Class of REMIC III  Certificates
comprising  the  interests  in REMIC  III  created  hereunder  and the  Class EI
Certificates  comprising  the  beneficial  ownership  interest  in the  Class EI
Grantor Trust:

                                     REMIC I

            Each  REMIC I Regular  Interest  (a  "Corresponding  REMIC I Regular
Interest") will relate to a specific Mortgage Loan. Each  Corresponding  REMIC I
Regular Interest (other than the Group X-Y REMIC I Regular  Interests) will have
a  pass-through  rate  equal to the  REMIC I Net  Mortgage  Rate of the  related
Mortgage Loan, an initial principal amount (the initial  "Certificate  Balance")
equal to the  Scheduled  Principal  Balance  as of the  Cut-Off  Date (as herein
defined)  of the  Mortgage  Loan to  which  the  Corresponding  REMIC I  Regular
Interest  relates,  and a latest  possible  maturity date set to the Final Rated
Distribution  Date (as defined herein).  Each Group X-Y REMIC I Regular Interest
will relate to a specific Specially  Designated Co-op Loan. Each Group X-Y REMIC
I Regular Interest will have a Pass-Through  Rate equal to the related Class X-Y
Strip Rate, an initial notional amount equal to the Scheduled  Principal Balance
as of the  Cut-Off  Date of the  Specially  Designated  Co-op Loan to which such
Group X-Y REMIC I Regular Interest relates,  and a latest possible maturity date
set to the Final Rated  Distribution Date. Excess Interest shall not be included
as an asset of REMIC I. The Class R-I Certificate will be designated as the sole
Class of residual interests in REMIC I and will have no Certificate  Balance and
no Pass-Through Rate, but will be entitled to receive the proceeds of any assets
remaining  in REMIC I after all Classes of REMIC I Regular  Interests  have been
paid in full.

                                    REMIC II

            The  REMIC II  Regular  Interests  have the  pass-through  rates and
Certificate Balances or Notional Amount set forth in the definition thereof. The
Class  R-II  Certificates  will be  designated  as the sole  Class  of  residual
interests in REMIC II and will have no Certificate  Balance and no  Pass-Through
Rate,  but will be entitled to receive the  proceeds of any assets  remaining in
REMIC II after all Classes of REMIC II Regular Interests have been paid in full.

                             REMIC III GRANTOR TRUST

    REMIC III         Initial          Initial Aggregate
Regular Interest    Pass-Through    Certificate Balance or    Final Scheduled
   Designation        Rate(a)           Notional Amount     Distribution Date(b)
-----------------   ------------    ----------------------  -------------------
Class A-1                3.48%          $  81,000,000              1/15/07
Class A-2                4.39%          $ 125,000,000              2/15/12
Class A-3                4.80%          $  90,019,000              2/15/12
Class A-4                5.08%          $ 482,862,000              12/15/12
Class X-1(c)             0.24%          $ 909,642,278
Class X-2(d)             1.71%          $ 824,775,000
Class X-Y                1.07%          $  87,981,643
Class B                  5.24%          $  26,152,000              12/15/12
Class C                  5.41%          $  27,289,000              8/15/13
Class D                  5.55%          $   2,274,000              9/15/13
Class E                  5.98%          $  13,645,000              3/15/14
Class F                  6.08%          $  10,233,000              10/15/14
Class G                  6.51%          $   6,823,000              6/15/15
Class H                  6.00%          $  10,233,000              6/15/16
Class J                  6.00%          $   9,097,000              6/15/17
Class K                  6.00%          $   4,548,000              1/15/18
Class L                  6.00%          $   6,822,000              12/15/18
Class M                  6.00%          $   2,274,000              4/15/19
Class N                  6.00%          $   2,274,000              9/15/19
Class O                  6.00%          $   9,097,278              10/15/22
Class R-III(f)          N/A                   N/A                    N/A

(a)  On  each  Distribution  Date  after  the  initial  Distribution  Date,  the
     Pass-Through  Rate for each Class of  Certificates  will be  determined  as
     described herein under the definition of "Pass-Through Rate."

(b)  The  Final  Scheduled  Distribution  Date  for each  Class of  Certificates
     assigned a rating is the Distribution  Date on which such Class is expected
     to be paid in full, assuming that timely payments (and no prepayments) will
     be made on the Mortgage  Loans in accordance  with their terms (except that
     each ARD Loan will be prepaid in full on its Anticipated Repayment Date).

(c)  The Class X-1 Certificates are comprised of the following components:

     (1)  the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-1A  Component  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the Pass-Through Rate
          of the Class A-1 Certificates;

     (2)  the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-1B  Component  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2004, or after the  Distribution  Date in December 2004, the
          Pass-Through Rate of the Class A-1 Certificates;

     (3)  the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-1C  Component  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2005, or after the  Distribution  Date in December 2005, the
          Pass-Through Rate of the Class A-1 Certificates;

     (4)  the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-2A  Component  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the Pass-Through Rate
          of the Class A-2 Certificates;

     (5)  the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-2B  Component  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2004, or after the  Distribution  Date in December 2004, the
          Pass-Through Rate of the Class A-2 Certificates;

     (6)  the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-2C  Component  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2005, or after the  Distribution  Date in December 2005, the
          Pass-Through Rate of the Class A-2 Certificates;

     (7)  the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-2D  Component  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2006, or after the  Distribution  Date in December 2006, the
          Pass-Through Rate of the Class A-2 Certificates;

     (8)  the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-2E  Component  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2007, or after the  Distribution  Date in December 2007, the
          Pass-Through Rate of the Class A-2 Certificates;

     (9)  the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-2F  Component  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2008, or after the  Distribution  Date in December 2008, the
          Pass-Through Rate of the Class A-2 Certificates;

     (10) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-3A  Component  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2005, or after the  Distribution  Date in December 2005, the
          Pass-Through Rate of the Class A-3 Certificates;

     (11) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-3B  Component  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2006, or after the  Distribution  Date in December 2006, the
          Pass-Through Rate of the Class A-3 Certificates;

     (12) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-3C  Component  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2007, or after the  Distribution  Date in December 2007, the
          Pass-Through Rate of the Class A-3 Certificates;

     (13) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-3D  Component  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2008, or after the  Distribution  Date in December 2008, the
          Pass-Through Rate of the Class A-3 Certificates;

     (14) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-4A  Component  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2008, or after the  Distribution  Date in December 2008, the
          Pass-Through Rate of the Class A-4 Certificates;

     (15) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-4B  Component  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2009, or after the  Distribution  Date in December 2009, the
          Pass-Through Rate of the Class A-4 Certificates;

     (16) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-4C  Component  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2010, or after the  Distribution  Date in December 2010, the
          Pass-Through Rate of the Class A-4 Certificates;

     (17) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  B  Certificates  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2010, or after the  Distribution  Date in December 2010, the
          Pass-Through Rate of the Class B Certificates;

     (18) the right to receive,  on each  Distribution  Date, the product of (A)
          the Certificate Balance of the Class C-1 Component and (B) one twelfth
          of the  excess  (if  any)  of (x)  the  Weighted  Average  REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2007, or after the  Distribution  Date in December 2007, the
          Pass-Through Rate of the Class C Certificates;

     (19) the right to receive,  on each  Distribution  Date, the product of (A)
          the Certificate Balance of the Class C-2 Component and (B) one twelfth
          of the  excess  (if  any)  of (x)  the  Weighted  Average  REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2008, or after the  Distribution  Date in December 2008, the
          Pass-Through Rate of the Class C Certificates;

     (20) the right to receive,  on each  Distribution  Date, the product of (A)
          the Certificate Balance of the Class C-3 Component and (B) one twelfth
          of the  excess  (if  any)  of (x)  the  Weighted  Average  REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2009, or after the  Distribution  Date in December 2009, the
          Pass-Through Rate of the Class C Certificates;

     (21) the right to receive,  on each  Distribution  Date, the product of (A)
          the Certificate Balance of the Class C-4 Component and (B) one twelfth
          of the  excess  (if  any)  of (x)  the  Weighted  Average  REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2010, or after the  Distribution  Date in December 2010, the
          Pass-Through Rate of the Class C Certificates;

     (22) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  D  Certificates  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2007, or after the  Distribution  Date in December 2007, the
          Pass-Through Rate of the Class D Certificates;

     (23) the right to receive,  on each  Distribution  Date, the product of (A)
          the Certificate Balance of the Class E-1 Component and (B) one twelfth
          of the  excess  (if  any)  of (x)  the  Weighted  Average  REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2006, or after the  Distribution  Date in December 2006, the
          Pass-Through Rate of the Class E Certificates;

     (24) the right to receive,  on each  Distribution  Date, the product of (A)
          the Certificate Balance of the Class E-2 Component and (B) one twelfth
          of the  excess  (if  any)  of (x)  the  Weighted  Average  REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2007, or after the  Distribution  Date in December 2007, the
          Pass-Through Rate of the Class E Certificates;

     (25) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  F  Certificates  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2006, or after the  Distribution  Date in December 2006, the
          Pass-Through Rate of the Class F Certificates;

     (26) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  G  Certificates  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2004, or after the  Distribution  Date in December 2005, the
          Pass-Through Rate of the Class G Certificates;

     (27) the right to receive,  on each  Distribution  Date, the product of (A)
          the Certificate Balance of the Class H-1 Component and (B) one twelfth
          of the  excess  (if  any)  of (x)  the  Weighted  Average  REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2004, or after the  Distribution  Date in December 2004, the
          Pass-Through Rate of the Class H Certificates;

     (28) the right to receive,  on each  Distribution  Date, the product of (A)
          the Certificate Balance of the Class H-2 Component and (B) one twelfth
          of the  excess  (if  any)  of (x)  the  Weighted  Average  REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2005, or after the  Distribution  Date in December 2005, the
          Pass-Through Rate of the Class H Certificates;

     (29) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  J  Certificates  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2004, or after the  Distribution  Date in December 2004, the
          Pass-Through Rate of the Class J Certificates;

     (30) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  K  Certificates  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage  Rate on such  Distribution  Date over (y) the rate  shown on
          Schedule  XII  for  such  Distribution  Date  occurring  on or  before
          December  2004, or after the  Distribution  Date in December 2004, the
          Pass-Through Rate of the Class K Certificates;

     (31) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  L  Certificates  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the Pass-Through Rate
          of the Class L Certificates;

     (32) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  M  Certificates  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the Pass-Through Rate
          of the Class M Certificates;

     (33) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  N  Certificates  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the Pass-Through Rate
          of the Class N Certificates; and

     (34) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  O  Certificates  and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the Pass-Through Rate
          of the Class O Certificates.

(d)  The Class X-2 Certificates are comprised of the following components:

     (1)  the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-1B  Component  and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on  Schedule  XII for  such  Distribution  Date  and (y) the  Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class A-1 Certificates;

     (2)  the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-1C  Component  and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on  Schedule  XII for  such  Distribution  Date  and (y) the  Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class A-1 Certificates;

     (3)  the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-2B  Component  and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on  Schedule  XII for  such  Distribution  Date  and (y) the  Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class A-2 Certificates;

     (4)  the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-2C  Component  and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on  Schedule  XII for  such  Distribution  Date  and (y) the  Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class A-2 Certificates;

     (5)  the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-2D  Component  and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on  Schedule  XII for  such  Distribution  Date  and (y) the  Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class A-2 Certificates;

     (6)  the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-2E  Component  and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on  Schedule  XII for  such  Distribution  Date  and (y) the  Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class A-2 Certificates;

     (7)  the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-2F  Component  and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on  Schedule  XII for  such  Distribution  Date  and (y) the  Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class A-2 Certificates;

     (8)  the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-3A  Component  and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on  Schedule  XII for  such  Distribution  Date  and (y) the  Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class A-3 Certificates;

     (9)  the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-3B  Component  and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on  Schedule  XII for  such  Distribution  Date  and (y) the  Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class A-3 Certificates;

     (10) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-3C  Component  and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on  Schedule  XII for  such  Distribution  Date  and (y) the  Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class A-3 Certificates;

     (11) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-3D  Component  and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on  Schedule  XII for  such  Distribution  Date  and (y) the  Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class A-3 Certificates;

     (12) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-4A  Component  and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on  Schedule  XII for  such  Distribution  Date  and (y) the  Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class A-3 Certificates;

     (13) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-4B  Component  and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on  Schedule  XII for  such  Distribution  Date  and (y) the  Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class A-4 Certificates;

     (14) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  A-4C  Component  and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on  Schedule  XII for  such  Distribution  Date  and (y) the  Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class A-4 Certificates;

     (15) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  B  Certificates  and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on  Schedule  XII for  such  Distribution  Date  and (y) the  Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class B Certificates;

     (16) the right to receive,  on each  Distribution  Date, the product of (A)
          the Certificate Balance of the Class C-2 Component and (B) one twelfth
          of the  excess  (if any) of (i) the  lesser  of (x) the rate  shown on
          Schedule XII for such  Distribution  Date and (y) the Weighted Average
          REMIC I Net Mortgage  Rate on such  Distribution  Date,  over (ii) the
          Pass-Through Rate of the Class C Certificates;

     (17) the right to receive,  on each  Distribution  Date, the product of (A)
          the Certificate Balance of the Class C-3 Component and (B) one twelfth
          of the  excess  (if any) of (i) the  lesser  of (x) the rate  shown on
          Schedule XII for such  Distribution  Date and (y) the Weighted Average
          REMIC I Net Mortgage  Rate on such  Distribution  Date,  over (ii) the
          Pass-Through Rate of the Class C Certificates;

     (18) the right to receive,  on each  Distribution  Date, the product of (A)
          the Certificate Balance of the Class C-4 Component and (B) one twelfth
          of the  excess  (if any) of (i) the  lesser  of (x) the rate  shown on
          Schedule XII for such  Distribution  Date and (y) the Weighted Average
          REMIC I Net Mortgage  Rate on such  Distribution  Date,  over (ii) the
          Pass-Through Rate of the Class C Certificates;

     (19) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  D  Certificates  and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on  Schedule  XII for  such  Distribution  Date  and (y) the  Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class D Certificates;

     (20) the right to receive,  on each  Distribution  Date, the product of (A)
          the Certificate Balance of the Class E-1 Component and (B) one twelfth
          of the  excess  (if any) of (i) the  lesser  of (x) the rate  shown on
          Schedule XII for such  Distribution  Date and (y) the Weighted Average
          REMIC I Net Mortgage  Rate on such  Distribution  Date,  over (ii) the
          Pass-Through Rate of the Class E Certificates;

     (21) the right to receive,  on each  Distribution  Date, the product of (A)
          the Certificate Balance of the Class E-2 Component and (B) one twelfth
          of the  excess  (if any) of (i) the  lesser  of (x) the rate  shown on
          Schedule XII for such  Distribution  Date and (y) the Weighted Average
          REMIC I Net Mortgage  Rate on such  Distribution  Date,  over (ii) the
          Pass-Through Rate of the Class E Certificates;

     (22) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  F  Certificates  and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on  Schedule  XII for  such  Distribution  Date  and (y) the  Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class F Certificates;

     (23) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  G  Certificates  and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on  Schedule  XII for  such  Distribution  Date  and (y) the  Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class G Certificates;

     (24) the right to receive,  on each  Distribution  Date, the product of (A)
          the Certificate Balance of the Class H-1 Component and (B) one twelfth
          of the  excess  (if any) of (i) the  lesser  of (x) the rate  shown on
          Schedule XII for such  Distribution  Date and (y) the Weighted Average
          REMIC I Net Mortgage  Rate on such  Distribution  Date,  over (ii) the
          Pass-Through Rate of the Class H Certificates;

     (25) the right to receive,  on each  Distribution  Date, the product of (A)
          the Certificate Balance of the Class H-2 Component and (B) one twelfth
          of the  excess  (if any) of (i) the  lesser  of (x) the rate  shown on
          Schedule XII for such  Distribution  Date and (y) the Weighted Average
          REMIC I Net Mortgage  Rate on such  Distribution  Date,  over (ii) the
          Pass-Through Rate of the Class H Certificates;

     (26) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  J  Certificates  and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on  Schedule  XII for  such  Distribution  Date  and (y) the  Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class J Certificates; and

     (27) the right to receive,  on each  Distribution  Date, the product of (A)
          the  Certificate  Balance  of the  Class  K  Certificates  and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on  Schedule  XII for  such  Distribution  Date  and (y) the  Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class K Certificates.

     After the Distribution  Date in December 2004,  payments made in respect of
     the Class A-1B Component,  Class A-2B Component, Class H-1 Component, Class
     J  Certificates  and  Class K  Certificates  shall not be  included  in the
     calculation  of the amount  paid in respect of the Class X-2  Certificates.
     After the Distribution  Date in December 2005,  payments made in respect of
     the Class A-1C Component, Class A-2C Component, Class A-3A Component, Class
     G  Certificates  and  Class H-2  Component  shall  not be  included  in the
     calculation  of the amount  paid in respect of the Class X-2  Certificates.
     After the Distribution  Date in December 2006,  payments made in respect of
     the Class A-2B Component, Class A-2D Component, Class A-3B Component, Class
     E-1  Component  and  Class F  Certificates  shall  not be  included  in the
     calculation  of the amount  paid in respect of the Class X-2  Certificates.
     After the Distribution  Date in December 2007,  payments made in respect of
     the Class A-2E Component, Class A-3C Component, Class A-4A Component, Class
     C-1  Component  and  Class D  Certificates  shall  not be  included  in the
     calculation  of the amount  paid in respect of the Class X-2  Certificates.
     After the Distribution  Date in December 2008,  payments made in respect of
     the Class A-2F Component,  Class A-3D  Component,  Class A-4B Component and
     Class C-2 Component  shall not be included in the calculation of the amount
     paid in respect of the Class X-2 Certificates.  After the Distribution Date
     in December 2009,  payments made in respect of the Class A-4C Component and
     Class C-3 Component  shall not be included in the calculation of the amount
     paid in respect of the Class X-2 Certificates.  After the Distribution Date
     in December 2010, no further  payments made in respect of the Components or
     Certificates  will be  included  in the  calculation  of the amount paid in
     respect of the Class X-2 Certificates.

(e)  Each Class EI Certificate  will be entitled to Excess  Interest (which will
     not be a part of any REMIC Pool).  The parties  intend that (i) the portion
     of the Trust  representing  the Excess  Interest  and the  Excess  Interest
     Sub-account  shall be treated as a grantor  trust under subpart E of Part 1
     of  subchapter  J of Chapter 1 of Subtitle A of the Code and (ii) the Class
     EI  Certificates  shall  represent  undivided  beneficial  interests in the
     portion  of the Trust  consisting  of the  entitlement  to  receive  Excess
     Interest (the "Class EI Grantor Trust").

(f)  The Class R-III  Certificates  will be entitled to receive the  proceeds of
     any  remaining  assets  in REMIC III after  the  principal  amounts  of all
     Classes of  Certificates  have been reduced to zero and any Realized Losses
     previously   allocated   thereto  (and  any  interest  thereon)  have  been
     reimbursed.

            As of  the  Cut-Off  Date,  the  Mortgage  Loans  had  an  Aggregate
Principal Balance of $909,642,278.

            As provided  herein,  with respect to the Trust, the Paying Agent on
behalf of the Trustee shall make an election for the  segregated  pool of assets
described  in the first  paragraph  of Section  12.1(a)  hereof  (including  the
Mortgage Loans (other than the Excess Interest  payable  thereon)) to be treated
for federal  income tax purposes as a real estate  mortgage  investment  conduit
("REMIC I"). The REMIC I Regular  Interests  will be  designated as the "regular
interests" in REMIC I and the Class R-I  Certificates  will be designated as the
sole Class of "residual interests" in REMIC I.

            As provided  herein,  with respect to the Trust, the Paying Agent on
behalf of the Trustee  will make an election for the  segregated  pool of assets
described in the second  paragraph of Section  12.1(a) hereof  consisting of the
REMIC I Regular  Interests  to be treated for federal  income tax  purposes as a
real estate  mortgage  investment  conduit  ("REMIC  II").  The REMIC II Regular
Interests  will be  designated  as the "regular  interests"  in REMIC II and the
Class  R-II  Certificates  will be  designated  as the sole  Class of  "residual
interests" in REMIC II for purposes of the REMIC Provisions.

            As provided  herein,  with respect to the Trust, the Paying Agent on
behalf of the Trustee  will make an election for the  segregated  pool of assets
described in the third  paragraph of Section  12.1(a)  hereof  consisting of the
REMIC II Regular  Interests  to be treated for federal  income tax purposes as a
real estate mortgage  investment  conduit  ("REMIC III").  The REMIC III Regular
Certificates will be designated as the "regular  interests" in REMIC III and the
Class R-III Certificates (together with the REMIC III Regular Certificates,  the
"REMIC III  Certificates")  will be  designated  as the sole Class of  "residual
interests" in REMIC III for purposes of the REMIC Provisions.

                                   ARTICLE I

                                  DEFINITIONS

            Section  1.1  Definitions.  Whenever  used  in this  Agreement,  the
following words and phrases,  unless the context otherwise requires,  shall have
the following meanings:

            "ACCOUNTANT"  means a person  engaged in the practice of  accounting
who is Independent.

            "ACCRUED   CERTIFICATE   INTEREST"  means,   with  respect  to  each
Distribution Date and any Class of Interests or Principal Balance  Certificates,
interest   accrued  during  the  Interest   Accrual  Period   relating  to  such
Distribution Date on the Aggregate Certificate Balance of such Class or Interest
as of the close of business on the immediately  preceding  Distribution  Date at
the  respective  rates per annum set forth in the  definition of the  applicable
Pass-Through Rate for each such Class. Accrued Certificate Interest on the Class
X-1  Certificates for each  Distribution  Date will equal the Class X-1 Interest
Amount.  Accrued  Certificate  Interest on the Class X-2  Certificates  for each
Distribution Date will equal the Class X-2 Interest Amount.  Accrued Certificate
Interest on the Class X-Y Certificates for each Distribution Date will equal the
Class X-Y Interest Amount.

            "ACQUISITION DATE" means the date upon which, under the Code (and in
particular the REMIC  Provisions and Section 856(e) of the Code), the Trust or a
REMIC  Pool is deemed to have  acquired a  Mortgaged  Property  (or an  interest
therein,  in the case of the Mortgaged  Property  securing the One Seaport Plaza
Pari Passu Loan and the San Tomas Mortgage Loan).

            "ADDITIONAL  TRUST  EXPENSE" means any of the following  items:  (i)
Special  Servicing Fees,  Work-Out Fees and Liquidation  Fees (to the extent not
collected from the related Mortgagor), (ii) Advance Interest that cannot be paid
from Late Fees and default  interest in accordance  with Section  4.6(c);  (iii)
amounts paid to  indemnify  the Master  Servicers,  the Special  Servicers,  any
Primary  Servicer with respect to the Principal  Loans or the Prudential  Loans,
the 2002-IQ2 Master  Servicer,  the 2002-IQ2 Special  Servicer,  the Certificate
Registrar, the Trustee, the Paying Agent, the Fiscal Agent (or any other Person)
pursuant to the terms of this Agreement;  (iv) to the extent not otherwise paid,
any federal,  state,  or local taxes imposed on the Trust or its assets and paid
from amounts on deposit in the Certificate Accounts or Distribution Account, (v)
the amount of any Advance that is not recovered  from the proceeds of a Mortgage
Loan (other  than the One Seaport  Plaza Pari Passu Loan) and (vi) to the extent
not  included  in  the  calculation  of a  Realized  Loss  and  not  covered  by
indemnification   by  one  of  the  parties  hereto  or  otherwise,   any  other
unanticipated  cost,  liability,  or expense (or  portion  thereof) of the Trust
(including  costs of collecting such amounts or other Additional Trust Expenses)
which the Trust has not recovered,  and in the judgment of the applicable Master
Servicer  (or the  applicable  Special  Servicer,  in the  case  of a  Specially
Serviced  Mortgage  Loan)  will  not,  recover  from the  related  Mortgagor  or
Mortgaged  Property or otherwise,  including a  Modification  Loss  described in
clause (ii) of the definition thereof; provided, however that in the case of the
San Tomas Mortgage Loan, "Additional Trust Expense" shall not include any of the
foregoing  amounts  that have  been  recovered  from the  related  Mortgagor  or
Mortgaged  Property  as a result of the  subordination  of the San Tomas B Note.
Notwithstanding anything to the contrary,  "Additional Trust Expenses" shall not
include  allocable  overhead  of a Master  Servicer,  a  Special  Servicer,  the
Trustee,  the Paying Agent, the Certificate  Registrar or the Fiscal Agent, such
as costs for office  space,  office  equipment,  supplies and related  expenses,
employee salaries and related expenses, and similar internal costs and expenses,
except to the extent specifically allowed in this Agreement.

            "ADJUSTED  MORTGAGE  RATE" means,  with respect to any Mortgage Loan
that accrues interest on the basis of a 360-day year consisting of twelve 30-day
months ("30/360 basis"), the Mortgage Rate thereof minus the Administrative Cost
Rate. For any Mortgage Loan that accrues  interest on a basis other than that of
a 30/360 basis and with respect to any  Distribution  Date, the rate that,  when
applied to the Principal  Balance of the related Mortgage Loan (on the day prior
to the Due Date  preceding  such  Distribution  Date) on a 30/360  basis for the
related loan accrual period,  yields the amount of interest actually due on such
Mortgage  Loan on the Due  Date  preceding  such  Distribution  Date  (less  the
Administrative Cost Rate for such Mortgage Loan);  provided that for purposes of
this  definition  (i) the Adjusted  Mortgage  Rate for the loan  accrual  period
relating to the Due Dates in both January and February in any year that is not a
leap year and in February in any year that is a leap year,  shall be  determined
net of any amounts  transferred  to the Interest  Reserve  Accounts and (ii) the
Adjusted  Mortgage Rate for the loan accrual period  relating to the Due Date in
March  shall be  determined  taking  into  account  the  addition of any amounts
withdrawn from the Interest Reserve Accounts.

            "ADMINISTRATIVE COST RATE" means the sum of the Master Servicing Fee
Rate,  the Primary  Servicing  Fee Rate,  the Excess  Servicing Fee Rate and the
Trustee Fee Rate;  provided,  that,  in the case of the One  Seaport  Plaza Pari
Passu  Loan,  the  Administrative  Cost Rate will be equal to the sum of the One
Seaport  Plaza Pari  Passu  Loan  Servicing  Fee Rate and any  trustee  fee rate
payable therefrom.

            "ADVANCE" means either a P&I Advance or a Servicing Advance.

            "ADVANCE  INTEREST" means interest payable to a Master  Servicer,  a
Special  Servicer,  the  Trustee or the  Fiscal  Agent on  outstanding  Advances
pursuant  to  Section  4.5 of this  Agreement  and any  interest  payable to the
2002-IQ2  Master  Servicer with respect to the One Seaport Plaza Pari Passu Loan
Nonrecoverable Advances pursuant to Section 4.4(b) hereof.

            "ADVANCE  RATE"  means a per annum  rate  equal to the Prime Rate as
published in the "Money Rates"  section of The Wall Street  Journal from time to
time or, if no longer so published,  such other publication as determined by the
Trustee in its reasonable discretion.

            "ADVANCE  REPORT  DATE" means the third  Business  Day prior to each
Distribution Date.

            "ADVERSE  REMIC  EVENT"  means  any  action  that,  under  the REMIC
Provisions, if taken or not taken, as the case may be, would either (i) endanger
the  status of any REMIC Pool as a REMIC or (ii)  subject  to  Section  9.14(e),
result in the  imposition  of a tax upon the  income of any REMIC Pool or any of
their respective assets or transactions,  including (without limitation) the tax
on prohibited  transactions as defined in Section 860F(a)(2) of the Code and the
tax on prohibited contributions set forth in Section 860G(d) of the Code.

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

            "AGGREGATE   CERTIFICATE   BALANCE"   means  the  aggregate  of  the
Certificate Balances of the Principal Balance Certificates, the Group PB REMIC I
Regular Interests or the REMIC II Regular Interests (other than REMIC II Regular
Interest X-Y), as the case may be, at any date of determination. With respect to
a Class of Principal Balance Certificates, Group PB REMIC I Regular Interests or
REMIC II Regular Interests (other than REMIC II Regular Interest X-Y), Aggregate
Certificate Balance shall mean the aggregate of the Certificate  Balances of all
Certificates  or  Interests,  as the case may be,  of that  Class at any date of
determination.

            "AGGREGATE   PRINCIPAL   BALANCE"   means,   at  the   time  of  any
determination  and as the context may require,  the  aggregate of the  Scheduled
Principal Balances for all Mortgage Loans.

            "AGREEMENT"  means this  Pooling  and  Servicing  Agreement  and all
amendments and supplements hereto.

            "ANTICIPATED  REPAYMENT DATE" means,  with respect to the ARD Loans,
the anticipated maturity date set forth in the related Mortgage Note.

            "APPRAISAL" means an appraisal by an independent state certified MAI
appraiser having at least five years'  experience in appraising  property of the
same type as, and in the same geographic  area as, the Mortgaged  Property being
appraised,  which appraisal  complies with the Uniform Standards of Professional
Appraisal  Practices  and states the "market  value" of the subject  property as
defined in 12 C.F.R. ss. 225.62.

            "APPRAISAL  EVENT"  means,  with respect to any Mortgage Loan or the
San Tomas  Mortgage  Loan,  not later than the earliest of (i) the date 120 days
after the occurrence of any delinquency in payment with respect to such Mortgage
Loan or the San Tomas Mortgage Loan if such delinquency  remains  uncured,  (ii)
the date 30 days after receipt of notice that the related  Mortgagor has filed a
bankruptcy  petition  or  the  related  Mortgagor  has  become  the  subject  of
involuntary bankruptcy proceedings or the related Mortgagor has consented to the
filing of a  bankruptcy  proceeding  against it or a receiver  is  appointed  in
respect of the related Mortgaged Property, provided such petition or appointment
is still  in  effect,  (iii)  the date  that is 30 days  following  the date the
related  Mortgaged  Property becomes an REO Property and (iv) the effective date
of any modification to a Money Term of a Mortgage Loan or the San Tomas Mortgage
Loan,  other than an extension  of the date that a Balloon  Payment is due for a
period  of less  than six  months  from the  original  due date of such  Balloon
Payment.

            "APPRAISAL  REDUCTION" means, with respect to any Required Appraisal
Loan with  respect to which an  Appraisal  or internal  valuation  is  performed
pursuant to Section 6.9, an amount equal to the excess of (A) the sum, as of the
first  Determination  Date that is at least 15 days  after the date on which the
Appraisal or internal  valuation is obtained or performed,  of (i) the Scheduled
Principal Balance of such Mortgage Loan (or, in the case of an REO Property, the
related REO Mortgage  Loan) less the undrawn  principal  amount of any letter of
credit or debt  service  reserve,  if  applicable,  that is then  securing  such
Mortgage  Loan,  (ii) to the extent not  previously  advanced by the  applicable
Master  Servicer,  the  Trustee  or the Fiscal  Agent,  all  accrued  and unpaid
interest on such Mortgage  Loan at a per annum rate equal to the Mortgage  Rate,
(iii) all  unreimbursed  Advances  and  interest on Advances at the Advance Rate
with respect to such Mortgage  Loan,  and (iv) to the extent funds on deposit in
any applicable  Escrow Accounts are not sufficient  therefor,  and to the extent
not previously  advanced by the applicable  Master Servicer,  the Trustee or the
Fiscal Agent,  all  currently due and unpaid real estate taxes and  assessments,
insurance premiums and, if applicable, ground rents and other amounts which were
required to be  deposited  in any Escrow  Account  (but were not  deposited)  in
respect of such Mortgaged Property or REO Property, as the case may be, over (B)
90% of the Appraised  Value (net of any prior mortgage  liens) of such Mortgaged
Property or REO Property as determined by such Appraisal or internal  valuation,
as the case may be, plus the amount of any  escrows  held by or on behalf of the
Trustee as security  for the  Mortgage  Loan (less the  estimated  amount of the
obligations  anticipated  to be payable in the next twelve  months to which such
escrows relate). With respect to each Mortgage Loan that is cross-collateralized
with any other  Mortgage  Loan,  the value of each  Mortgaged  Property  that is
security for each Mortgage Loan in such  cross-collateralized  group, as well as
the  outstanding  amounts  under  each such  Mortgage  Loan  shall be taken into
account when  calculating such Appraisal  Reduction.  Each Appraisal or internal
valuation for a Required  Appraisal Loan shall be updated annually from the date
of such  Appraisal  or internal  valuation.  The  Appraisal  Reduction  for each
Required  Appraisal Loan will be  recalculated  based on subsequent  Appraisals,
internal  valuations or updates.  Any Appraisal  Reduction for any Mortgage Loan
shall be  reduced to  reflect  any  Realized  Principal  Losses on the  Required
Appraisal Loan. Each Appraisal  Reduction will be reduced to zero as of the date
the related Mortgage Loan is brought current under the then current terms of the
Mortgage Loan for at least three consecutive  months, and no Appraisal Reduction
will exist as to any Mortgage  Loan after it has been paid in full,  liquidated,
repurchased or otherwise disposed of. Any Appraisal  Reduction in respect of the
One Seaport  Plaza Pari Passu Loan shall be  calculated  by the 2002-IQ2  Master
Servicer in  accordance  with and pursuant to the terms of the 2002-IQ2  Pooling
and Servicing Agreement.

            "APPRAISED  VALUE" means (i) with respect to any Mortgaged  Property
(other than the  Mortgaged  Property  securing a Co-op  Mortgage Loan or the One
Seaport  Plaza Pari Passu Loan),  the appraised  value thereof  determined by an
Appraisal of the  Mortgaged  Property  securing  such  Mortgage  Loan made by an
Independent  appraiser  selected by the General  Master  Servicer or the General
Special  Servicer,  as  applicable  or,  in the  case of an  internal  valuation
performed by the General Special Servicer  pursuant to Section 6.9, the value of
the Mortgaged Property determined by such internal valuation,  (ii) with respect
to the Mortgaged  Property  securing the One Seaport Plaza Pari Passu Loan,  the
portion of the appraised value allocable thereto, and (iii) with respect to each
Mortgaged  Property  securing a Co-op Mortgage Loan, the appraised value thereof
determined  by an  Appraisal  of the  Mortgaged  Property  securing  such  Co-op
Mortgage  Loan  made by an  Independent  appraiser  selected  by the NCB  Master
Servicer or the Co-op  Special  Servicer,  as  applicable  or, in the case of an
internal  valuation  performed by the Co-op Special Servicer pursuant to Section
6.9, the value of the Mortgaged Property  determined by such internal valuation,
each  determined  as if such  property  were  operated as a  cooperatively-owned
multifamily  residential  building  (rather than a multifamily  rental apartment
building).

            "ARD LOAN" means the  Mortgage  Loans  designated  on the Mortgage
Loan Schedule as Mortgage Loan Nos. 3, 25, 44 and 57.

            "ASSIGNMENT OF LEASES" means, with respect to any Mortgage Loan, any
assignment  of leases,  rents and  profits  or  equivalent  instrument,  whether
contained  in the  related  Mortgage or executed  separately,  assigning  to the
holder or holders of such  Mortgage all of the related  Mortgagor's  interest in
the leases, rents and profits derived from the ownership,  operation, leasing or
disposition  of all or a portion of the related  Mortgaged  Property as security
for repayment of such Mortgage Loan.

            "ASSIGNMENT OF MORTGAGE" means an assignment of the Mortgage, notice
of transfer or equivalent  instrument,  in recordable form, sufficient under the
laws of the jurisdiction  wherein the related  Mortgaged  Property is located to
reflect the transfer of the Mortgage to the Trustee, which assignment, notice of
transfer  or  equivalent  instrument  may be in the form of one or more  blanket
assignments  covering the Mortgage Loans secured by Mortgaged Properties located
in the same jurisdiction, if permitted by law.

            "ASSUMED  SCHEDULED  PAYMENT" means: (i) with respect to any Balloon
Mortgage  Loan for its Maturity Date  (provided  that such Mortgage Loan has not
been  paid in  full,  and no  Final  Recovery  Determination  or  other  sale or
liquidation  has  occurred  in  respect  thereof,  on or  before  the end of the
Collection Period in which such Maturity Date occurs) and for any subsequent Due
Date therefor as of which such Mortgage Loan remains outstanding and part of the
Trust,  if no  Scheduled  Payment  (other  than the related  delinquent  Balloon
Payment) is due for such Due Date,  the scheduled  monthly  payment of principal
and interest  deemed to be due in respect  thereof on such Due Date equal to the
Scheduled  Payment that would have been due in respect of such  Mortgage Loan on
such Due  Date,  if it had been  required  to  continue  to accrue  interest  in
accordance  with  its  terms,  and to  pay  principal  in  accordance  with  the
amortization  schedule in effect immediately prior to, and without regard to the
occurrence of, its most recent  Maturity Date (as such may have been extended in
connection  with a  bankruptcy  or  similar  proceeding  involving  the  related
Mortgagor or a  modification,  waiver or amendment of such Mortgage Loan granted
or  agreed  to by the  applicable  Master  Servicer  or the  applicable  Special
Servicer  pursuant  to the  terms  hereof),  and (ii)  with  respect  to any REO
Mortgage  Loan for any Due Date  therefor as of which the  related REO  Property
remains  part of the Trust,  the  scheduled  monthly  payment of  principal  and
interest  deemed  to be due in  respect  thereof  on such Due Date  equal to the
Scheduled  Payment (or, in the case of a Balloon  Mortgage Loan described in the
preceding  clause  of this  definition  or the San  Tomas  B Note,  the  Assumed
Scheduled  Payment) that was due in respect of the related  Mortgage Loan or the
San  Tomas B Note on the last Due Date  prior to its  becoming  an REO  Mortgage
Loan.  The amount of the Assumed  Scheduled  Payment for the San Tomas A Note or
the San Tomas B Note shall be calculated solely by reference to the terms of the
San  Tomas A Note  or the  San  Tomas B Note,  as  applicable  (as  modified  in
connection  with any  bankruptcy  or similar  proceeding  involving  the related
Mortgagor or pursuant to a  modification,  waiver or amendment of such  Mortgage
Loan granted or agreed to by the  applicable  Master  Servicer or the applicable
Special  Servicer  pursuant  to the  terms  hereof)  and  without  regard to the
remittance provisions of the San Tomas Intercreditor Agreement.

            "AUTHENTICATING  AGENT" means any  authenticating  agent  serving in
such capacity pursuant to Section 7.10.

            "AUTHORIZED  OFFICER" means any Person that may execute an Officer's
Certificate on behalf of the Depositor.

            "AVAILABLE ADVANCE  REIMBURSEMENT  AMOUNT" has the meaning set forth
in Section 4.6(a) hereof.

            "AVAILABLE   DISTRIBUTION   AMOUNT"  means,   with  respect  to  any
Distribution  Date,  an amount equal to the  aggregate of (a) (i) all amounts on
deposit in the  Distribution  Account as of the commencement of business on such
Distribution Date that represent payments and other collections on or in respect
of the  Mortgage  Loans and any REO  Properties  that were  received by a Master
Servicer or a Special Servicer through the end of the related  Collection Period
(or,  with  respect to Principal  Prepayments  or Balloon  Payments  through the
Business Day immediately prior to the Master Servicer  Remittance Date) and (ii)
as to the  Post  Determination  Date  Mortgage  Loans,  all  Scheduled  Payments
received  in the month of the related  Determination  Date  (provided  that such
amounts  shall be applied by the General  Master  Servicer to reimburse  any P&I
Advances  made on the related  Master  Servicer  Remittance  Date by the General
Master  Servicer (or the Trustee or the Fiscal  Agent) with respect to such Post
Determination  Date Mortgage Loans and such Scheduled Payments shall not be part
of the Available  Distribution Amount for the next Distribution Date), exclusive
of (i) any such  amounts  that were  deposited  in the  Distribution  Account in
error,  (ii) amounts that are payable or  reimbursable  to any Person other than
the  Certificateholders  (including  amounts payable to the Master  Servicers in
respect of unpaid Master  Servicing  Fees,  the Primary  Servicers in respect of
unpaid  Primary  Servicing  Fees,  the  Special  Servicers  in respect of unpaid
Special  Servicer  Compensation,  the Trustee in respect of unpaid Trustee Fees,
the  Paying  Agent in  respect of unpaid  Paying  Agent  Fees or to the  parties
entitled thereto in respect of the unpaid Excess Servicing Fees),  (iii) amounts
that  constitute  Prepayment  Premiums,  (iv) if such  Distribution  Date occurs
during January, other than in a leap year, or February of any year, the Interest
Reserve Amounts with respect to Interest Reserve Loans deposited in the Interest
Reserve  Accounts,  (v) in the case of an REO Property  related to the San Tomas
Mortgage Loan, all amounts  received with respect to the San Tomas Mortgage Loan
that are  required to be paid to the holder of the San Tomas B Note  pursuant to
the  terms of the San  Tomas B Note and the San  Tomas  Intercreditor  Agreement
(which amounts will be deposited into the San Tomas Custodial  Account  pursuant
to Section  5.1(c) and withdrawn from such account  pursuant to Section  5.2(a))
and (vi) Scheduled  Payments  collected but due on a Due Date  subsequent to the
related  Collection  Period  (other than with respect to the Post  Determination
Date Loans as  described  above) and (b) if and to the extent not already  among
the  amounts  described  in  clause  (a),  (i) the  aggregate  amount of any P&I
Advances  made by a Master  Servicer,  the Trustee or the Fiscal  Agent for such
Distribution  Date pursuant to Section 4.1 and/or  Section 4.3 (and any advances
made by the 2002-IQ2  Master  Servicer,  the  2002-IQ2  Trustee and the 2002-IQ2
Fiscal  Agent in respect of the One  Seaport  Plaza Pari Passu  Loan),  (ii) the
aggregate  amount  of any  Compensating  Interest  payments  made by the  Master
Servicers for such Distribution Date pursuant to the terms hereof,  and (iii) if
such Distribution  Date occurs in March of any year,  commencing March 2003, the
aggregate of the Interest  Reserve  Amounts then held on deposit in the Interest
Reserve Accounts in respect of each Interest Reserve Loan.

            "BALLOON  MORTGAGE  LOAN" means a Mortgage  Loan that  provides  for
Scheduled  Payments  based on an  amortization  schedule  that is  significantly
longer  than  its term to  maturity  and that is  expected  to have a  remaining
principal balance equal to or greater than 5% of its original  principal balance
as of its stated maturity date unless prepaid prior thereto.

            "BALLOON  PAYMENT" means,  with respect to any Balloon Mortgage Loan
or the San Tomas B Note, the Scheduled  Payment  payable on the Maturity Date of
such Mortgage Loan or the San Tomas B Note.

            "BANKRUPTCY  LOSS" means a loss arising from a proceeding  under the
United States Bankruptcy Code or any other similar state law or other proceeding
with respect to the Mortgagor of, or Mortgaged  Property under, a Mortgage Loan,
including, without limitation, any Deficient Valuation Amount or losses, if any,
resulting  from any Debt  Service  Reduction  Amount  for the month in which the
related Remittance Date occurs.

            "BASE  INTEREST  FRACTION"  means,  with  respect  to any  Principal
Prepayment  of any  Mortgage  Loan that  provides  for  payment of a  Prepayment
Premium,  and with  respect to any Class of  Certificates,  a fraction (A) whose
numerator  is the  greater of (x) zero and (y) the  difference  between  (i) the
Pass-Through  Rate on that Class of Certificates and (ii) the Discount Rate used
in calculating the Prepayment  Premium with respect to the Principal  Prepayment
(or the current  Discount  Rate if not used in such  calculation)  and (B) whose
denominator  is the  difference  between  (i) the  Mortgage  Rate on the related
Mortgage  Loan and (ii) the Discount  Rate used in  calculating  the  Prepayment
Premium with respect to that Principal  Prepayment (or the current Discount Rate
if not used in such calculation), provided, however, that under no circumstances
will the Base  Interest  Fraction  be greater  than one.  If the  Discount  Rate
referred to above is greater  than the  Mortgage  Rate on the  related  Mortgage
Loan, then the Base Interest Fraction will equal zero.

            "BOND LEVEL FILE" The monthly report  substantially  in the form of,
and containing the information called for in, the downloadable form of the "Bond
Level File" available as of the Closing Date on the CMSA Website,  or such other
form for the  presentation  of such  information  and containing such additional
information  as may from  time to time be  approved  by the CMSA for  commercial
mortgage  securities  transactions  generally  and,  insofar as it requires  the
presentation  of  information  in addition to that called for by the form of the
"Bond  Level File"  available  as of the Closing  Date on the CMSA  Website,  is
reasonably acceptable to the Trustee.

            "BOOK-ENTRY CERTIFICATES" means certificates evidencing a beneficial
interest in a Class of  Certificates,  ownership  and transfer of which shall be
made through book entries as described in Section 3.7;  provided  that after the
occurrence of a condition whereupon book-entry  registration and transfer are no
longer  authorized  and  Definitive   Certificates  are  to  be  issued  to  the
Certificate   Owners,   such   certificates   shall  no  longer  be  "Book-Entry
Certificates."

            "BORROWER" means, individually and collectively,  as the context may
require,  the obligor or obligors  under a Mortgage  Loan,  including any Person
that has not  signed  the  related  Mortgage  Note but owns an  interest  in the
related  Mortgaged  Property,  which interest has been encumbered to secure such
Mortgage Loan.

            "BUSINESS  DAY" means any day other than (i) a Saturday or a Sunday,
(ii) a legal  holiday  in New York,  New York,  Cincinnati,  Ohio (but only with
respect to matters related to the performance of obligations delegated to Summit
Investment  Partners,  Inc.  as  Primary  Servicer  under  the  related  Primary
Servicing  Agreement),  San  Francisco,  California  (but only with  respect  to
matters related to the performance of obligations  delegated to Prudential Asset
Resources,  Inc.  as  Primary  Servicer  under  the  related  Primary  Servicing
Agreement),  Des Moines,  Iowa (but only with respect to matters  related to the
performance of obligations of Principal Global Investors, LLC, formerly known as
Principal Capital Management,  LLC as Primary Servicer under the related Primary
Servicing Agreement),  Columbus,  Ohio (but only with respect to matters related
to the  performance of obligations  delegated to Nationwide as Primary  Servicer
under the related Primary Servicing Agreement), or the principal cities in which
the Special  Servicers,  the Trustee,  the Paying Agent, the Fiscal Agent or the
Master Servicers conduct servicing or trust operations,  or (iii) a day on which
banking  institutions  or  savings  associations  in  New  York,  New  York  are
authorized or obligated by law or executive order to be closed.

            "CASH  LIQUIDATION"  means, as to any Defaulted  Mortgage Loan other
than a Mortgage Loan with respect to which the related Mortgaged Property became
REO Property,  the sale of such Defaulted  Mortgage Loan.  Each Master  Servicer
shall maintain  records in accordance  with the Servicing  Standard (and, in the
case of Specially  Serviced  Mortgage  Loans,  based on the written reports with
respect to such Cash Liquidation delivered by the applicable Special Servicer to
the applicable Master Servicer), of each Cash Liquidation.

            "CATEGORY  1  REQUESTS"  has the  meaning set forth in the Primary
Servicing Agreements for the Principal Loans

            "CERCLA"   means   the   Comprehensive    Environmental    Response,
Compensation  and  Liability  Act of 1980,  as amended (42 U.S.C.  ss. 9601,  et
seq.).

            "CERTIFICATE   ACCOUNT"   means  one  or  more   separate   accounts
established  and  maintained  by each Master  Servicer (or any  Sub-Servicer  or
Primary  Servicer  on behalf of the  applicable  Master  Servicer)  pursuant  to
Section 5.1(a), each of which shall be an Eligible Account.

            "CERTIFICATE  BALANCE"  means,  with respect to any  Certificate  or
Interest (other than the Class X Certificates, the Class EI Certificates and the
Residual Certificates) as of any Distribution Date, the maximum specified dollar
amount of principal to which the Holder thereof is then entitled hereunder, such
amount being equal to the initial principal amount set forth on the face of such
Certificate  (in the  case of a  Certificate),  or as  ascribed  thereto  in the
Preliminary Statement hereto (in the case of an Interest),  minus (i) the amount
of all principal distributions  previously made with respect to such Certificate
pursuant  to  Section  6.5(a) or deemed to have been made with  respect  to such
Interest  pursuant to Section 6.2(a) or Section 6.3(a), as the case may be, (ii)
all Realized Losses  allocated or deemed to have been allocated to such Interest
or Certificate  pursuant to Section 6.6, and (iii) Expense  Losses  allocated to
such Interest or Certificate pursuant to Section 6.6. The Certificate Balance of
the Class A-1A Component,  the Class A-1B Component and the Class A-1C Component
shall equal the Certificate  Balance of REMIC II Regular Interest A-1A, REMIC II
Regular  Interest A-1B and REMIC II Regular  Interest  A-1C,  respectively.  The
Certificate Balance of the Class A-2A Component,  the Class A-2B Component,  the
Class A-2C Component, the Class A-2D Component, the Class A-2E Component and the
Class A-2F  Component  shall equal the  Certificate  Balance of REMIC II Regular
Interest A-2A,  REMIC II Regular  Interest A-2B, REMIC II Regular Interest A-2C,
REMIC II Regular  Interest  A-2D,  REMIC II Regular  Interest  A-2E and REMIC II
Regular Interest A-2F,  respectively.  The Certificate Balance of the Class A-3A
Component, the Class A-3B Component, the Class A-3C Component and the Class A-3D
Component shall equal the Certificate Balance of REMIC II Regular Interest A-3A,
REMIC II Regular  Interest  A-3B,  REMIC II Regular  Interest  A-3C and REMIC II
Regular Interest A-3D,  respectively.  The Certificate Balance of the Class A-4A
Component, the Class A-4B Component and the Class A-4C Component shall equal the
Certificate Balance of REMIC II Regular Interest A-4A, REMIC II Regular Interest
A-4B and REMIC II Regular Interest A-4C,  respectively.  The Certificate Balance
of the Class C-1  Component,  Class C-2  Component,  Class C-3 Component and the
Class C-4  Component  shall  equal the  Certificate  Balance of REMIC II Regular
Interest C-1, REMIC II Regular  Interest C-2, REMIC II Regular  Interest C-3 and
REMIC II Regular  Interest C-4,  respectively.  The  Certificate  Balance of the
Class E-1  Component  and the Class E-2  Component  shall equal the  Certificate
Balance of REMIC II Regular  Interest  E-1 and REMIC II  Regular  Interest  E-2,
respectively.  The Certificate  Balance of the Class H-1 Component and the Class
H-2 Component shall equal the Certificate  Balance of REMIC II Regular  Interest
H-1 and REMIC II Regular Interest H-2, respectively.

            "CERTIFICATE OWNER" means, with respect to a Book-Entry Certificate,
the Person who is the beneficial owner of such Book-Entry Certificate, as may be
reflected  on the  books of the  Clearing  Agency,  or on the  books of a Person
maintaining  an account with such  Clearing  Agency  (directly or as an indirect
participant, in accordance with the rules of such Clearing Agency).

            "CERTIFICATE REGISTER" has the meaning provided in Section 3.2.

            "CERTIFICATE  REGISTRAR" means the registrar  appointed  pursuant to
Section 3.2 and initially shall be the Paying Agent.

            "CERTIFICATEHOLDERS"  has the meaning  provided in the definition of
"Holder."

            "CERTIFICATES" means, collectively,  the REMIC III Certificates, the
Class  EI  Certificates,   the  Class  R-I  Certificates,  and  the  Class  R-II
Certificates.

            "CERTIFICATION  PARTIES"  has  the  meaning  set  forth  in  Section
8.26(b).

            "CERTIFYING PERSON" has the meaning set forth in Section 8.26(b).

            "CLASS"  means,  with  respect  to the REMIC I  Interests,  REMIC II
Interests,  REMIC III Certificates or Class EI  Certificates,  any Class of such
Certificates or Interests.

            "CLASS A CERTIFICATES"  means the Class A-1 Certificates,  Class A-2
Certificates, Class A-3 Certificates and Class A-4 Certificates, collectively.

            "CLASS  A-1  CERTIFICATES,"  "CLASS  A-2  CERTIFICATES,"  "CLASS A-3
CERTIFICATES,"  "CLASS A-4 CERTIFICATES,"  "CLASS X-1 CERTIFICATES,"  "CLASS X-2
CERTIFICATES,"  "CLASS  X-Y  CERTIFICATES,"  "CLASS  B  CERTIFICATES,"  "CLASS C
CERTIFICATES,"   "CLASS  D  CERTIFICATES,"  "CLASS  E  CERTIFICATES,"  "CLASS  F
CERTIFICATES,"   "CLASS  G  CERTIFICATES,"  "CLASS  H  CERTIFICATES,"  "CLASS  J
CERTIFICATES,"   "CLASS  K  CERTIFICATES,"  "CLASS  L  CERTIFICATES,"  "CLASS  M
CERTIFICATES,"  "CLASS  N  CERTIFICATES,"  "CLASS  O  CERTIFICATES,"  "CLASS  EI
CERTIFICATES,"  "CLASS R-I CERTIFICATES,"  "CLASS R-II  CERTIFICATES," or "CLASS
R-III  CERTIFICATES,"  mean the  Certificates  designated as "Class A-1," "Class
A-2,"  "Class  A-3,"  "Class A-4," "Class X-1," "Class X-2," "Class X-Y," "Class
B," "Class C," "Class D," "Class E," "Class F," "Class G," "Class H," "Class J,"
"Class K," "Class L," "Class M," "Class N," "Class O," "Class EI," "Class  R-I,"
"Class  R-II"  and  "Class  R-III"   respectively,   on  the  face  thereof,  in
substantially the form attached hereto as Exhibits A-1 through A-24.

            "CLASS A-1A COMPONENT" means a component of the beneficial  interest
in REMIC III evidenced by the Class A-1 Certificates, which component represents
a Certificate  Balance equal to the Certificate  Balance of the REMIC II Regular
Interest A-1A.

            "CLASS A-1B COMPONENT" means a component of the beneficial  interest
in REMIC III evidenced by the Class A-1 Certificates, which component represents
a Certificate  Balance equal to the Certificate  Balance of the REMIC II Regular
Interest A-1B.

            "CLASS A-1C COMPONENT" means a component of the beneficial  interest
in REMIC III evidenced by the Class A-1 Certificates, which component represents
a Certificate  Balance equal to the Certificate  Balance of the REMIC II Regular
Interest A-1C.

            "CLASS A-2A COMPONENT" means a component of the beneficial  interest
in REMIC III evidenced by the Class A-2 Certificates, which component represents
a Certificate  Balance equal to the Certificate  Balance of the REMIC II Regular
Interest A-2A.

            "CLASS A-2B COMPONENT" means a component of the beneficial  interest
in REMIC III evidenced by the Class A-2 Certificates, which component represents
a Certificate  Balance equal to the Certificate  Balance of the REMIC II Regular
Interest A-2B.

            "CLASS A-2C COMPONENT" means a component of the beneficial  interest
in REMIC III evidenced by the Class A-2 Certificates, which component represents
a Certificate  Balance equal to the Certificate  Balance of the REMIC II Regular
Interest A-2C.

            "CLASS A-2D COMPONENT" means a component of the beneficial  interest
in REMIC III evidenced by the Class A-2 Certificates, which component represents
a Certificate  Balance equal to the Certificate  Balance of the REMIC II Regular
Interest A-2D.

            "CLASS A-2E COMPONENT" means a component of the beneficial  interest
in REMIC III evidenced by the Class A-2 Certificates, which component represents
a Certificate  Balance equal to the Certificate  Balance of the REMIC II Regular
Interest A-2E.

            "CLASS A-2F COMPONENT" means a component of the beneficial  interest
in REMIC III evidenced by the Class A-2 Certificates, which component represents
a Certificate  Balance equal to the Certificate  Balance of the REMIC II Regular
Interest A-2F.

            "CLASS A-3A COMPONENT" means a component of the beneficial  interest
in REMIC III evidenced by the Class A-3 Certificates, which component represents
a Certificate  Balance equal to the Certificate  Balance of the REMIC II Regular
Interest A-3A.

            "CLASS A-3B COMPONENT" means a component of the beneficial  interest
in REMIC III evidenced by the Class A-3 Certificates, which component represents
a Certificate  Balance equal to the Certificate  Balance of the REMIC II Regular
Interest A-3B.

            "CLASS A-3C COMPONENT" means a component of the beneficial  interest
in REMIC III evidenced by the Class A-3 Certificates, which component represents
a Certificate  Balance equal to the Certificate  Balance of the REMIC II Regular
Interest A-3C.

            "CLASS A-3D COMPONENT" means a component of the beneficial  interest
in REMIC III evidenced by the Class A-3 Certificates, which component represents
a Certificate  Balance equal to the Certificate  Balance of the REMIC II Regular
Interest A-3D.

            "CLASS A-4A COMPONENT" means a component of the beneficial  interest
in REMIC III evidenced by the Class A-4 Certificates, which component represents
a Certificate  Balance equal to the Certificate  Balance of the REMIC II Regular
Interest A-4A.

            "CLASS A-4B COMPONENT" means a component of the beneficial  interest
in REMIC III evidenced by the Class A-4 Certificates, which component represents
a Certificate  Balance equal to the Certificate  Balance of the REMIC II Regular
Interest A-4B.

            "CLASS A-4C COMPONENT" means a component of the beneficial  interest
in REMIC III evidenced by the Class A-4 Certificates, which component represents
a Certificate  Balance equal to the Certificate  Balance of the REMIC II Regular
Interest A-4C.

            "CLASS C-1 COMPONENT"  means a component of the beneficial  interest
in REMIC III evidenced by the Class C Certificates, which component represents a
Certificate  Balance  equal to the  Certificate  Balance of the REMIC II Regular
Interest C-1.

            "CLASS C-2 COMPONENT"  means a component of the beneficial  interest
in REMIC III evidenced by the Class C Certificates, which component represents a
Certificate  Balance  equal to the  Certificate  Balance of the REMIC II Regular
Interest C-2.

            "CLASS C-3 COMPONENT"  means a component of the beneficial  interest
in REMIC III evidenced by the Class C Certificates, which component represents a
Certificate  Balance  equal to the  Certificate  Balance of the REMIC II Regular
Interest C-3.

            "CLASS C-4 COMPONENT"  means a component of the beneficial  interest
in REMIC III evidenced by the Class C Certificates, which component represents a
Certificate  Balance  equal to the  Certificate  Balance of the REMIC II Regular
Interest C-4.

            "CLASS E-1 COMPONENT"  means a component of the beneficial  interest
in REMIC III evidenced by the Class E Certificates, which component represents a
Certificate  Balance  equal to the  Certificate  Balance of the REMIC II Regular
Interest E-1.

            "CLASS E-2 COMPONENT"  means a component of the beneficial  interest
in REMIC III evidenced by the Class E Certificates, which component represents a
Certificate  Balance  equal to the  Certificate  Balance of the REMIC II Regular
Interest E-2.

            "CLASS EI GRANTOR TRUST" means that portion of the Trust  consisting
of Excess Interest and the Excess Interest Sub-account.

            "CLASS H-1 COMPONENT"  means a component of the beneficial  interest
in REMIC III evidenced by the Class H Certificates, which component represents a
Certificate  Balance  equal to the  Certificate  Balance of the REMIC II Regular
Interest H-1.

            "CLASS H-2 COMPONENT"  means a component of the beneficial  interest
in REMIC III evidenced by the Class H Certificates, which component represents a
Certificate  Balance  equal to the  Certificate  Balance of the REMIC II Regular
Interest H-2.

            "CLASS X CERTIFICATES"  means the Class X-1 Certificates,  the Class
X-2 Certificates and the Class X-Y Certificates.

            "CLASS X-1 INTEREST AMOUNT" means,  with respect to any Distribution
Date and the related Interest  Accrual Period,  interest equal to the product of
(i)  one-twelfth of a per annum rate equal to the weighted  average of the Class
X-1 Strip Rates for the Class A-1A Component,  Class A-1B Component,  Class A-1C
Component,  Class A-2A Component,  Class A-2B  Component,  Class A-2C Component,
Class A-2D  Component,  Class A-2E Component,  Class A-2F Component,  Class A-3A
Component,  Class A-3B Component,  Class A-3C  Component,  Class A-3D Component,
Class A-4A  Component,  Class A-4B  Component,  Class  A-4C  Component,  Class B
Certificates,  Class C-1 Component,  Class C-2  Component,  Class C-3 Component,
Class  C-4  Component,  Class D  Certificates,  Class E-1  Component,  Class E-2
Component,  Class F  Certificates,  Class G  Certificates,  Class H-1 Component,
Class  H-2  Component,  Class  J  Certificates,  Class K  Certificates,  Class L
Certificates,   Class  M  Certificates,   Class  N  Certificates   and  Class  O
Certificates,  weighted on the basis of the respective  Certificate  Balances of
such Classes of  Certificates  or such  Components  immediately  prior to giving
effect to the related distribution to be made on such Distribution Date and (ii)
the Class X-1 Notional Amount for such  Distribution  Date immediately  prior to
giving effect to the related distribution to be made on such Distribution Date.

            "CLASS X-1 NOTIONAL AMOUNT" means,  with respect to any Distribution
Date,  the  aggregate  of the  Certificate  Balances  of the  Principal  Balance
Certificates as of the close of business on the preceding Distribution Date.

            "CLASS  X-1  STRIP  RATE"  means,  with  respect  to  any  Class  of
Certificates  (other than the Class A-1,  Class A-2, Class A-3, Class A-4, Class
C,  Class E,  Class H, Class X and the  Residual  Certificates),  the Class A-1A
Component,  the Class A-1B Component,  the Class A-1C Component,  the Class A-2A
Component,  the Class A-2B Component,  the Class A-2C Component,  the Class A-2D
Component,  the Class A-2E Component,  the Class A-2F Component,  the Class A-3A
Component,  the Class A-3B Component,  the Class A-3C Component,  the Class A-3D
Component,  the Class A-4A Component,  the Class A-4B Component,  the Class A-4C
Component,  the Class C-1  Component,  the  Class C-2  Component,  the Class C-3
Component,  the Class C-4  Component,  the  Class E-1  Component,  the Class E-2
Component, the Class H-1 Component and the Class H-2 Component:

            (A) for any Distribution  Date occurring on or before December 2004,
the excess,  if any, of (i) the Weighted  Average  REMIC I Net Mortgage Rate for
such  Distribution  Date over (ii) (x) in the case of the Class A-1A  Component,
Class  A-2A  Component,  Class L  Certificates,  Class M  Certificates,  Class N
Certificates and Class O Certificates,  the Pass-Through  Rate for such Class of
Certificates  or such Component and (y) in the case of the Class A-1B Component,
Class A-1C  Component,  Class A-2B Component,  Class A-2C Component,  Class A-2D
Component,  Class A-2E Component,  Class A-2F  Component,  Class A-3A Component,
Class A-3B  Component,  Class A-3C Component,  Class A-3D Component,  Class A-4A
Component,  Class A-4B Component,  Class A-4C  Component,  Class B Certificates,
Class  C-1  Component,  Class C-2  Component,  Class  C-3  Component,  Class C-4
Component, Class D Certificates, Class E-1 Component, Class E-2 Component, Class
F Certificates,  Class G Certificates, Class H-1 Component, Class H-2 Component,
Class J Certificates  and Class K Certificates,  the greater of (1) the rate per
annum  corresponding  to such  Distribution  Date as set forth in  Schedule  XII
attached hereto and (2) the Pass-Through  Rate for such Class of Certificates or
Components;

            (B) for any  Distribution  Date occurring after December 2004 and on
or before December 2005, the excess, if any, of (i) the Weighted Average REMIC I
Net Mortgage  Rate for such  Distribution  Date over (ii) (x) in the case of the
Class A-1A  Component,  Class A-1B Component,  Class A-2A Component,  Class A-2B
Component,  Class H-I Component,  Class J  Certificates,  Class K  Certificates,
Class L  Certificates,  Class M Certificates,  Class N Certificates  and Class O
Certificates,  the  Pass-Through  Rate for such  Class of  Certificates  or such
Component and (y) in the case of the Class A-1C Component, Class A-2C Component,
Class A-2D  Component,  Class A-2E Component,  Class A-2F Component,  Class A-3A
Component,  Class A-3B Component,  Class A-3C  Component,  Class A-4A Component,
Class A-4B  Component,  Class A-4C Component,  Class B  Certificates,  Class C-1
Component, Class C-2 Component, Class C-3 Component, Class C-4 Component Class D
Certificates,  Class E-1 Component,  Class E-2 Component,  Class F Certificates,
Class G Certificates  and Class H-2  Component,  the greater of (1) the rate per
annum  corresponding  to such  Distribution  Date as set forth on  Schedule  XII
attached hereto and (2) the Pass-Through  Rate for such Class of Certificates or
Components;

            (C) for any  Distribution  Date occurring after December 2005 and on
or before December 2006, the excess, if any, of (i) the Weighted Average REMIC I
Net Mortgage  Rate for such  Distribution  Date over (ii) (x) in the case of the
Class A-1A  Component,  Class A-1B Component,  Class A-1C Component,  Class A-2A
Component,  Class A-2B Component,  Class A-2C  Component,  Class A-3A Component,
Class  G  Certificates,  Class  H-1  Component,  Class  H-2  Component,  Class J
Certificates,  Class K Certificates, Class L Certificates, Class M Certificates,
Class N Certificates and Class O Certificates,  the  Pass-Through  Rate for such
Class of  Certificates  or such  Component and (y) in the case of the Class A-2D
Component,  Class A-2E Component,  Class A-2F  Component,  Class A-3A Component,
Class A-3B  Component,  Class A-3C Component,  Class A-3D Component,  Class A-4A
Component,  Class A-4B Component,  Class A-4C  Component,  Class B Certificates,
Class  C-1  Component,  Class C-2  Component,  Class  C-3  Component,  Class C-4
Component, Class D Certificates, Class E-1 Component, Class E-2 Component, Class
F  Certificates,  the  greater of (1) the rate per annum  corresponding  to such
Distribution  Date as set forth on  Schedule  XII  attached  hereto  and (2) the
Pass-Through Rate for such Class of Certificates or Components;

            (D) for any  Distribution  Date occurring after December 2006 and on
or before December 2007, the excess, if any, of (i) the Weighted Average REMIC I
Net Mortgage Rate for such  Distribution Date over (ii) (x) in the case of Class
A-1A  Component,   Class  A-1B  Component,  Class  A-1C  Component,  Class  A-2A
Component,  Class A-2B Component,  Class A-2C  Component,  Class A-2D Component,
Class  A-3A  Component,  Class  A-3B  Component,  Class E-1  Component,  Class F
Certificates,  Class G Certificates,  Class H-1 Component,  Class H-2 Component,
Class J  Certificates,  Class K  Certificates,  Class  L  Certificates,  Class M
Certificates,  Class N Certificates  and Class O Certificates,  the Pass-Through
Rate for such Class of Certificates or such Component and (y) in the case of the
Class A-2E  Component,  Class A-2F Component,  Class A-3C Component,  Class A-3D
Component,  Class A-4A Component,  Class A-4B  Component,  Class A-4C Component,
Class  C-2  Component,  Class  C-3  Component,  Class  C-4  Component,  Class  D
Certificates  and Class E-2  Component,  the  greater  of (1) the rate per annum
corresponding  to such  Distribution  Date as set forth on Schedule XII attached
hereto  and  (2) the  Pass-Through  Rate  for  such  Class  of  Certificates  or
Components;

            (E) for any  Distribution  Date occurring after December 2007 and on
or before December 2008, the excess, if any, of (i) the Weighted Average REMIC I
Net Mortgage  Rate for such  Distribution  Date over (ii) (x) in the case of the
Class A-1A  Component,  Class A-1B Component,  Class A-1C Component,  Class A-2A
Component,  Class A-2B Component,  Class A-2C  Component,  Class A-2D Component,
Class A-2E  Component,  Class A-3A Component,  Class A-3B Component,  Class A-3C
Component, Class C-1 Component, Class C-1 Component, Class D Certificates, Class
E-1 Component, Class E-2 Component, Class F Certificates,  Class G Certificates,
Class  H-1  Component,  Class  H-2  Component,  Class  J  Certificates,  Class K
Certificates,  Class L Certificates,  Class M Certificates, Class N Certificates
and Class O Certificates,  the Pass-Through  Rate for such Class of Certificates
or such  Component and (y) in the case of the Class A-2F  Component,  Class A-3D
Component,  Class A-4A Component,  Class A-4B  Component,  Class A-4C Component,
Class B  Certificates,  Class C-2  Component,  Class C-3 Component and Class C-4
Component,  the  greater  of (1)  the  rate  per  annum  corresponding  to  such
Distribution  Date as set forth on  Schedule  XII  attached  hereto  and (2) the
Pass-Through Rate for such Class of Certificates or Components;

            (F) for any  Distribution  Date occurring after December 2008 and on
or before December 2009, the excess, if any, of (i) the Weighted Average REMIC I
Net Mortgage Rate for such  Distribution  Date over (ii) (x) in the case of A-1A
Component,  Class A-1B Component,  Class A-1C  Component,  Class A-2A Component,
Class A-2C  Component,  Class A-2D Component,  Class A-2E Component,  Class A-2F
Component,  Class A-3A Component,  Class A-3B  Component,  Class A-3C Component,
Class A-3D  Component,  Class A-4A Component,  Class A-4B  Component,  Class C-1
Component, Class C-2 Component, Class D Certificates, Class E-1 Component, Class
E-2 Component, Class F Certificates,  Class G Certificates, Class H-1 Component,
Class  H-2  Component,  Class  J  Certificates,  Class K  Certificates,  Class L
Certificates,   Class  M  Certificates,   Class  N  Certificates   and  Class  O
Certificates,  the  Pass-Through  Rate for such  Class of  Certificates  or such
Component and (y) in the case of the Class A-4B Component, Class B Certificates,
Class C-3  Component  and Class C-4  Component,  the greater of (1) the rate per
annum  corresponding  to such  Distribution  Date as set forth on  Schedule  XII
attached hereto and (2) the Pass-Through  Rate for such Class of Certificates or
Components;

            (G) for any  Distribution  Date occurring after December 2009 and on
or before December 2010, the excess, if any, of (i) the Weighted Average REMIC I
Net Mortgage Rate for such  Distribution  Date over (ii) (x) in the case of A-1A
Component,  Class A-1B Component,  Class A-1C  Component,  Class A-2A Component,
Class A-2B  Component,  Class A-2C Component,  Class A-2D Component,  Class A-2E
Component,  Class A-2F Component,  Class A-3A  Component,  Class A-3B Component,
Class A-3C  Component,  Class A-3D Component,  Class A-4A Component,  Class A-4B
Component,  Class C-1 Component, Class C-2 Component, Class C-3 Component, Class
D Certificates,  Class E-1 Component, Class E-2 Component, Class F Certificates,
Class  G  Certificates,  Class  H-1  Component,  Class  H-2  Component,  Class J
Certificates,  Class K Certificates, Class L Certificates, Class M Certificates,
Class N Certificates and Class O Certificates,  the  Pass-Through  Rate for such
Class of  Certificates  or such  Component and (y) in the case of the Class A-4C
Component,  Class B Certificates and Class C-4 Component, the greater of (1) the
rate per annum  corresponding to such Distribution Date as set forth on Schedule
XII attached hereto and (2) the Pass-Through Rate for such Class of Certificates
or Components; and

            (H) for any  Distribution  Date  occurring  after December 2010, the
excess  of  (i)  the  Weighted  Average  REMIC  I Net  Mortgage  Rate  for  such
Distribution  Date  over  (ii) the  Pass-Through  Rate for  each  such  Class of
Certificates  or  Component.  In no event  will any Class X-1 Strip Rate be less
than zero.

            "CLASS X-2 INTEREST AMOUNT" means:

            (A) with  respect to any  Distribution  Date  occurring on or before
December 2004 and the related  Interest  Accrual  Period,  interest equal to the
product of (i) one-twelfth of a per annum rate equal to the weighted  average of
the Class X-2 Strip Rates for the Class A-1B  Component,  Class A-1C  Component,
Class A-2B  Component,  Class A-2C Component,  Class A-2D Component,  Class A-2E
Component,  Class A-2F Component,  Class A-3A  Component,  Class A-3B Component,
Class A-3C  Component,  Class A-3D Component,  Class A-4A Component,  Class A-4B
Component,  Class A-4C  Component,  Class B  Certificates,  Class C-1 Component,
Class  C-2  Component,  Class  C-3  Component,  Class  C-4  Component,  Class  D
Certificates,  Class E-1 Component,  Class E-2 Component,  Class F Certificates,
Class  G  Certificates,  Class  H-1  Component,  Class  H-2  Component,  Class J
Certificates  and Class K Certificates,  weighted on the basis of the respective
Certificate  Balances  of  such  Classes  of  Certificates  or  such  Components
immediately  prior to such  Distribution  Date and (ii) the Class  X-2  Notional
Amount for such Distribution Date;

            (B) with respect to any  Distribution  Date occurring after December
2004 and on or before the  Distribution  Date in  December  2005 and the related
Interest  Accrual Period,  interest equal to the product of (i) one-twelfth of a
per annum rate equal to the  weighted  average of the Class X-2 Strip  Rates for
the Class A-1C Component, Class A-2C Component, Class A-2D Component, Class A-2E
Component,  Class A-2F Component,  Class A-3A  Component,  Class A-3B Component,
Class A-3C  Component,  Class A-3D Component,  Class A-4A Component,  Class A-4B
Component,  Class A-4C  Component,  Class B  Certificates,  Class C-1 Component,
Class  C-2  Component,   Class  C-3  Component,  Class  C-4  Component  Class  D
Certificates,  Class E-1 Component,  Class E-2 Component,  Class F Certificates,
Class G  Certificates  and Class  H-2  Component,  weighted  on the basis of the
respective  Certificate  Balances  of  such  Classes  of  Certificates  or  such
Component  immediately  prior to such  Distribution  Date and (ii) the Class X-2
Notional Amount for such Distribution Date;

            (C) with respect to any  Distribution  Date occurring after December
2005 and on or before the  Distribution  Date in  December  2006 and the related
Interest  Accrual Period,  interest equal to the product of (i) one-twelfth of a
per annum rate equal to the  weighted  average of the Class X-2 Strip  Rates for
the Class A-2D Component, Class A-2E Component, Class A-2F Component, Class A-3B
Component,  Class A-3C  Component,Class  A-3D  Component,  Class A-4A Component,
Class A-4B  Component,  Class A-4C Component,  Class B  Certificates,  Class C-1
Component,  Class C-2 Component, Class C-3 Component, Class C-4 Component, Class
D Certificates,  Class E-1 Component, Class E-2 Component, Class F Certificates,
weighted on the basis of the respective  Certificate Balances of such Classes of
Certificates or such Component  immediately  prior to such Distribution Date and
(ii) the Class X-2 Notional Amount for such Distribution Date;

            (D) with respect to any  Distribution  Date occurring after December
2006 and on or before the  Distribution  Date in  December  2007 and the related
Interest  Accrual Period,  interest equal to the product of (i) one-twelfth of a
per annum rate equal to the  weighted  average of the Class X-2 Strip  Rates for
the Class A-2E Component, Class A-2F Component, Class A-3C Component, Class A-3D
Component,  Class A-4A Component,  Class A-4B  Component,  Class A-4C Component,
Class B  Certificates,  Class  C-1  Component,  Class C-2  Component,  Class C-3
Component,  Class C-4 Component,  Class D Certificates  and Class E-2 Component,
weighted on the basis of the respective  Certificate Balances of such Classes of
Certificates or such Component  immediately  prior to such Distribution Date and
(ii) the Class X-2 Notional Amount for such Distribution Date;

            (E) with respect to any  Distribution  Date occurring after December
2007 and on or before the  Distribution  Date in  December  2008 and the related
Interest  Accrual Period,  interest equal to the product of (i) one-twelfth of a
per annum rate equal to the  weighted  average of the Class X-2 Strip  Rates for
the Class A-2F Component, Class A-3D Component, Class A-4A Component, Class A-4B
Component, Class A-4C Component, B Certificates,  Class C-2 Component, Class C-3
Component  and  Class C-4  Component,  weighted  on the basis of the  respective
Certificate   Balances  of  such  Classes  of  Certificates  or  such  Component
immediately  prior to such  Distribution  Date and (ii) the Class  X-2  Notional
Amount for such Distribution Date;

            (F) with respect to any  Distribution  Date occurring after December
2008 and on or before the  Distribution  Date in  December  2009 and the related
Interest  Accrual Period,  interest equal to the product of (i) one-twelfth of a
per annum rate equal to the weighted average of the Class A-4B Component,  Class
A-4C  Component,  Class B  Certificates,  Class  C-3  Component  and  Class  C-4
Component,  weighted on the basis of the respective Certificate Balances of such
Classes of Certificates or such Component immediately prior to such Distribution
Date and (ii) the Class X-2 Notional Amount for such Distribution Date; and

            (G) with respect to any  Distribution  Date occurring after December
2009 and on or before the  Distribution  Date in  December  2010 and the related
Interest  Accrual Period,  interest equal to the product of (i) one-twelfth of a
per annum rate equal to the weighted average of the Class A-4C Component,  Class
B Certificates and Class C-4 Component,  weighted on the basis of the respective
Certificate   Balances  of  such  Classes  of  Certificates  or  such  Component
immediately  prior to such  Distribution  Date and (ii) the Class  X-2  Notional
Amount for such Distribution Date.

            "CLASS X-2 NOTIONAL AMOUNT" means:

            (i) with respect to any Distribution Date occurring on or before the
Distribution Date in December 2004, the aggregate of the Certificate Balances of
the Class A-1B Component, Class A-1C Component, Class A-2B Component, Class A-2C
Component,  Class A-2D Component,  Class A-2E  Component,  Class A-2F Component,
Class A-3A  Component,  Class A-3B Component,  Class A-3C Component,  Class A-3D
Component,  Class A-4A Component,  Class A-4B  Component,  Class A-4C Component,
Class B  Certificates,  Class  C-1  Component,  Class C-2  Component,  Class C-3
Component, Class C-4 Component, Class D Certificates, Class E-1 Component, Class
E-2 Component, Class F Certificates,  Class G Certificates, Class H-1 Component,
Class H-2  Component,  Class J Certificates  and Class K Certificates  as of the
close of business on the preceding Distribution Date;

            (ii) with respect to any  Distribution  Date after the  Distribution
Date in December 2004 and on or before the  Distribution  Date in December 2005,
the aggregate of the  Certificate  Balances of the Class A-1C  Component,  Class
A-2C  Component,   Class  A-2D  Component,  Class  A-2E  Component,  Class  A-2F
Component,  Class A-3A Component,  Class A-3B  Component,  Class A-3C Component,
Class A-3D  Component,  Class A-4A Component,  Class A-4B Component,  Class A-4C
Component, Class B Certificates, Class C-1 Component, Class C-2 Component, Class
C-3 Component,  Class C-4 Component Class D  Certificates,  Class E-1 Component,
Class E-2 Component,  Class F Certificates,  Class G Certificates  and Class H-2
Component as of the close of business on the preceding Distribution Date;

            (iii) with respect to any  Distribution  Date after the Distribution
Date in December  2005 and on or before the  Distribution  Date in December 2006
the aggregate of the  Certificate  Balances of the Class A-2D  Component,  Class
A-2E  Component,   Class  A-2F  Component,  Class  A-3B  Component,  Class  A-3C
Component,  Class A-3D Component,  Class A-4A  Component,  Class A-4B Component,
Class A-4C  Component,  Class B  Certificates,  Class C-1  Component,  Class C-2
Component, Class C-3 Component, Class C-4 Component, Class D Certificates, Class
E-1  Component,  Class E-2 Component,  Class F  Certificates  as of the close of
business  on  the  preceding   Distribution  Date;

            (iv) with respect to any  Distribution  Date after the  Distribution
Date in December 2006 and on or before the  Distribution  Date in December 2007,
the aggregate of the  Certificate  Balances of the Class A-2E  Component,  Class
A-2F  Component,   Class  A-3C  Component,  Class  A-3D  Component,  Class  A-4A
Component,  Class A-4B Component,  Class A-4C  Component,  Class B Certificates,
Class  C-1  Component,  Class C-2  Component,  Class  C-3  Component,  Class C-4
Component,  Class D  Certificates  and  Class E-2  Component  as of the close of
business  on  the  preceding   Distribution   Date;

            (v) with  respect to any  Distribution  Date after the  Distribution
Date in December 2007 and on or before the  Distribution  Date in December 2008,
the aggregate of the  Certificate  Balances of the Class A-2F  Component,  Class
A-3D  Component,   Class  A-4A  Component,  Class  A-4B  Component,  Class  A-4C
Component,  B Certificates,  Class C-2 Component,  Class C-3 Component and Class
C-4  Component as of the close of business on the preceding  Distribution  Date;


            (vi) with respect to any  Distribution  Date after the  Distribution
Date in December 2008 and on or before the  Distribution  Date in December 2009,
the aggregate of the  Certificate  Balances of the Class A-4B  Component,  Class
A-4C  Component,  Class B  Certificates,  Class  C-3  Component  and  Class  C-4
Component as of the close of business on the preceding  Distribution Date;

            (vii) with respect to any  Distribution  Date after the Distribution
Date in December 2009 and on or before the  Distribution  Date in December 2010,
the aggregate of the Certificate  Balances of the Class A-4C Component,  Class B
Certificates  and  Class  C-4  Component  as of the  close  of  business  on the
preceding  Distribution  Date; and

            (viii) with respect to any  Distribution  Date  occurring  after the
Distribution Date in December 2010, zero.

            "CLASS X-2 STRIP RATE" means:

            (A) for any Distribution  Date occurring on or before December 2004,
with  respect to the Class A-1B  Component,  Class  A-1C  Component,  Class A-2B
Component,  Class A-2C Component,  Class A-2D  Component,  Class A-2E Component,
Class A-2F  Component,  Class A-3A Component,  Class A-3B Component,  Class A-3C
Component,  Class A-3D Component,  Class A-4A  Component,  Class A-4B Component,
Class A-4C  Component,  Class B  Certificates,  Class C-1  Component,  Class C-2
Component, Class C-3 Component, Class C-4 Component, Class D Certificates, Class
E-1 Component, Class E-2 Component, Class F Certificates,  Class G Certificates,
Class H-1  Component,  Class H-2  Component,  Class J  Certificates  and Class K
Certificates,  the  excess,  if any, of (x) the lesser of (i) the rate per annum
corresponding  to such  Distribution  Date as set forth in Schedule XII attached
hereto  and  (ii)  the  Weighted  Average  REMIC I Net  Mortgage  Rate  for such
Distribution  Date over (y) the Pass-Through Rate for such Class of Certificates
or Component;

            (B) for any  Distribution  Date occurring after December 2004 and on
or before December 2005,  with respect to the Class A-1C  Component,  Class A-2C
Component,  Class A-2D Component,  Class A-2E  Component,  Class A-2F Component,
Class A-3A  Component,  Class A-3B Component,  Class A-3C Component,  Class A-3D
Component,  Class A-4A Component,  Class A-4B  Component,  Class A-4C Component,
Class B  Certificates,  Class  C-1  Component,  Class C-2  Component,  Class C-3
Component, Class C-4 Component Class D Certificates,  Class E-1 Component, Class
E-2  Component,  Class  F  Certificates,  Class G  Certificates  and  Class  H-2
Component,  the  excess,  if any,  of (x) the  lesser  of (i) the rate per annum
corresponding  to such  Distribution  Date as set forth in Schedule XII attached
hereto  and  (ii)  the  Weighted  Average  REMIC I Net  Mortgage  Rate  for such
Distribution  Date over (y) the Pass-Through Rate for such Class of Certificates
or Component;

            (C) for any  Distribution  Date occurring after December 2005 and on
or before December 2006,  with respect to the Class A-2D  Component,  Class A-2E
Component,  Class A-2F Component,  Class A-3B  Component,  Class A-3C Component,
Class A-3D  Component,  Class A-4A Component,  Class A-4B Component,  Class A-4C
Component, Class B Certificates, Class C-1 Component, Class C-2 Component, Class
C-3 Component, Class C-4 Component,  Class D Certificates,  Class E-1 Component,
Class E-2 Component, Class F Certificates, the excess, if any, of (x) the lesser
of (i) the rate per annum  corresponding to such  Distribution Date as set forth
in  Schedule  XII  attached  hereto and (ii) the  Weighted  Average  REMIC I Net
Mortgage Rate for such Distribution Date over (y) the Pass-Through Rate for such
Class of Certificates or Component;

            (D) for any  Distribution  Date occurring after December 2006 and on
or before December 2007,  with respect to the Class A-2E  Component,  Class A-2F
Component,  Class A-3C Component,  Class A-3D  Component,  Class A-4A Component,
Class A-4B  Component,  Class A-4C Component,  Class B  Certificates,  Class C-1
Component,  Class C-2 Component, Class C-3 Component, Class C-4 Component, Class
D Certificates and Class E-2 Component, the excess, if any, of (x) the lesser of
(i) the rate per annum  corresponding to such  Distribution Date as set forth in
Schedule XII attached hereto and (ii) the Weighted  Average REMIC I Net Mortgage
Rate for such Distribution Date over (y) the Pass-Through Rate for such Class of
Certificates or Component;

            (E) for any  Distribution  Date occurring after December 2007 and on
or before December 2008,  with respect to the Class A-2F  Component,  Class A-3D
Component,  Class A-4A Component,  Class A-4B Component, Class A-4C Component, B
Certificates,  Class C-2 Component, Class C-3 Component and Class C-4 Component,
the excess, if any, of (x) the lesser of (i) the rate per annum corresponding to
such Distribution Date as set forth in Schedule XII attached hereto and (ii) the
Weighted Average REMIC I Net Mortgage Rate for such  Distribution  Date over (y)
the Pass-Through Rate for such Class of Certificates or Component;

            (F) for any  Distribution  Date occurring after December 2008 and on
or before December 2009,  with respect to the Class A-4B  Component,  Class A-4C
Component,  Class B  Certificates,  Class C-3 Component and Class C-4 Component,
the excess, if any, of (x) the lesser of (i) the rate per annum corresponding to
such Distribution Date as set forth in Schedule XII attached hereto and (ii) the
Weighted Average REMIC I Net Mortgage Rate for such  Distribution  Date over (y)
the Pass-Through Rate for such Class of Certificates or Component; and

            (G) for any  Distribution  Date occurring after December 2009 and on
or before  December  2010,  with  respect to the Class A-4C  Component,  Class B
Certificates and Class C-4 Component,  the excess,  if any, of (x) the lesser of
(i) the rate per annum  corresponding to such  Distribution Date as set forth in
Schedule XII attached hereto and (ii) the Weighted  Average REMIC I Net Mortgage
Rate for such Distribution Date over (y) the Pass-Through Rate for such Class of
Certificates or Component.

            For any  Distribution  Date occurring after December 2010, the Class
X-2 Strip Rate for any Certificate or Component will be equal to zero.

            "CLASS X-Y INTEREST AMOUNT" means,  with respect to any Distribution
Date and the related Interest Accrual Period,  interest accrued on the Class X-Y
Notional  Amount during the related  Interest  Accrual Period at a rate equal to
one-twelfth  of a per annum rate equal to the Weighted  Average  Class X-Y Strip
Rates of the Specially Designated Co-op Mortgage Loans.

            "CLASS X-Y NOTIONAL AMOUNT" means,  with respect to any Distribution
Date, the aggregate of the Principal Balances of the Specially  Designated Co-op
Mortgage Loans (or any successor REO Mortgage Loans), reduced by any Advances of
principal on such  Specially  Designated  Co-op Mortgage Loans (or any successor
REO Mortgage Loans).

            "CLASS  X-Y  STRIP  RATE"  means,  in the  case  of  each  Specially
Designated  Co-op Mortgage Loan (or any successor REO Mortgage  Loan), an annual
rate equal to the excess of (i) the  Adjusted  Mortgage  Rate in effect for such
Mortgage Loan as of the Closing Date, over (ii) 5.55% per annum.

            "CLEARING  AGENCY" means an  organization  registered as a "clearing
agency"  pursuant to Section 17A of the 1934 Act, which  initially  shall be the
Depository.

            "CLEARSTREAM" means Clearstream Banking, societe anonyme.

            "CLOSING DATE" means December 17, 2002.

            "CMSA" means the Commercial Mortgage Securities Association.

            "CMSA  REPORTS"  means  the  Restricted  Servicer  Reports  and  the
Unrestricted Servicer Reports,  collectively, as modified, expanded or otherwise
changed from time to time.  With respect to new reports  created and approved by
the CMSA,  such new reports will be used in this  transaction  and the Depositor
shall direct the Trustee as to whether such reports will be Restricted  Servicer
Reports  or  Unrestricted  Servicer  Reports.  The  Trustee  shall  provide  the
applicable  Master  Servicer with a copy of such  direction  within two Business
Days after its receipt.  In the case of each Mortgaged Property securing a Co-op
Mortgage  Loan,  the  respective  files and reports  comprising the CMSA Reports
shall present the Projected  Net Cash Flow for such  Mortgaged  Property and the
Debt Service Coverage Ratio for such Co-op Mortgage Loan, as such terms apply to
residential  cooperative  properties,  if and to the  extent  that  such file or
report requires  preparation  and/or submission of data concerning net cash flow
or debt service coverage.

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

            "CODE" means the  Internal  Revenue  Code of 1986,  as amended,  any
successor  statutes  thereto,   and  applicable  U.S.   Department  of  Treasury
regulations  issued  pursuant  thereto in  temporary  or final form and proposed
regulations  thereunder,  to the  extent  that,  by  reason  of  their  proposed
effective date, such proposed regulations would apply to the Trust.

            "COLLATERAL SUMMARY FILE" means the report substantially in the form
of, and containing the information  called for in, the downloadable  form of the
"Collateral  Summary File" available as of the Closing Date on the CMSA Website,
or such other form for the  presentation of such information and containing such
additional  information  as may from  time to time be  approved  by the CMSA for
commercial  mortgage  securities  transactions  generally  and,  insofar  as  it
requires the  presentation  of information in addition to that called for by the
form of the  "Collateral  Summary File"  available as of the Closing Date on the
CMSA Website, is reasonably acceptable to the Trustee.

            "COLLECTION  PERIOD" means,  with respect to any Distribution  Date,
the  period  beginning  on the day  after  the  Determination  Date in the month
preceding  the  month of such  Distribution  Date  (or in the case of the  first
Distribution Date, the Cut-Off Date) and ending on the Determination Date in the
month in which the Distribution Date occurs.

            "COMMISSION" means the Securities and Exchange Commission.

            "COMPARATIVE  FINANCIAL STATUS REPORT" means a report  substantially
in the form of, and containing the information  called for in, the  downloadable
form of the "Comparative  Financial  Status Report"  available as of the Closing
Date on the  CMSA  Website,  or such  other  form for the  presentation  of such
information  as may from  time to time be  approved  by the CMSA for  commercial
mortgage  securities  transactions  generally  and,  insofar as it requires  the
presentation  of  information  in addition to that called for by the form of the
"Comparative  Financial  Status Report"  available as of the Closing Date on the
CMSA Website,  is reasonably  acceptable to the Master  Servicers or the Special
Servicers, as applicable.

            "COMPENSATING INTEREST" means, with respect to any Distribution Date
and each  Master  Servicer,  an amount  equal to the  excess  of (A)  Prepayment
Interest  Shortfalls  incurred in respect of the Mortgage Loans serviced by such
Master  Servicer  (including  any  Specially  Serviced  Mortgage  Loans  but not
including the 2002-IQ2  Mortgage  Loan, the One Seaport Plaza Pari Passu Loan or
the 2002-TOP8 Mortgage Loan) during the related Collection Period,  over (B) the
Prepayment  Interest Excesses received in respect of the Mortgage Loans serviced
by such Master Servicer (including any Specially Serviced Mortgage Loans but not
including the 2002-IQ2  Mortgage  Loan, the One Seaport Plaza Pari Passu Loan or
the 2002-TOP8  Mortgage Loan) during the same related  period,  but in any event
with  respect  to  Compensating  Interest  to be paid by  each  Master  Servicer
hereunder,  not more than the portion of the aggregate  Master  Servicing Fee of
such Master Servicer accrued at a rate per annum equal to 2 basis points for the
related  Distribution  Date  calculated  in  respect of such  Master  Servicer's
Mortgage Loans (including REO Mortgage Loans).

            "COMPONENT"  means any of the Class A-1A  Component,  the Class A-1B
Component,  the Class A-1C Component,  the Class A-2A Component,  the Class A-2B
Component,  the Class A-2C Component,  the Class A-2D Component,  the Class A-2E
Component,  the Class A-2F Component,  the Class A-3A Component,  the Class A-3B
Component,  the Class A-3C Component,  the Class A-3D Component,  the Class A-4A
Component,  the Class A-4B Component,  the Class A-4C  Component,  the Class C-1
Component,  the Class C-2  Component,  the  Class C-3  Component,  the Class C-4
Component,  the Class E-1  Component,  the  Class E-2  Component,  the Class H-1
Component or the Class H-2 Component.

            "CONDEMNATION  PROCEEDS" means any awards resulting from the full or
partial  condemnation or any eminent domain proceeding or any conveyance in lieu
or in  anticipation  thereof with  respect to a Mortgaged  Property by or to any
governmental,  quasi-governmental  authority or private entity with condemnation
powers  other than  amounts to be applied to the  restoration,  preservation  or
repair of such  Mortgaged  Property  or released  to the  related  Mortgagor  in
accordance with the terms of the Mortgage Loan and (if applicable)  with respect
to the Mortgaged  Property  securing the 2002-IQ2 Mortgage Loan, the One Seaport
Plaza Pari Passu  Loan and the  2002-TOP8  Mortgage  Loan,  any  portion of such
amounts  payable to the holder of the One Seaport  Plaza Pari Passu Loan and (if
applicable)  with  respect  to the  Mortgaged  Property  securing  the San Tomas
Mortgage  Loan,  any  portion of such  amounts  payable to the holder of the San
Tomas A Note.

            "CONTROLLING  CLASS" means the most  subordinate  Class of REMIC III
Regular Certificates outstanding at any time of determination; provided that, if
the aggregate  Certificate Balance of such Class is less than 25% of the initial
Certificate  Balance of such Class as of the Closing Date, the Controlling Class
shall be the next  most  subordinate  Class of REMIC  III  Regular  Certificates
outstanding.  As of the Closing Date, the Controlling  Class will be the Class O
Certificates.

            "CONTROLLING  PERSON" means,  with respect to any Person,  any other
Person who "controls" such Person within the meaning of the 1933 Act.

            "CO-OP  MORTGAGE  LOAN" means any Mortgage Loan that, as of the date
it is first  included in the Trust,  is secured by a Mortgage  that  encumbers a
residential cooperative property, as identified on the Mortgage Loan Schedule.

            "CO-OP SPECIAL SERVICER" means National  Consumer  Cooperative Bank,
or  any  successor  Special  Servicer  as  herein  provided,  including  without
limitation any successor  Special  Servicer  appointed  pursuant to Section 9.39
hereof.

            "CO-OP  TRUST  ASSETS"  means  the  Co-op  Mortgage  Loans,  any REO
Properties  acquired by the Trust with respect to the Co-op  Mortgage  Loans and
any and all other related assets of the Trust.

            "CORPORATE TRUST OFFICE" means,  with respect to the presentment and
surrender of Certificates for the final distribution  thereon or the presentment
and surrender of  Certificates  for any other purpose,  the principal  corporate
trust office of the Certificate Registrar.  The principal corporate trust office
of the Trustee is presently  located at 135 South  LaSalle  Street,  Suite 1625,
Chicago,   IL  60603,   Attention:   Asset-Backed   Securities   Trust  Services
Group--Morgan  Stanley Dean Witter Capital I Inc.,  Series 2002-IQ3,  or at such
other address as the Trustee or Certificate Registrar may designate from time to
time by notice to the Certificateholders,  the Depositor,  the Master Servicers,
the Paying Agent and the Special Servicers.

            "CORRESPONDING REMIC I REGULAR INTEREST" means, with respect to each
Mortgage  Loan,  the REMIC I Regular  Interest  or  Interests  having an initial
Certificate  Balance (in the case of the Group PB REMIC  Regular  Interests)  or
initial Notional Amount (in the case of the Group X-Y REMIC I Regular Interests)
equal to the  Principal  Balance of such  Mortgage  Loan  outstanding  as of the
Cut-Off Date, after taking into account all principal and interest payments made
or due prior to the Cut-Off Date.

            "CORRESPONDING  REMIC II REGULAR INTEREST" means (i) with respect to
each  Class of  Certificates  other than the Class A-1  Certificates,  Class A-2
Certificates,   Class  A-3  Certificates,   Class  A-4  Certificates,   Class  C
Certificates,   Class  E  Certificates,   Class  F  Certificates   and  Class  H
Certificates,  the REMIC II Regular Interest having the same letter designation,
(ii) with respect to the Class A-1 Certificates, REMIC II Regular Interest A-1A,
REMIC II Regular  Interest A-1B and REMIC II Regular  Interest A-1C,  (iii) with
respect to the Class A-2 Certificates,  REMIC II Regular Interest A-2A, REMIC II
Regular  Interest  A-2B and REMIC II  Regular  Interest  A-2C,  REMIC II Regular
Interest A-2D,  REMIC II Regular  Interest A-2E, REMIC II Regular Interest A-2F,
(iv) with respect to the Class A-3 Certificates, REMIC II Regular Interest A-3A,
REMIC II Regular  Interest  A-3B,  REMIC II Regular  Interest  A-3C and REMIC II
Regular Interest A-3D, (v) with respect to the Class A-4 Certificates,  REMIC II
Regular  Interest  A-4A,  REMIC II  Regular  Interest  A-4B and REMIC II Regular
Interest A-4C, (vi) with respect to the Class C  Certificates,  REMIC II Regular
Interest C-1, REMIC II Regular  Interest C-2, REMIC II Regular  Interest C-3 and
REMIC II Regular  Interest C-4, (vii) with respect to the Class E  Certificates,
REMIC II Regular Interest E-1 and REMIC II Regular Interest E-2, and (viii) with
respect to the Class H Certificates,  REMIC II Regular Interest H-1 and REMIC II
Regular Interest H-2.

            "CROSS-COLLATERALIZED  LOAN" has the  meaning  set forth in  Section
2.3(a) hereof.

            "CUSTODIAN"  means the Trustee or any Person who is appointed by the
Trustee at any time as custodian pursuant to Section 7.9 and who is unaffiliated
with the Depositor and each Seller and satisfies the eligibility requirements of
the Trustee as set forth in Section 7.5.

            "CUSTOMER" means a broker, dealer, bank, other financial institution
or other Person for whom the Clearing  Agency effects  book-entry  transfers and
pledges of securities deposited with the Clearing Agency.

            "CUT-OFF  DATE" means the end of  business on December 1, 2002.  The
Cut-Off Date for any Mortgage  Loan that has a Due Date on a date other than the
first day of each month shall be the end of  business  on December 1, 2002,  and
Scheduled  Payments  due in December  2002 with  respect to  Mortgage  Loans not
having  Due  Dates on the  first of each  month  have been  deemed  received  on
December 1, 2002, not the actual day on which such Scheduled Payments were due.

            "DEBT SERVICE COVERAGE RATIO" means either,  (a) with respect to any
Mortgage  Loan  (other  than  a  Co-op  Mortgage   Loan),  as  of  any  date  of
determination,  the  ratio of (1) the  annual,  year-end  net  cash  flow of the
related Mortgaged  Property or Mortgaged  Properties,  determined as provided in
the NOI Adjustment Worksheet based on the most recent annual, year-end operating
statements  provided  by the  Mortgagor  (or if no  annual,  year-end  operating
statements  have  been  provided,  based  on such  information  provided  by the
Mortgagor, including without limitation rent rolls and other unaudited financial
information,  as the applicable  Master  Servicer shall  determine in accordance
with the  Servicing  Standard)  to (2) the  annualized  amount  of debt  service
payable on that Mortgage  Loan; or (b) with respect to any Co-op  Mortgage Loan,
as of any date of  determination,  the ratio of (1) the  Projected Net Cash Flow
for the related Mortgaged  Property on an annualized basis to (2) the annualized
amount of debt service payable on that Co-op Mortgage Loan.

            "DEBT SERVICE  REDUCTION  AMOUNT" means,  with respect to a Due Date
and the related Determination Date, the amount of the reduction of the Scheduled
Payment which a Mortgagor is obligated to pay on such Due Date with respect to a
Mortgage  Loan or the  San  Tomas B Note as a  result  of any  proceeding  under
bankruptcy  law or any similar  proceeding  (other  than a  Deficient  Valuation
Amount); provided,  however, that in the case of an amount that is deferred, but
not  forgiven,   such  reduction  shall  include  only  the  net  present  value
(calculated at the related Mortgage Rate) of the reduction.

            "DEFAULTED  MORTGAGE  LOAN" means a Mortgage Loan that is in default
under the terms of the applicable  Mortgage Loan documentation and for which any
applicable grace period has expired.

            "DEFEASANCE  COLLATERAL" means, with respect to any Defeasance Loan,
the  United  States  Treasury  obligations  required  to be  pledged  in lieu of
prepayment pursuant to the terms thereof.

            "DEFEASANCE  LOAN" means any Mortgage Loan which requires or permits
the related  Mortgagor  (or permits the holder of such  Mortgage Loan to require
the related Mortgagor) to pledge Defeasance Collateral to such holder in lieu of
prepayment.

            "DEFICIENT  VALUATION"  means,  with  respect to any  Mortgage  Loan
(other than the San Tomas A Note) and the San Tomas  Mortgage  Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property (or, with respect
to the Mortgaged  Property  securing the One Seaport Plaza Pari Passu Loan,  the
2002-TOP8  Mortgage Loan and the 2002-IQ2 Mortgage Loan, the pro rata portion of
the valuation allocable to the One Seaport Plaza Pari Passu Loan pursuant to the
terms of the 2002-IQ2 Pooling and Servicing Agreement) relating to such Mortgage
Loan or the San Tomas Mortgage Loan in an amount less than the then  outstanding
indebtedness  under such Mortgage  Loan or the San Tomas  Mortgage  Loan,  which
valuation results from a proceeding initiated under the United States Bankruptcy
Code, as amended from time to time, and that reduces the amount the Mortgagor is
required to pay under such Mortgage Loan or the San Tomas Mortgage Loan.

            "DEFICIENT VALUATION AMOUNT" means (i) with respect to each Mortgage
Loan (other than the San Tomas A Note), the amount by which the total amount due
with respect to such  Mortgage Loan or the San Tomas  Mortgage  Loan  (excluding
interest not yet accrued), including the Principal Balance of such Mortgage Loan
or the San Tomas Mortgage Loan plus any accrued and unpaid interest  thereon and
any other amounts  recoverable  from the Mortgagor with respect thereto pursuant
to the terms thereof,  is reduced in connection  with a Deficient  Valuation and
(ii)  with  respect  to the San  Tomas  A Note,  the  portion  of any  Deficient
Valuation  Amount for the San Tomas Mortgage Loan that is borne by the holder of
the San Tomas A Note under the San Tomas Intercreditor Agreement.

            "DEFINITIVE  CERTIFICATES" means Certificates of any Class issued in
definitive, fully registered, certificated form without interest coupons.

            "DELETED  MORTGAGE  LOAN" means a Mortgage Loan which is repurchased
from  the  Trust  pursuant  to the  terms  hereof  or as to  which  one or  more
Qualifying Substitute Mortgage Loans are substituted.

            "DELINQUENT LOAN STATUS REPORT" means a report  substantially in the
form of, and containing the information  called for in, the downloadable form of
the "Delinquent Loan Status Report" available as of the Closing Date on the CMSA
Website,  or such  other  form  for the  presentation  of such  information  and
containing such  additional  information as may from time to time be approved by
the CMSA for commercial mortgage securities  transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "Delinquent Loan Status Report" available as of the Closing Date
on the CMSA  Website,  is reasonably  acceptable to the Master  Servicers or the
Special Servicers, as applicable.

            "DEPOSITOR"  means Morgan  Stanley  Dean Witter  Capital I Inc., a
Delaware corporation, and its successors in interest.

            "DEPOSITORY" has the meaning set forth in Section 3.7(a).

            "DEPOSITORY  AGREEMENT" means the Blanket Letter of  Representations
dated the Closing Date between the Depositor and the Depository.

            "DETERMINATION DATE" means (a) with respect to any Distribution Date
and any of the Mortgage Loans other than the NCB Mortgage Loans,  the earlier of
(i) the 10th day of the month in which such Distribution Date occurs or, if such
day is not a Business Day, the immediately  preceding Business Day, and (ii) the
5th Business Day prior to the related  Distribution Date,  commencing January 8,
2003 or (b) with  respect to any  Distribution  Date and any of the NCB Mortgage
Loans,  the earlier of (i) the 11th day of the month in which such  Distribution
Date occurs or, if such day is not a business day, the next  preceding  business
day and (ii)  the 4th  business  day  prior to the  related  Distribution  Date,
commencing January 9, 2003.

            "DIRECTLY  OPERATE"  means,  with respect to any REO  Property,  the
furnishing or rendering of services to the tenants  thereof,  the  management of
such REO  Property,  the  holding  of such REO  Property  primarily  for sale to
customers  (other than a sale of an REO Property  pursuant to and in  accordance
with Section 9.15) or the performance of any construction work thereon,  in each
case other than through an Independent Contractor;  provided,  however, that the
Trustee (or the applicable  Special Servicer on behalf of the Trustee) shall not
be considered to Directly Operate an REO Property solely because the Trustee (or
the applicable  Special  Servicer on behalf of the Trustee)  establishes  rental
terms,  chooses  tenants,  enters  into or renews  leases,  deals with taxes and
insurance,  or makes  decisions as to repairs,  tenant  improvements  or capital
expenditures with respect to such REO Property  (including,  without limitation,
construction  activity to effect repairs or in connection with leasing activity)
or undertakes any ministerial action incidental thereto.

            "DISCOUNT RATE" means the rate which,  when compounded  monthly,  is
equivalent to the Treasury  Rate when  compounded  semi-annually.  The "Treasury
Rate," unless  otherwise set forth in the Mortgage Loan documents,  is the yield
calculated  by the linear  interpolation  of the yields,  as reported in Federal
Reserve  Statistical  Release  H.15--Selected  Interest  Rates under the heading
"U.S.  government  securities/Treasury  constant maturities" for the week ending
prior  to the  date of the  relevant  principal  prepayment,  of  U.S.  Treasury
constant  maturities  with a maturity  date (one  longer and one  shorter)  most
nearly  approximating  the maturity date (or the Anticipated  Repayment Date, if
applicable)  of  the  Mortgage  Loan  prepaid.  If  Release  H.15  is no  longer
published,  the applicable Master Servicer will select a comparable  publication
to determine the Treasury Rate.

            "DISQUALIFIED  ORGANIZATION" means any of (i) the United States, any
State or any political  subdivision thereof, or any agency or instrumentality of
any of the foregoing  (other than an  instrumentality  which is a corporation if
all of its  activities  are subject to tax and,  except for FHLMC, a majority of
its board of directors is not selected by any such  governmental  unit),  (ii) a
foreign government,  international organization or any agency or instrumentality
of either of the  foregoing,  (iii) an  organization  (except  certain  farmers'
cooperatives  described  in Section  521 of the Code)  which is exempt  from tax
imposed by Chapter 1 of the Code (unless such organization is subject to the tax
imposed by Section 511 of the Code on unrelated  business taxable income),  (iv)
rural electric and telephone cooperatives described in Section 1381 of the Code,
and (v) any other Person so  designated  by the Trustee based upon an Opinion of
Counsel that the holding of an ownership  interest in a Residual  Certificate by
such Person may cause any of the REMIC Pools,  or any Person having an Ownership
Interest  in any  Class of  Certificates,  other  than such  Person,  to incur a
liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the transfer of an ownership interest in a Residual  Certificate
to  such  Person.   The  terms  "United  States,"  "State"  and   "international
organization"  shall have the  meanings set forth in Section 7701 of the Code or
successor provisions.

            "DISTRIBUTABLE  CERTIFICATE  INTEREST"  means,  with  respect to any
Distribution  Date  and any  Class of  Certificates  (other  than  the  Residual
Certificates)  or  Interests,  the sum of (A)  Accrued  Certificate  Interest in
respect of such Class or  Interest,  reduced  (to not less than zero) by (i) any
Net Aggregate  Prepayment  Interest Shortfalls for such Class of Certificates or
Interests,  allocated  on  such  Distribution  Date to such  Class  or  Interest
pursuant to Section 6.7, and (ii) Realized  Losses and Expense Losses  allocated
on such  Distribution  Date to reduce  the  Distributable  Certificate  Interest
payable to such Class or Interest  pursuant to Section 6.6,  plus (B) the Unpaid
Interest.

            "DISTRIBUTION  ACCOUNT" means the Distribution Account maintained by
the Paying Agent on behalf of the Trustee,  in accordance with the provisions of
Section 5.3, which account shall be an Eligible Account.

            "DISTRIBUTION DATE" means the 15th day of each month or, if such day
is not a Business Day, the next succeeding  Business Day, commencing January 15,
2003.

            "DUE DATE" means, with respect to a Mortgage Loan or the San Tomas B
Note, the date on which a Scheduled Payment is first due without the application
of grace periods.

            "ELIGIBLE ACCOUNT" means an account (or accounts) that is any of the
following:  (i) maintained with a depository  institution or trust company whose
(A) commercial paper,  short-term unsecured debt obligations or other short-term
deposits  are rated at least "P-1" by Moody's and "A-1" by S&P, if the  deposits
are to be held in the account for 30 days or less,  or (B)  long-term  unsecured
debt  obligations are rated at least "Aa3" by Moody's and "AA-" (or "A" (without
regard to any plus or minus),  if the short-term  unsecured debt obligations are
rated at least "A-1") by S&P, if the deposits are to be held in the account more
than 30 days,  (ii) a segregated  trust  account or accounts  maintained  in the
trust department of the Trustee, the Paying Agent or other financial institution
having a combined  capital  and surplus of at least  $50,000,000  and subject to
regulations regarding fiduciary funds on deposit similar to Title 12 of the Code
of Federal  Regulations  Section  9.10(b) or (iii) an account or  accounts  of a
depository  institution acceptable to each Rating Agency, as evidenced by Rating
Agency Confirmation with respect to the use of any such account as a Certificate
Account  or the  Distribution  Account  or in the case of Escrow  Accounts  with
respect to NCB Mortgage Loans, any account maintained with NCBFSB (provided that
NCBFSB has a combined  capital and  surplus of at least  $40,000,000  and,  with
respect to any such Escrow Account that has a balance in excess of $500,000, has
obtained and maintains in favor of the affected  Borrower(s) a standby letter of
credit from the Federal Home Loan Bank in an amount equal to the portion of such
balance that is not covered by FDIC insurance).  Notwithstanding anything in the
foregoing to the contrary,  an account shall not fail to be an Eligible  Account
solely because it is maintained with Wells Fargo Bank,  National  Association or
Wells Fargo Bank Iowa,  N.A.,  each a  wholly-owned  subsidiary of Wells Fargo &
Co., provided that such  subsidiary's or, if such  subsidiary's  obligations are
guaranteed  by its  parent,  such  parent's  (A)  commercial  paper,  short-term
unsecured debt  obligations or other  short-term  deposits are at least "P-1" in
the case of  Moody's,  and "A-1" in the case of S&P, if the  deposits  are to be
held in the  account  for 30 days  or  less,  or (B)  long-term  unsecured  debt
obligations  are rated at least  "Aa3" in the case of Moody's  and "AA-" (or "A"
(without  regard  to any  plus  or  minus),  if the  short-term  unsecured  debt
obligations are rated at least "A-1") in the case of S&P, if the deposits are to
be held in the account for more than 30 days.

            "ELIGIBLE  INVESTMENTS"  means  any  one or  more  of the  following
financial assets or other property:

            (i) direct  obligations of, and obligations  fully  guaranteed as to
      timely payment of principal and interest by, the United States of America,
      FNMA,  FHLMC or any  agency or  instrumentality  of the  United  States of
      America the  obligations  of which are backed by the full faith and credit
      of the United States of America;  provided that any  obligation of FNMA or
      FHLMC,  other than an unsecured  senior debt  obligation of FNMA or FHLMC,
      shall be an Eligible  Investment  only if Rating  Agency  Confirmation  is
      obtained with respect to such investment;

            (ii) demand or time deposits in,  unsecured  certificates of deposit
      of, money market deposit accounts of, or bankers'  acceptances  issued by,
      any depository  institution or trust company  (including the Trustee,  the
      Master Servicers, the Special Servicers, the Paying Agent or any Affiliate
      of a Master Servicer, a Special Servicer, the Paying Agent or the Trustee,
      acting in its commercial  capacity)  incorporated  or organized  under the
      laws of the United  States of America or any State  thereof and subject to
      supervision  and examination by federal or state banking  authorities,  so
      long as the commercial  paper or other short-term debt obligations of such
      depository institution or trust company are rated "A-1" (without regard to
      any plus or  minus)  by S&P and  "Prime-1"  by  Moody's  or the  long-term
      unsecured debt obligations of such depository institution or trust company
      have been  assigned a rating by each Rating Agency at least equal "AA-" by
      S&P and "Aa2" by Moody's or its  equivalent or, in each case, if not rated
      by a Rating  Agency,  then such Rating  Agency has issued a Rating  Agency
      Confirmation;

            (iii)  repurchase  agreements  or  obligations  with  respect to any
      security described in clause (i) above where such security has a remaining
      maturity of one year or less and where such repurchase obligation has been
      entered into with a depository  institution  or trust  company  (acting as
      principal)  described  in clause  (ii)  above and  where  such  repurchase
      obligation  will mature prior to the Business Day  preceding the next date
      upon which, as described in this  Agreement,  such amounts are required to
      be withdrawn from a Certificate Account and which meets the minimum rating
      requirement  for such entity  described  above (or for which Rating Agency
      Confirmation is obtained with respect to such ratings);

            (iv)  debt  obligations  (other  than  stripped  bonds  or  stripped
      coupons)  bearing interest or sold at a discount issued by any corporation
      incorporated  under the laws of the United  States of America or any state
      thereof, which securities are rated "AA-" or its equivalent by each Rating
      Agency,  unless  otherwise  specified  in writing  by the  Rating  Agency;
      provided that securities issued by any particular  corporation will not be
      Eligible  Investments to the extent that investment therein will cause the
      then-outstanding principal amount of securities issued by such corporation
      and held in a Certificate Account to exceed 5% of the sum of the aggregate
      Certificate  Principal Balance of the Principal  Balance  Certificates and
      the  aggregate  principal  amount  of all  Eligible  Investments  in  such
      Certificate Account;

            (v) commercial paper (including both  non-interest-bearing  discount
      obligations  and  interest-bearing  obligations  payable on demand or on a
      specified date not more than one year after the date of issuance  thereof)
      rated "A-1" (without  regard to any plus or minus) by S&P and "Prime-1" by
      Moody's (or for which Rating Agency  Confirmation is obtained with respect
      to such ratings);

            (vi) units of investment  funds  (including money market funds) that
      are rated "AAAm" by S&P and in the highest  long-term  category by Moody's
      (or if not rated by S&P or Moody's,  then S&P or Moody's,  as  applicable,
      has issued a Rating Agency Confirmation);

            (vii) guaranteed reinvestment agreements maturing within 365 days or
      less  issued by any bank,  insurance  company or other  corporation  whose
      long-term  unsecured debt rating is not less than "AA" by S&P and "Aa2" by
      Moody's,  or for which Rating Agency Confirmation is obtained with respect
      to such ratings; provided that, with respect to S&P, such agreements state
      that funds may be withdrawn at par without penalty;

            (viii)any money market funds  (including those managed or advised by
      the Paying Agent or its  affiliates)  that maintain a constant asset value
      and that are rated "Aaa" (or its equivalent  rating) by Moody's and "AAAm"
      or "AAAm-G" (or its equivalent) by S&P, and any other demand, money-market
      or time deposit,  or any other  obligation,  security or investment,  with
      respect to which Rating Agency Confirmation has been obtained; and

            (ix) such other investments  bearing interest or sold at a discount,
      earning a return  "in the  nature  of  interest"  within  the  meaning  of
      Treasury Regulation Section  1.860G-2(g)(1)(i) (as evidenced by an Opinion
      of Counsel delivered to the Trustee and the Paying Agent by the applicable
      Master  Servicer at the  applicable  Master  Servicer's  expense),  as are
      acceptable  to  the  Rating   Agencies  (as  evidenced  by  Rating  Agency
      Confirmation)  and treated as "permitted  investments" that are "cash flow
      investments" under Code Section 860G(a)(5);

provided (A) such investment is held for a temporary  period pursuant to Section
1.860G-2(g)(i)  of the Treasury  Regulations,  (B) such investment is payable by
the  obligor  in U.S.  dollars,  and (C)  that no such  instrument  shall  be an
Eligible  Investment  (1) if such  instrument  evidences  either  (a) a right to
receive only interest  payments or only  principal  payments with respect to the
obligations  underlying such instrument or (b) a right to receive both principal
and interest  payments derived from  obligations  underlying such instrument and
the principal and interest  payments with respect to such  instrument  provide a
yield to maturity  of greater  than 120% of the yield to maturity at par of such
underlying  obligations,  or (2) if it may be  redeemed  at a  price  below  the
purchase price or (3) if it is not treated as a "permitted investment" that is a
"cash flow investment"  under Code Section  860G(a)(5);  and provided,  further,
that any such instrument  shall have a maturity date no later than the date such
instrument  is  required  to be used  to  satisfy  the  obligations  under  this
Agreement,  and, in any event,  shall not have a maturity in excess of one year;
any such instrument  must have a predetermined  fixed dollar of principal due at
maturity that cannot vary or change;  if rated,  the obligation must not have an
"r" highlighter affixed to its rating;  interest on any variable rate instrument
shall be tied to a single  interest  rate index plus a single  fixed  spread (if
any) and move  proportionally  with that index; and provided,  further,  that no
amount  beneficially owned by any REMIC Pool (including any amounts collected by
the Master  Servicers but not yet deposited in the Certificate  Accounts) may be
invested in  investments  treated as equity  interests  for  Federal  income tax
purposes.  No Eligible  Investments  shall be  purchased at a price in excess of
par. For the purpose of this  definition,  units of investment  funds (including
money market funds) shall be deemed to mature daily.

            "ENVIRONMENTAL  INSURANCE  POLICY"  shall mean,  with respect to any
Mortgage Loan or the related Mortgaged  Property or REO Property,  any insurance
policy covering pollution conditions and/or other environmental  conditions that
is  maintained  from time to time in respect of such  Mortgage  Loan,  Mortgaged
Property or REO Property,  as the case may be, for the benefit of, among others,
the Trustee on behalf of the Certificateholders.

            "ENVIRONMENTAL  LAWS"  means  any and all  federal,  state and local
statutes,  laws, regulations,  ordinances,  rules,  judgments,  orders, decrees,
permits,  concessions,   grants,  franchises,   licenses,  agreements  or  other
governmental restrictions, now or hereafter in effect, relating to health or the
environment  or to  emissions,  discharges  or releases of chemical  substances,
including, without limitation, any and all pollutants,  contaminants,  petroleum
or   petroleum   products,    asbestos   or    asbestos-containing    materials,
polychlorinated  biphenyls,  urea-formaldehyde  insulation,  radon,  industrial,
toxic or  hazardous  substances  or  wastes,  into the  environment,  including,
without  limitation,  ambient  air,  surface  water,  ground  water or land,  or
otherwise relating to the manufacture,  processing, distribution, use, labeling,
registration,  treatment, storage, disposal, transport or handling of any of the
foregoing substances or wastes or the clean-up or other remediation thereof.

            "ERISA" means the Employee  Retirement  Income Security Act of 1974,
as amended.

            "ESCROW  ACCOUNT" means an account  established by or on behalf of a
Master Servicer pursuant to Section 8.3(e).

            "ESCROW  AMOUNT" means any amount payable with respect to a Mortgage
Loan or the San  Tomas  Mortgage  Loan  for  taxes,  assessments,  water  rates,
Standard Hazard Insurance Policy premiums,  ground lease payments,  reserves for
capital  improvements,   deferred  maintenance,  repairs,  tenant  improvements,
leasing  commissions,  rental  achievements,  environmental  matters  and  other
reserves or comparable items.

            "EVENT OF DEFAULT" has the meaning set forth in Section 8.28(b).

            "EXCESS  INTEREST" means, with respect to an ARD Loan if an ARD Loan
is not prepaid in full on or before its Anticipated  Repayment Date, the excess,
if any of (i)  interest  accrued  at the  rate of  interest  applicable  to such
Mortgage Loan after such  Anticipated  Repayment Date (plus any interest on such
interest as may be provided for under the  Mortgage  Loan  documents)  over (ii)
interest accrued at the rate of interest applicable to such Mortgage Loan before
such Anticipated  Repayment Date. Excess Interest on the ARD Loan is an asset of
the Trust, but shall not be an asset of any REMIC Pool formed hereunder.

            "EXCESS INTEREST SUB-ACCOUNT" means an administrative account deemed
to be a sub-account of the Distribution Account. The Excess Interest Sub-account
shall not be an asset of any REMIC Pool formed hereunder.

            "EXCESS  LIQUIDATION  PROCEEDS" means,  with respect to any Mortgage
Loan, the excess of (i)  Liquidation  Proceeds of a Mortgage Loan or related REO
Property,  over (ii) the amount  that would have been  received  if a  Principal
Prepayment  in full had been made with respect to such Mortgage Loan on the date
such proceeds  were  received (or in the case of an REO Property  related to the
San Tomas  Mortgage  Loan,  a  Principal  Prepayment  in full had been made with
respect to the San Tomas Mortgage Loan).

            "EXCESS SERVICING FEE" means, with respect to the Mortgage Loans for
which  an  "excess  servicing  fee  rate" is  designated  on the  Mortgage  Loan
Schedule,  the  monthly fee payable to the parties set forth on Exhibit J hereto
or their successors and assigns,  as holders of excess servicing  rights,  which
fee shall accrue on the Scheduled  Principal  Balance of each such Mortgage Loan
immediately  prior to the Due Date occurring in each month at the per annum rate
(determined in the same manner as the applicable Mortgage Rate for such Mortgage
Loan is determined for such month)  specified on the Mortgage Loan Schedule (the
"Excess Servicing Fee Rate"). Each holder of a right to receive Excess Servicing
Fees is  entitled to Excess  Servicing  Fees only with  respect to the  Mortgage
Loans as indicated on Exhibit J hereto.

            "EXCHANGE    CERTIFICATION"   means   an   Exchange    Certification
substantially  in the form set forth in Exhibit H hereto executed by a holder of
an interest in a  Regulation  S Global  Certificate  or a Rule  144A-IAI  Global
Certificate, as applicable.

            "EXPENSE LOSS" means a loss realized upon payment by the Trust of an
Additional Trust Expense.

            "EXTENSION" has the meaning set forth in Section 9.15(a).

            "FDIC"  means  the  Federal  Deposit  Insurance  Corporation  or any
successor thereto.

            "FHLMC"  means the Federal Home Loan  Mortgage  Corporation,  or any
successor thereto.

            "FINAL CERTIFICATION" has the meaning set forth in Section 2.2.

            "FINAL  PROSPECTUS  SUPPLEMENT"  has the  meaning  set  forth in the
Preliminary Statement hereto.

            "FINAL RATED  DISTRIBUTION  DATE" means,  with respect to each rated
Class of Certificates, the Distribution Date in September 2037.

            "FINAL RECOVERY  DETERMINATION"  means a determination  with respect
to: (i) any Mortgage Loan or the San Tomas  Mortgage Loan other than a Specially
Serviced  Mortgage Loan, by the applicable  Master Servicer in consultation with
the applicable  Special Servicer and (ii) with respect to any Specially Serviced
Loan  (including a Mortgage  Loan or the San Tomas  Mortgage Loan that became an
REO  Property) by the  applicable  Special  Servicer,  in each case, in its good
faith  discretion,  consistent with the Servicing  Standard,  that all Insurance
Proceeds,  Condemnation  Proceeds,  Liquidation Proceeds,  Purchase Proceeds and
other  payments  or  recoveries  which the  applicable  Master  Servicer  or the
applicable  Special  Servicer,  as  the  case  may  be,  expects  to be  finally
recoverable on such Mortgage Loan or the San Tomas Mortgage Loan, without regard
to any obligation of such Master  Servicer,  the Trustee or the Fiscal Agent, as
the case may be, to make  payments  from its own funds  pursuant  to  Article IV
hereof,  have  been  recovered.  With  respect  to each  Mortgage  Loan  that is
cross-collateralized  by Mortgaged Properties securing other Mortgage Loans, all
of the Mortgaged  Properties and other security must be considered in connection
with any such Final  Recovery  Determination.  The applicable  Special  Servicer
shall be required to provide the applicable  Master Servicer with prompt written
notice  of any  Final  Recovery  Determination  with  respect  to any  Specially
Serviced Mortgage Loan or REO Mortgage Loan upon making such determination.  The
applicable Master Servicer shall notify the Trustee and the Paying Agent of such
determination  and the Paying Agent shall  deliver a copy of such notice to each
Rating Agency.

            "FINAL SCHEDULED  DISTRIBUTION  DATE" means, for each Class of rated
Certificates, the Distribution Date on which such Class would be paid in full if
payments were made on the Mortgage Loans in accordance with their terms,  except
that ARD Loans are assumed to be repaid on their Anticipated Repayment Dates.

            "FINANCIAL  FILE" means a report  substantially  in the form of, and
containing  the  information  called  for  in,  the  downloadable  form  of  the
"Financial  File" available as of the Closing Date on the CMSA Website,  or such
other  form  for  the  presentation  of such  information  and  containing  such
additional  information  as may from  time to time be  approved  by the CMSA for
commercial  mortgage  securities  transactions  generally  and,  insofar  as  it
requires the  presentation  of information in addition to that called for by the
form of the  "Financial  File"  available  as of the  Closing  Date on the  CMSA
Website,  is  reasonably  acceptable  to the  Master  Servicers  or the  Special
Servicers, as applicable.

            "FISCAL  AGENT"  means  ABN  AMRO  Bank  N.V.,  a  foreign   banking
organization  organized  under  the laws of the  Netherlands  and its  permitted
successors and assigns.

            "FISCAL  AGENT  TERMINATION  EVENT"  has the  meaning  set  forth in
Section 4.7 hereof.

            "FITCH" means Fitch Ratings or its successor in interest.

            "FNMA"  means the  Federal  National  Mortgage  Association,  or any
successor thereto.

            "GENERAL MASTER SERVICER" means GMAC Commercial Mortgage Corporation
and its permitted successors or assigns.

            "GENERAL  MASTER  SERVICER'S  WEBSITE"  has the meaning set forth in
Section 8.14 hereof.

            "GENERAL   SPECIAL   SERVICER"   means  GMAC   Commercial   Mortgage
Corporation,  or any successor  Special Servicer as herein  provided,  including
without  limitation any successor Special Servicer appointed pursuant to Section
9.39 hereof.

            "GLOBAL  CERTIFICATE"  means any Rule 144A-IAI  Global  Certificate,
Regulation S Temporary  Global  Certificate  or  Regulation  S Permanent  Global
Certificate.

            "GROUP X-Y REMIC I REGULAR INTERESTS" means, collectively, the REMIC
I Regular Interests, which represent interests in the Class X-Y Strip Rates with
respect to the Specially  Designated Co-op Mortgage Loans, which are the REMIC I
Regular  Interests  without  principal  balances (but have notional  amounts for
purposes of accruing interest).

            "GROUP PB REMIC I REGULAR INTERESTS" means, collectively, all of the
REMIC I Regular  Interests  other than the Group X-Y REMIC I Regular  Interests,
which are the REMIC I Regular Interests with principal balances.

            "HISTORICAL  LIQUIDATION REPORT" means a report substantially in the
form of, and containing the information  called for in, the downloadable form of
the "Historical Liquidation Report" available as of the Closing Date on the CMSA
Website,  or such  other  form  for the  presentation  of such  information  and
containing such  additional  information as may from time to time be approved by
the CMSA for commercial mortgage securities  transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "Historical Liquidation Report" available as of the Closing Date
on the CMSA  Website,  is reasonably  acceptable to the Master  Servicers or the
Special Servicers, as applicable.

            "HISTORICAL LOAN MODIFICATION  REPORT" means a report  substantially
in the form of, and containing the information  called for in, the  downloadable
form of the "Historical Loan  Modification  Report"  available as of the Closing
Date on the  CMSA  Website,  or such  other  form for the  presentation  of such
information and containing such additional  information as may from time to time
be  approved  by  the  CMSA  for  commercial  mortgage  securities  transactions
generally  and,  insofar as it  requires  the  presentation  of  information  in
addition to that  called for by the form of the  "Historical  Loan  Modification
Report"  available as of the Closing  Date on the CMSA  Website,  is  reasonably
acceptable to the Master Servicers or the Special Servicers, as applicable.

            "HOLDER"  means the Person in whose name a Certificate is registered
on the Certificate Register.

            "IAI  DEFINITIVE  CERTIFICATE"  means,  with respect to any Class of
Certificate  sold to  Institutional  Accredited  Investors who are not Qualified
Institutional Buyers, a Certificate in definitive, fully registered certificated
form without interest coupons.

            "INDEPENDENT"  means,  when used with respect to any Accountants,  a
Person  who  is  "independent"  within  the  meaning  of  Rule  2-01(B)  of  the
Commission's  Regulation S-X.  Independent  means, when used with respect to any
other  Person,  a Person who (A) is in fact  independent  of  another  specified
Person and any  Affiliate of such other  Person,  (B) does not have any material
direct or indirect  financial  interest in such other Person or any Affiliate of
such other Person,  (C) is not connected with such other Person or any Affiliate
of such other Person as an officer, employee,  promoter,  underwriter,  trustee,
partner, director or Person performing similar functions and (D) is not a member
of the immediate family of a Person defined in clause (B) or (C) above.

            "INDEPENDENT  CONTRACTOR"  means,  either  (i) with  respect  to any
Mortgage Loan (A) that is not a Specially  Serviced  Mortgage  Loan,  any Person
designated by the applicable  Master Servicer (other than such Master  Servicer,
but  which  may be an  Affiliate  of such  Master  Servicer),  or (B)  that is a
Specially  Serviced  Mortgage  Loan,  any Person  designated  by the  applicable
Special  Servicer that would be an  "independent  contractor"  with respect to a
REMIC Pool  within the  meaning of Section  856(d)(3)  of the Code if such REMIC
Pool were a real estate  investment  trust (except that the  ownership  test set
forth in such  Section  shall be  considered  to be met by any Person that owns,
directly or  indirectly,  35% or more of the  Aggregate  Certificate  Balance or
Notional  Amount,  as the case may be, of any Class of the  Certificates  (other
than the Residual  Certificates),  a  Percentage  Interest of 35% or more in the
Residual Certificates or such other interest in any Class of the Certificates or
of the  applicable  REMIC Pool as is set forth in an Opinion of  Counsel,  which
shall be at no expense  to the  Trustee or the Trust) so long as such REMIC Pool
does not  receive or derive any income from such  Person and  provided  that the
relationship  between such Person and such REMIC is at arm's length,  all within
the meaning of Treasury  Regulations  Section  1.856-4(b)(5),  or (ii) any other
Person  (including a Master Servicer or a Special  Servicer) upon receipt by the
Trustee of an Opinion of  Counsel,  which  shall be at the expense of the Person
delivering  such  opinion to the  Trustee,  to the effect that the taking of any
action in respect of any REO Property by such Person,  subject to any conditions
therein  specified,  that is  otherwise  herein  contemplated  to be taken by an
Independent  Contractor  will not cause such REO Property to cease to qualify as
"foreclosure  property"  within the  meaning of Section  860G(a)(8)  of the Code
(determined  without regard to the exception  applicable for purposes of Section
860D(a)  of the  Code),  or cause any  income  realized  in  respect of such REO
Property to fail to qualify as Rents from Real Property.

            "INITIAL CERTIFICATION" has the meaning set forth in Section 2.2.

            "INITIAL  DEPOSIT" means the amount of all  collections  made on the
Mortgage Loans from the Cut-Off Date to and excluding the Closing Date.

            "INITIAL  LTV CO-OP  BASIS"  shall mean,  with  respect to any Co-op
Mortgage  Loan,  the related  loan-to-value  ratio  specified  under the heading
"Cut-Off Date LTV" in Appendix II to the Final Prospectus Supplement.

            "INSPECTION  REPORT"  means the report  delivered by the  applicable
Master  Servicer  or the  applicable  Special  Servicer,  as the  case  may  be,
substantially in the form of Exhibit L hereto.

            "INSTITUTIONAL   ACCREDITED   INVESTOR"   means   an   institutional
accredited investor  qualifying  pursuant to Rule 501(a)(1),  (2), (3) or (7) of
Regulation D of the 1933 Act.

            "INSURED  ENVIRONMENTAL  EVENT" has the meaning set forth in Section
9.1(f).

            "INSURANCE  POLICIES"  means,  collectively,   any  Standard  Hazard
Insurance   Policy,   flood  insurance   policy,   title  insurance   policy  or
Environmental  Insurance  Policy relating to the Mortgage Loans or the Mortgaged
Properties  in effect as of the Closing  Date or  thereafter  during the term of
this Agreement.

            "INSURANCE  PROCEEDS"  means  amounts paid by the insurer  under any
Insurance  Policy (other than amounts  required to be paid over to the Mortgagor
(or used to restore the related Mortgaged Property) pursuant to law, the related
Mortgage Loan or the Servicing Standard), with respect to the Mortgaged Property
securing the 2002-IQ2  Mortgage  Loan,  the 2002-TOP8  Mortgage Loan and the One
Seaport Plaza Pari Passu Loan, any portion of such amounts payable to the holder
of the One  Seaport  Plaza Pari Passu Loan and,  with  respect to the  Mortgaged
Property  securing  the San Tomas  Mortgage  Loan,  any portion of such  amounts
payable to the holder of the San Tomas A Note or the San Tomas B Note.

            "INTEREST"  means a REMIC I Regular  Interest  or a REMIC II Regular
Interest, as applicable.

            "INTEREST  ACCRUAL PERIOD" means,  for any  Distribution  Date, with
respect to all Classes of  Certificates  and Interests  (other than the Residual
Certificates),  the period beginning on the first day of the month preceding the
month in which such  Distribution  Date occurs and ending on the last day of the
month preceding the month in which such Distribution Date occurs.

            "INTEREST  RESERVE  ACCOUNT"  means that  Interest  Reserve  Account
maintained by each Master  Servicer  pursuant to Section  5.1(a),  which account
shall be an Eligible Account.

            "INTEREST  RESERVE  AMOUNT"  has the  meaning  set forth in  Section
5.1(d).

            "INTEREST  RESERVE  LOANS" shall mean the Mortgage  Loans which bear
interest  other than on the basis of a 360-day year  consisting of twelve 30-day
months.

            "INTERESTED  PERSON"  means,  as of any date of  determination,  the
Master  Servicers,  the  Special  Servicers,  the  Depositor,  the holder of any
related Junior  Indebtedness  (with respect to any particular  Mortgage Loan), a
holder of 50% or more of the  Controlling  Class,  the  Operating  Adviser,  any
Independent  Contractor  engaged  by a Master  Servicer  or a  Special  Servicer
pursuant  to this  Agreement,  or any  Person  actually  known to a  Responsible
Officer of the Trustee to be an Affiliate of any of them.

            "JUNIOR  INDEBTEDNESS"  means any indebtedness of any Mortgagor that
is  secured  by a lien  that is junior  in right of  payment  to the lien of the
Mortgage securing the related Mortgage Note.

            "LATE  COLLECTIONS"  means, with respect to any Mortgage Loan or the
San Tomas B Note, all amounts received during any Collection Period,  whether as
late  payments or as  Liquidation  Proceeds,  Insurance  Proceeds,  Condemnation
Proceeds, Purchase Proceeds or otherwise, that represent payments or collections
of Scheduled  Payments due but delinquent for a previous  Collection  Period and
not previously recovered.

            "LATE FEES" means a fee payable to the applicable Master Servicer or
the  applicable  Special  Servicer,  as the case may be, to the extent  actually
collected from the Mortgagor as provided in the related Mortgage Loan or the San
Tomas B Note,  if  applicable,  in  connection  with a late payment made by such
Mortgagor.

            "LIQUIDATION EXPENSES" means reasonable and direct expenses incurred
by the applicable Special Servicer on behalf of the Trust in connection with the
enforcement  and  liquidation  of any  Specially  Serviced  Mortgage Loan or REO
Property acquired in respect thereof including,  without limitation,  reasonable
legal fees and expenses,  appraisal  fees,  committee or referee fees,  property
manager fees, and, if applicable, brokerage commissions and conveyance taxes for
such Specially  Serviced  Mortgage Loan. All  Liquidation  Expenses  relating to
enforcement and disposition of the Specially Serviced Mortgage Loan shall be (i)
paid out of income from the related REO  Property,  to the extent  available  or
(ii)  advanced by the  applicable  Master  Servicer,  subject to Section 4.4 and
Section 4.6(e) hereof, as a Servicing Advance.

            "LIQUIDATION  FEE" means a fee equal to the  product of (x) 1.0% and
(y) the  proceeds  (net of  related  costs  and  expenses  associated  with such
liquidation)  received  in  connection  with full or  partial  liquidation  of a
Specially  Serviced  Mortgage Loan or related REO Property and any  Condemnation
Proceeds  received by the Trust  (other than  Liquidation  Proceeds  received in
connection with the One Seaport Plaza Pari Passu Loan); provided,  however, that
(i) in the  case  of a  final  disposition  consisting  of the  repurchase  of a
Mortgage Loan or REO Property by a Seller pursuant to Section 2.3, such fee will
only be paid by such Seller and due to the Special Servicer if repurchased after
the date that is 180 days or more after the applicable Seller receives notice of
the  breach or defect  causing  the  repurchase  and (ii) in the case of the San
Tomas  Mortgage  Loan,  such fee will not be  payable  if,  within 15 days after
receipt of notice that a Servicing  Transfer  Event has occurred with respect to
the San Tomas A Note or the San Tomas B Note, the holder of the San Tomas B Note
exercises  its option to purchase the San Tomas A Note pursuant to the San Tomas
Intercreditor Agreement.

            "LIQUIDATION  PROCEEDS"  means  (i)  with  respect  to the  sale  or
liquidation  of a Mortgage  Loan or the San Tomas B Note or related REO Property
(other than pursuant to Section 2.3),  the proceeds of such sale or  liquidation
net of Liquidation  Expenses and any related  Advances and interest  thereon (to
the extent not otherwise  paid pursuant to Section  4.6(c)) (and with respect to
the sale or  liquidation  of any REO Property  related to the 2002-IQ2  Mortgage
Loan,  2002-TOP8  Mortgage Loan and the One Seaport  Plaza Pari Passu Loan,  any
portion of such amounts  allocable to the One Seaport Plaza Pari Passu Loan) and
(ii) with respect to the  repurchase  of a Mortgage Loan or an REO Mortgage Loan
pursuant  to  Section  2.3,  the  Purchase  Price of such  Mortgage  Loan or REO
Mortgage Loan at the time of such repurchase.

            "LIQUIDATION  REALIZED  LOSS" means,  with respect to each  Mortgage
Loan or REO Property,  as the case may be, as to which a Cash Liquidation or REO
Disposition has occurred,  an amount equal to the sum, without  duplication,  of
(A) the Principal Balance of the Mortgage Loan (or deemed Principal Balance,  in
the case of an REO Mortgage Loan) as of the date of the Cash  Liquidation or REO
Disposition,  plus (B)  unpaid  interest  and  interest  accrued  thereon at the
applicable Mortgage Rate, plus (C) any expenses incurred in connection with such
Mortgage Loan that are reimbursable to any Person, other than amounts previously
treated as Expense Losses or included in the definition of Liquidation  Expenses
minus the sum of (i) REO Income  applied as  recoveries of principal or interest
on the related  Mortgage Loan or REO Property,  and (ii)  Liquidation  Proceeds,
Late Collections and all other amounts  received from the related  Mortgagor and
received  during the  Collection  Period in which such Cash  Liquidation  or REO
Disposition   occurred  and  which  are  not   required   under  the  San  Tomas
Intercreditor  Agreement to be payable or  reimbursable to the holder of the San
Tomas B Note. REO Income and Liquidation Proceeds shall be applied first against
any Expense  Losses (to the extent not included in the definition of Liquidation
Expenses)  for such Mortgage  Loan,  the unpaid  interest on the Mortgage  Loan,
calculated  as  described in clause (B) above,  and then  against the  Principal
Balance of such Mortgage Loan, calculated as described in clause (A) above.

            "LOAN PERIODIC  UPDATE FILE" means the report  substantially  in the
form of, and containing the information  called for in, the downloadable form of
the "Loan  Periodic  Update  File"  available as of the Closing Date on the CMSA
Website  prepared by the Master Servicers and such other  information  regarding
the Mortgage  Loans as will permit the Paying Agent to calculate  the amounts to
be  distributed  to the  Certificateholders  pursuant to this  Agreement  and to
furnish the Monthly Certificateholders Report to Certificateholders  required to
be delivered hereunder and containing such additional  information as the Master
Servicers,  the Paying Agent and the  Depositor  may from time to time  mutually
agree.

            "LOAN SETUP FILE" means the report substantially in the form of, and
containing the  information  called for in, the  downloadable  form of the "Loan
Setup File" available as of the Closing Date on the CMSA Website,  or such other
form for the  presentation  of such  information  and containing such additional
information  as may from  time to time be  approved  by the CMSA for  commercial
mortgage  securities  transactions  generally  and,  insofar as it requires  the
presentation  of  information  in addition to that called for by the form of the
"Loan  Setup File"  available  as of the Closing  Date on the CMSA  Website,  is
reasonably  acceptable  to the Master  Servicers  or the Special  Servicers,  as
applicable, and the Trustee.

            "LOAN-TO-VALUE  RATIO"  means,  as of any  date  with  respect  to a
Mortgage Loan, the fraction,  expressed as a percentage,  the numerator of which
is the Principal  Balance of such Mortgage Loan at the date of determination and
the  denominator  of which is the Appraised  Value of the Mortgaged  Property as
shown on the most recent Appraisal or valuation of the Mortgaged  Property which
is available as of such date.

            "LOCK-BOX ACCOUNT" has the meaning set forth in Section 8.3(g).

            "LOCK-BOX  AGREEMENT"  means, with respect to any Mortgage Loan, any
lock-box agreement relating to such Mortgage Loan among the related Mortgagor, a
depositary institution and the applicable Master Servicer (or a Primary Servicer
or Sub-Servicer on its behalf) pursuant to which a Lock-Box Account is created.

            "LOSSES" has the meaning set forth in Section 12.4.

            "MAI" means Member of the Appraisal Institute.

            "MASTER  SERVICER"  means:  (a) with  respect to any  Mortgage  Loan
(other than a NCB Mortgage  Loan),  any REO Property  acquired by the Trust with
respect to a Mortgage  Loan  (other  than a NCB  Mortgage  Loan) and any matters
relating to the foregoing,  the General Master Servicer; and (b) with respect to
any NCB Mortgage Loan, any REO Property  acquired by the Trust with respect to a
NCB  Mortgage  Loan and any matters  relating to the  foregoing,  the NCB Master
Servicer.

            "MASTER  SERVICER  CONSENT  MATTER"  has the  meaning  set  forth in
Section 8.3(a).

            "MASTER SERVICER REMITTANCE DATE" means, for each Distribution Date,
the Business Day immediately preceding such Distribution Date.

            "MASTER SERVICER'S WEBSITE" means, collectively or individually,  as
applicable,  the NCB Master Servicer's Website and the General Master Servicer's
Website.

            "MASTER  SERVICING  FEE" means for each calendar  month,  as to each
Mortgage  Loan, but not as to the One Seaport Plaza Pari Passu Loan (as to which
there is no Master  Servicing  Fee payable to the Master  Servicers),  an amount
equal to the Master  Servicing Fee Rate applicable to such month  (determined in
the same manner (other than the rate of accrual) as the applicable Mortgage Rate
is determined for such Mortgage Loan for such month) multiplied by the Scheduled
Principal  Balance  of such  Mortgage  Loan  immediately  before  the  Due  Date
occurring  in such  month,  subject to  reduction  in  respect  of  Compensating
Interest, as set forth in Section 8.10(c).

            "MASTER  SERVICING  FEE RATE" means,  with respect to each  Mortgage
Loan, the rate per annum  specified as such on the Mortgage Loan Schedule.  With
respect to the One Seaport Plaza Pari Passu Loan,  no Master  Servicing Fee Rate
is charged by the Master  Servicers,  but the One Seaport  Plaza Pari Passu Loan
Servicing  Fee Rate is charged  pursuant to the 2002-IQ2  Pooling and  Servicing
Agreement.

            "MATERIAL BREACH" has the meaning set forth in Section 2.3(a).

            "MATERIAL  DOCUMENT  DEFECT"  has the  meaning  set forth in Section
2.3(a).

            "MATURITY DATE" means,  with respect to any Mortgage Loan or the San
Tomas B Note as of any date of determination, the date on which the last payment
of principal is due and payable under the related Mortgage Loan or the San Tomas
B Note,  after taking into account all  Principal  Prepayments  received and any
Deficient  Valuation,  Debt  Service  Reduction  Amount or  modification  of the
Mortgage  Loan  or the  San  Tomas  B Note  occurring  prior  to  such  date  of
determination,  but  without  giving  effect  to  (i)  any  acceleration  of the
principal of such Mortgage Loan or the San Tomas B Note or (ii) any grace period
permitted by the related Mortgage Loan or the San Tomas B Note.

            "MODIFICATION  FEE"  means  a fee,  if  any,  (i)  collected  from a
Mortgagor by the applicable Master Servicer in connection with a modification of
a Mortgage Loan or the San Tomas B Note other than a Specially Serviced Mortgage
Loan or (ii) collected by the applicable Special Servicer in connection with the
modification of a Specially Serviced Mortgage Loan.

            "MODIFICATION LOSS" means, with respect to each Mortgage Loan, (i) a
decrease  in the  Principal  Balance  of such  Mortgage  Loan as a  result  of a
modification  thereof in  accordance  with the terms  hereof,  (ii) any expenses
connected with such modification, to the extent (x) reimbursable to the Trustee,
the applicable  Special  Servicer or the applicable  Master Servicer and (y) not
recovered  from the  Mortgagor  or (iii) in the case of a  modification  of such
Mortgage Loan that reduces the Mortgage Rate  thereof,  the excess,  on each Due
Date,  of the amount of interest  that would have accrued at a rate equal to the
original  Mortgage  Rate,  over interest that actually  accrued on such Mortgage
Loan during the preceding Collection Period.

            "MONEY  TERM" means,  with  respect to any Mortgage  Loan or the San
Tomas B Note, the Maturity Date, Mortgage Rate, Principal Balance,  amortization
term or payment frequency thereof or any provision thereof requiring the payment
of a prepayment  premium,  yield  maintenance  payment or percentage  premium in
connection  with a  principal  prepayment  (and shall not  include  late fees or
default interest provisions).

            "MONTHLY CERTIFICATEHOLDERS REPORT" means a report provided pursuant
to Section 5.4 by the Paying Agent monthly as of the related  Determination Date
generally  in the form and  substance  of Exhibit M,  which sets  forth,  to the
extent applicable:  (i) the amount, if any, of such distributions to the holders
of each Class of Principal Balance Certificates applied to reduce the respective
Certificate Balances thereof; (ii) the amount of such distribution to holders of
each Class of Certificates  allocable to (A) interest  accrued at the respective
Pass-Through  Rates, less any Net Aggregate  Prepayment  Interest Shortfalls and
(B) Prepayment Premiums;  (iii) the number of outstanding Mortgage Loans and the
aggregate  Principal  Balance and  Scheduled  Principal  Balance of the Mortgage
Loans at the close of business on such  Determination  Date; (iv) the number and
aggregate  Scheduled  Principal  Balance of Mortgage Loans (A) delinquent  30-59
days, (B) delinquent 60-89 days, (C) delinquent 90 or more days, (D) as to which
foreclosure  proceedings  have  been  commenced,  or (E) as to which  bankruptcy
proceedings have been commenced;  (v) with respect to any REO Property  included
in the Trust, the Principal  Balance of the related Mortgage Loan as of the date
of acquisition of the REO Property and the Scheduled  Principal Balance thereof;
(vi) as of the related Determination Date (A) as to any REO Property sold during
the related  Collection  Period,  the date of the related  determination  by the
applicable  Special Servicer that it has recovered all payments which it expects
to be finally  recoverable and the amount of the proceeds of such sale deposited
into the  Certificate  Account,  and (B) the aggregate  amount of other revenues
collected by the applicable  Special  Servicer with respect to each REO Property
during the related Collection Period and credited to the Certificate Account, in
each case  identifying  such REO  Property  by the loan  number  of the  related
Mortgage Loan; (vii) the Aggregate  Certificate  Balance or Notional Amount,  as
the case may be, of each Class of Certificates before and after giving effect to
the distribution made on such Distribution  Date; (viii) the aggregate amount of
Principal  Prepayments  made  during the  related  Collection  Period;  (ix) the
Pass-Through Rate applicable to each Class of Certificates for such Distribution
Date;  (x) the  aggregate  amount  of the  Master  Servicing  Fee,  the  Primary
Servicing Fee, the Special Servicing Fee, the Excess Servicing Fees and the fees
paid to the 2002-IQ2 Master  Servicer and the fees paid to the 2002-IQ2  Special
Servicer; (xi) the amount of Unpaid Interest, Realized Losses or Expense Losses,
if any,  incurred  with respect to the Mortgage  Loans,  including a breakout by
type of such Realized  Losses or Expense Losses;  (xii) the aggregate  amount of
Servicing Advances and P&I Advances outstanding separately stated that have been
made by the applicable Master Servicer, the Trustee and the Fiscal Agent and the
aggregate  amount of Servicing  Advances  and P&I Advances  made by the 2002-IQ2
Master  Servicer in respect of the One Seaport Plaza Pari Passu Loan,  2002-TOP8
Mortgage  Loan and the  2002-IQ2  Mortgage  Loan;  and  (xiii) the amount of any
Appraisal  Reductions  effected  during  the  related  Collection  Period  on  a
loan-by-loan  basis  and the  total  Appraisal  Reductions  in effect as of such
Distribution Date (and in the case of the One Seaport Plaza Pari Passu Loan, the
amount of any  appraisal  reductions  effected  under the  2002-IQ2  Pooling and
Servicing  Agreement).   In  the  case  of  information  furnished  pursuant  to
subclauses  (i),  (ii) and (xi) above,  the amounts  shall be  expressed  in the
aggregate and as a dollar amount per $1,000 of original  principal amount of the
Certificates for all Certificates of each applicable Class.

            "MOODY'S" means Moody's Investors  Service,  Inc. or its successor
in interest.

            "MORTGAGE"  means the  mortgage,  deed of trust or other  instrument
securing a Mortgage Note.

            "MORTGAGE FILE" means the mortgage documents listed below:

            (i) the original Mortgage Note bearing all intervening endorsements,
      endorsed in blank or endorsed  "Pay to the order of LaSalle Bank  National
      Association,  as Trustee for Morgan  Stanley  Dean Witter  Capital I Inc.,
      Commercial Mortgage Pass-Through  Certificates,  Series 2002-IQ3,  without
      recourse,  representation or warranty" or if the original Mortgage Note is
      not included therein, then a lost note affidavit and indemnity with a copy
      of the Mortgage Note attached thereto;

            (ii) the original Mortgage, with evidence of recording thereon, and,
      if the Mortgage was executed pursuant to a power of attorney,  a certified
      true copy of the power of  attorney  certified  by the  public  recorder's
      office,  with evidence of recording  thereon (if recording is customary in
      the  jurisdiction  in  which  such  power of  attorney  was  executed)  or
      certified by a title insurance company or escrow company to be a true copy
      thereof;  provided that if such original Mortgage cannot be delivered with
      evidence of recording  thereon on or prior to the 90th day  following  the
      Closing  Date  because of a delay  caused by the public  recording  office
      where such original Mortgage has been delivered for recordation or because
      such original Mortgage has been lost, the Depositor shall deliver or cause
      to be delivered  to the Trustee a true and correct copy of such  Mortgage,
      together  with (A) in the case of a delay  caused by the public  recording
      office,  an Officer's  Certificate of the  applicable  Seller stating that
      such original  Mortgage has been sent to the appropriate  public recording
      official for  recordation or (B) in the case of an original  Mortgage that
      has been lost after recordation, a certification by the appropriate county
      recording  office where such Mortgage is recorded that such copy is a true
      and complete copy of the original recorded Mortgage;

            (iii) the  originals  of all  agreements  modifying  a Money Term or
      other material  modification,  consolidation and extension agreements,  if
      any,  with,  if  applicable,  evidence  of  recording  thereon  (which are
      reflected  in  the  Mortgage   Loan   Schedule),   or  if  such   original
      modification,  consolidation and extension  agreements have been delivered
      to the  appropriate  recording  office for recordation and either have not
      yet been  returned on or prior to the 90th day  following the Closing Date
      with evidence of recordation  thereon or have been lost after recordation,
      true copies of such modifications, consolidations and extensions certified
      by the applicable  Seller  together with (A) in the case of a delay caused
      by the public recording office, an Officer's Certificate of the applicable
      Seller stating that such original modification, consolidation or extension
      agreement has been dispatched or sent to the appropriate  public recording
      official for  recordation or (B) in the case of an original  modification,
      consolidation or extension agreement that has been lost after recordation,
      a certification  by the  appropriate  county  recording  office where such
      document is  recorded  that such copy is a true and  complete  copy of the
      original recorded modification,  consolidation or extension agreement, and
      the originals of all assumption agreements, if any;

            (iv) an original  Assignment of Mortgage for each Mortgage  Loan, in
      form and  substance  acceptable  for  recording,  signed by the  holder of
      record in blank or in favor of  "LaSalle  Bank  National  Association,  as
      Trustee for Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
      Pass-Through Certificates, Series 2002-IQ3";

            (v) originals of all  intervening  assignments of Mortgage,  if any,
      with  evidence of recording  thereon or, if such original  assignments  of
      Mortgage  have been  delivered to the  appropriate  recorder's  office for
      recordation,  certified  true  copies  of  such  assignments  of  Mortgage
      certified by the applicable  Seller, or in the case of an original blanket
      intervening  assignment of Mortgage  retained by the applicable  Seller, a
      copy  thereof  certified  by the  applicable  Seller  or, if any  original
      intervening  assignment  of Mortgage has not yet been returned on or prior
      to the 90th day following the Closing Date from the  applicable  recording
      office or has been lost, a true and correct copy  thereof,  together  with
      (A) in the case of a delay  caused  by the  public  recording  office,  an
      Officer's  Certificate of the applicable Seller stating that such original
      intervening assignment of Mortgage has been sent to the appropriate public
      recording  official  for  recordation  or (B) in the  case of an  original
      intervening assignment of Mortgage that has been lost after recordation, a
      certification  by the  appropriate  county  recording  office  where  such
      assignment  is recorded  that such copy is a true and complete copy of the
      original recorded intervening assignment of Mortgage;

            (vi) if the  related  Assignment  of  Leases  is  separate  from the
      Mortgage,  the  original of such  Assignment  of Leases  with  evidence of
      recording  thereon or, if such  Assignment of Leases has not been returned
      on or prior to the 90th day following the Closing Date from the applicable
      public recording  office, a copy of such Assignment of Leases certified by
      the  applicable  Seller  to be a true and  complete  copy of the  original
      Assignment  of  Leases  submitted  for  recording,  together  with  (A) an
      original of each  assignment of such Assignment of Leases with evidence of
      recording thereon and showing a complete recorded chain of assignment from
      the named assignee to the holder of record,  and if any such assignment of
      such Assignment of Leases has not been returned from the applicable public
      recording  office,  a copy of such assignment  certified by the applicable
      Seller to be a true and complete copy of the original assignment submitted
      for  recording,  and (B) an  original  assignment  of such  Assignment  of
      Leases,  in  recordable  form,  signed by the holder of record in favor of
      "LaSalle Bank  National  Association,  as Trustee for Morgan  Stanley Dean
      Witter  Capital I Inc.,  Commercial  Mortgage  Pass-Through  Certificates,
      Series  2002-IQ3,"  which  assignment  may  be  effected  in  the  related
      Assignment of Mortgage;

            (vii) the original or a copy of each guaranty,  if any, constituting
      additional security for the repayment of such Mortgage Loan;

            (viii)the  original  Title  Insurance  Policy or in the  event  such
      original Title Insurance  Policy has not been issued,  an original binder,
      pro forma policy or actual title commitment or a copy thereof certified by
      the title  company  with the  original  Title  Insurance  Policy to follow
      within 180 days of the Closing Date or a preliminary  title report with an
      original Title  Insurance  Policy to follow within 180 days of the Closing
      Date;

            (ix) (A)  Copies  of UCC  financing  statements  (together  with all
      assignments  thereof)  filed in  connection  with a Mortgage  Loan and (B)
      UCC-2  or  UCC-3  financing   statements   assigning  such  UCC  financing
      statements to the Trustee  executed and  delivered in connection  with the
      Mortgage Loan;

            (x) copies of the related ground  lease(s),  if any,  related to any
      Mortgage  Loan where the  Mortgagor  is the lessee under such ground lease
      and there is a lien in favor of the mortgagee in such lease;

            (xi)  copies  of  any  loan  agreements,   lock-box  agreements  and
      intercreditor agreements (including,  without limitation,  the One Seaport
      Plaza Intercreditor Agreement and the San Tomas Intercreditor  Agreement),
      if any, related to any Mortgage Loan;

            (xii)  either (A) the  original  of each  letter of credit,  if any,
      constituting  additional  collateral  for such  Mortgage  Loan (other than
      letters of credit  representing  tenant security  deposits which have been
      collaterally  assigned  to  the  lender),  which  shall  be  assigned  and
      delivered  to the Trustee on behalf of the Trust with a copy to be held by
      the Primary  Servicer (or the applicable  Master  Servicer),  and applied,
      drawn,  reduced or released in  accordance  with  documents  evidencing or
      securing the applicable  Mortgage Loan,  this Agreement and the applicable
      Primary Servicing Agreement or, (B) the original of each letter of credit,
      if any,  constituting  additional collateral for such Mortgage Loan (other
      than letters of credit  representing  tenant security  deposits which have
      been  collaterally  assigned  to the  lender),  which shall be held by the
      Primary  Servicer  (or the  applicable  Master  Servicer) on behalf of the
      Trustee,  with a copy to be  held  by the  Trustee,  and  applied,  drawn,
      reduced or released in accordance  with  documents  evidencing or securing
      the  applicable  Mortgage Loan,  this Agreement and the Primary  Servicing
      Agreement  (it being  understood  that each Seller has agreed (a) that the
      proceeds of such letter of credit belong to the Trust,  (b) to notify,  on
      or before the Closing Date, the bank issuing the letter of credit that the
      letter of credit and the proceeds  thereof belong to the Trust, and to use
      reasonable  efforts  to obtain  within 30 days (but in any event to obtain
      within 90 days) following the Closing Date, an acknowledgement  thereof by
      the bank (with a copy of such  acknowledgement  to be sent to the Trustee)
      and (c) to indemnify the Trust for any liabilities,  charges,  costs, fees
      or other  expenses  accruing  from the failure of the Seller to assign the
      letter of credit hereunder). In the case of clause (B) above, each Primary
      Servicer (and the General Master Servicer) acknowledges that any letter of
      credit held by it shall be held in its capacity as agent of the Trust, and
      if a Primary  Servicer (or the applicable  Master Servicer with respect to
      the MSDWMC  Loans)  sells its rights to service  the  applicable  Mortgage
      Loan, the applicable  Primary Servicer (or the applicable  Master Servicer
      with  respect to the MSDWMC  Loans) will assign the  applicable  letter of
      credit to the Trust or at the direction of the General Special Servicer to
      such party as such Special  Servicer may  instruct,  in each case,  at the
      expense of the Primary  Servicer (or the applicable  Master  Servicer with
      respect to the MSDWMC  Loans).  The Primary  Servicer  (or the  applicable
      Master  Servicer)  shall  indemnify  the Trust for any loss  caused by the
      ineffectiveness of such assignment;

            (xiii)  the  original  or a  copy  of  the  environmental  indemnity
      agreement, if any, related to any Mortgage Loan;

            (xiv)  copies of  third-party  management  agreements,  if any,  for
      hotels and Mortgaged  Properties  securing  Mortgage  Loans with a Cut-Off
      Date Principal Balance equal to or greater than $20,000,000;

            (xv) the original of any  Environmental  Insurance Policy or, if the
      original is held by the related borrower, a copy thereof;

            (xvi) a copy of any affidavit and indemnification agreement in favor
      of the lender;

            (xvii)  with  respect  to  hospitality  properties,  a  copy  of any
      franchise agreement, franchise comfort letter and applicable assignment or
      transfer documents; and

            (xviii)  with  respect to the One Seaport  Plaza Pari Passu Loan,  a
      copy of the 2002-IQ2 Pooling and Servicing Agreement.

            With respect to the One Seaport Plaza Pari Passu Loan, the preceding
document  delivery  requirements will be met by the delivery by the Depositor of
copies of the documents  specified  above (other than the Mortgage Note (and all
intervening endorsements) evidencing the One Seaport Plaza Pari Passu Loan, with
respect to which the originals  shall be required),  including a copy of the One
Seaport Plaza Pari Passu Mortgage.

            "MORTGAGE LOAN" means a Mortgage Note secured by a Mortgage, and all
amendments and modifications thereof,  identified on the Mortgage Loan Schedule,
as amended from time to time, and conveyed,  transferred,  sold,  assigned to or
deposited with the Trustee  pursuant to Section 2.1 or Section 2.3, and Mortgage
Loan shall also include any  Defeasance  Loan,  the One Seaport Plaza Pari Passu
Loan (but not for purposes of making Advances  pursuant to this  Agreement;  and
does not include the 2002-IQ2 Mortgage Loan or the 2002-TOP8 Mortgage Loan), the
San  Tomas A Note  (but not the San  Tomas B Note)  and any REO  Mortgage  Loan,
unless the context requires otherwise.

            "MORTGAGE  LOAN  PURCHASE  AGREEMENT"  means  Mortgage Loan Purchase
Agreement I,  Mortgage  Loan  Purchase  Agreement  II,  Mortgage  Loan  Purchase
Agreement  III,  Mortgage  Loan Purchase  Agreement  IV,  Mortgage Loan Purchase
Agreement V,  Mortgage  Loan  Purchase  Agreement  VI,  Mortgage  Loan  Purchase
Agreement VII and Mortgage Loan Purchase Agreement VIII, as the case may be.

            "MORTGAGE  LOAN  PURCHASE  AGREEMENT I" means that certain  Mortgage
Loan Purchase Agreement between MSDWMC and the Depositor dated as of December 1,
2002 with  respect to the MSDWMC  Loans,  a form of which is attached  hereto as
Exhibit K-1.

            "MORTGAGE  LOAN PURCHASE  AGREEMENT II" means that certain  Mortgage
Loan Purchase  Agreement  between UCL and the Depositor  dated as of December 1,
2002  with  respect  to the UCL  Loans,  a form of which is  attached  hereto as
Exhibit K-2.

            "MORTGAGE LOAN PURCHASE  AGREEMENT III" means that certain  Mortgage
Loan  Purchase  Agreement  between  Prudential  and the  Depositor  dated  as of
December  1, 2002  with  respect  to the  Prudential  Loans,  a form of which is
attached hereto as Exhibit K-3.

            "MORTGAGE  LOAN PURCHASE  AGREEMENT IV" means that certain  Mortgage
Loan Purchase Agreement between Principal and the Depositor dated as of December
1, 2002 with respect to the Principal  Loans, a form of which is attached hereto
as Exhibit K-4.

            "MORTGAGE  LOAN  PURCHASE  AGREEMENT V" means that certain  Mortgage
Loan Purchase  Agreement  between NCCB and the Depositor dated as of December 1,
2002 with  respect  to the NCCB  Loans,  a form of which is  attached  hereto as
Exhibit K-5.

            "MORTGAGE  LOAN PURCHASE  AGREEMENT VI" means that certain  Mortgage
Loan Purchase Agreement between NCBFSB and the Depositor dated as of December 1,
2002 with  respect to the NCBFSB  Loans,  a form of which is attached  hereto as
Exhibit K-6.

            "MORTGAGE LOAN PURCHASE  AGREEMENT VII" means that certain  Mortgage
Loan Purchase  Agreement  between TIAA and the Depositor dated as of December 1,
2002 with  respect  to the TIAA  Loans,  a form of which is  attached  hereto as
Exhibit K-7.

            "MORTGAGE LOAN PURCHASE  AGREEMENT VIII" means that certain Mortgage
Loan  Purchase  Agreement  between  Nationwide  and the  Depositor  dated  as of
December  1, 2002  with  respect  to the  Nationwide  Loans,  a form of which is
attached hereto as Exhibit K-8.

            "MORTGAGE LOAN SCHEDULE" or "LOAN SCHEDULE" means  collectively  the
schedule  attached hereto as Schedule I, which  identifies each MSDWMC Loan, the
schedule  attached  hereto as Schedule II, which  identifies  each UCL Loan, the
schedule attached hereto as Schedule III, which identifies each Prudential Loan,
the schedule  attached  hereto as Schedule IV, which  identifies  each Principal
Loan, the schedule  attached  hereto as Schedule V, which  identifies  each NCCB
Loan, the schedule  attached hereto as Schedule VI, which identifies each NCBFSB
Loan, the schedule  attached hereto as Schedule VII, which  identifies each TIAA
Loan and the schedule  attached hereto as Schedule VIII,  which  identifies each
Nationwide  Loan, as such schedules may be amended from time to time pursuant to
Section 2.3.

            "MORTGAGE  NOTE" means the note or other  evidence  of  indebtedness
evidencing the indebtedness of a Mortgagor under a Mortgage Loan.

            "MORTGAGE RATE" means,  for a given Mortgage Loan or the San Tomas B
Note, the per annum rate at which interest  accrues on such Mortgage Loan or the
San Tomas B Note.

            "MORTGAGED   PROPERTY"  means  the  real  property,   together  with
improvements  thereto,  securing the  indebtedness  of the  Mortgagor  under the
related Mortgage Loan.

            "MORTGAGEE"  means,  with  respect to any Mortgage as of any date of
determination, the mortgagee named therein as of such date.

            "MORTGAGOR" means the obligor on a Mortgage Note.

            "MSDWMC"  has the  meaning  assigned  in the  Preliminary  Statement
hereto.

            "MSDWMC LOANS" means, collectively, those Mortgage Loans sold to the
Depositor  pursuant  to the  Mortgage  Loan  Purchase  Agreement  I and shown on
Schedule I hereto.

            "NATIONWIDE" has the meaning  assigned in the Preliminary  Statement
hereto.

            "NATIONWIDE LOANS" means, collectively, those Mortgage Loans sold to
the Depositor pursuant to the Mortgage Loan Purchase Agreement VIII and shown on
Schedule VIII hereto.

            "NCB MASTER  SERVICER" means NCBFSB and its permitted  successors or
assigns.

            "NCB MASTER SERVICER'S WEBSITE" has the meaning set forth in Section
8.14 hereof.

            "NCB MORTGAGE LOANS" means,  collectively,  the NCBFSB Loans and the
NCCB Loans.

            "NCB TRUST ASSETS" means the NCB Mortgage Loans,  any REO Properties
acquired  by the Trust with  respect to the NCB  Mortgage  Loans and any and all
other related assets of the Trust.

            "NCBFSB"  has the  meaning  assigned  in the  Preliminary  Statement
hereto.

            "NCBFSB LOANS" means, collectively, those Mortgage Loans sold to the
Depositor  pursuant to the  Mortgage  Loan  Purchase  Agreement  VI and shown on
Schedule VI hereto.

            "NCBFSB  SUBORDINATE  DEBT  CONDITIONS"  means,  with  respect  to a
Borrower encumbering a Mortgaged Property relating to a Co-op Mortgage Loan with
a subordinate mortgage, the following conditions:  (i) each of the loans, or the
sole loan, to be secured by each such subordinate  mortgage is made by NCBFSB or
any Affiliate  thereof (ii) each such subordinate  mortgage is expressly subject
and subordinate to the lien of the Mortgage  encumbering the Mortgaged  Property
in  question,  (iii)  each  such  subordinate  mortgage  is  expressly  made  in
compliance with the underwriting  standards which NCBFSB customarily  employs in
connection  with  making  subordinate   mortgages  for  its  own  mortgage  loan
portfolio,  (iv) as of the date of the closing of the subordinate  mortgage loan
in question, the New Loan-to-Value Ratio (as defined below) does not exceed 40%,
(v) NCBFSB or any Affiliate  thereof that  originates the  subordinate  mortgage
loan,  executes  and  delivers to the  Trustee a  subordination  agreement  with
respect to such  subordinate  mortgage  in  substantially  the form of Exhibit T
hereto (provided that the Trustee shall have no  responsibility  for determining
the sufficiency or validity thereof), (vi) if the subordinate mortgage loan will
not be a fully  amortizing  loan,  the stated  maturity date of the  subordinate
mortgage  loan shall be no earlier than the maturity  date of the related  Co-op
Mortgage Loan,  (vii) the subordinate  mortgage loan shall have interest payable
on a current basis,  with no deferral,  (viii) the subordinate  mortgage loan is
made principally for the purpose of funding capital expenditures,  major repairs
or reserves at or with  respect to the  Mortgaged  Property in question and (ix)
the aggregate amount of subordinate  debt encumbering the Mortgaged  Property in
question  does not exceed  $3,500,000.  For  purposes  of this  definition,  and
notwithstanding anything herein to the contrary:  "Mortgage Debt" shall mean the
sum of (x) the aggregate  outstanding  principal balance of all loans secured by
one or more  mortgages  then  encumbering  the  Mortgaged  Property  in question
(including  the related Co-op  Mortgage  Loan and any then existing  subordinate
mortgage  loans) and (y) the  principal  amount of the proposed new  subordinate
mortgage  loan;  "New  Loan-to-Value  Ratio" shall mean,  as of any date for any
Co-op Mortgage Loan, the fraction,  expressed as a percentage,  the numerator of
which is the Mortgage Debt for the related Mortgaged  Property on such date, and
the  denominator  of  which is the  Appraised  Value  of the  related  Mortgaged
Property;  and  "Appraised  Value"  shall be based  on an MAI  appraisal  of the
applicable  Mortgaged  Property  made, in  conformance  with NCBFSB's  customary
underwriting requirements,  not more than one year prior to the origination date
of the related Co-op Mortgage Loan and reviewed by the NCB Master Servicer.

            "NCCB" has the meaning assigned in the Preliminary Statement hereto.

            "NCCB LOANS" means,  collectively,  those Mortgage Loans sold to the
Depositor  pursuant  to the  Mortgage  Loan  Purchase  Agreement  V and shown on
Schedule V hereto.

            "NET  AGGREGATE   PREPAYMENT   INTEREST  SHORTFALL"  means  for  any
Distribution  Date, the sum of the Net Aggregate  Prepayment  Interest Shortfall
for each Master Servicer's  Mortgage Loans,  which is calculated with respect to
each Master  Servicer's  Mortgage Loans (including the Post  Determination  Date
Mortgage Loans and Specially Serviced Mortgage Loans), as the excess, if any, of
aggregate  Prepayment  Interest  Shortfalls for such Master Servicer's  Mortgage
Loans over the sum of (A) the  Compensating  Interest  to be paid by such Master
Servicer (or any Primary  Servicer or Sub-Servicer,  if applicable  according to
the related  Primary  Servicing  Agreement or  Sub-Servicing  Agreement) on such
Distribution  Date and (B) the aggregate  Prepayment  Interest Excesses for such
Master Servicer's Mortgage Loans (including the Post Determination Date Mortgage
Loans and Specially Serviced Mortgage Loans). Prepayment Interest Shortfalls and
Prepayment  Interest  Excesses will be  separately  accounted for by each of the
Master Servicers.

            "NEW  LEASE"  means any lease of any REO  Property  entered  into on
behalf of the Trust,  including  any lease  renewed or extended on behalf of the
Trust if the Trust has the right to renegotiate the terms of such lease.

            "1940 ACT" means the Investment Company Act of 1940, as amended.

            "1933 ACT" means the Securities Act of 1933, as amended.

            "1934 ACT" means the Securities Exchange Act of 1934, as amended.

            "NOI ADJUSTMENT  WORKSHEET"  means a worksheet  substantially in the
form of Exhibit P.

            "NON-INVESTMENT GRADE CERTIFICATES" means each Class of Certificates
other than a Residual  Certificate  that, at the time of  determination,  is not
rated in one of the four highest  generic  rating  categories by at least one of
Fitch, S&P or Moody's.

            "NON-REGISTERED CERTIFICATE" means unless and until registered under
the  Securities  Act,  any Class X, Class E, Class F, Class G, Class H, Class J,
Class K, Class L, Class M, Class N, Class O or Residual Certificate.

            "NONDISQUALIFICATION  OPINION" means a written Opinion of Counsel to
the effect that a contemplated  action will neither cause any REMIC Pool to fail
to  qualify as a REMIC at any time that any  Certificates  are  outstanding  nor
cause a "prohibited  transaction,"  "prohibited  contribution"  or any other tax
(other than a tax on "net  income from  foreclosure  property"  permitted  to be
incurred under this Agreement) to be imposed on any REMIC Pool or the Trust.

            "NONECONOMIC  RESIDUAL INTEREST" means a residual interest that is a
"noneconomic  residual  interest"  within the  meaning of  Treasury  Regulations
Section 1.860E-1(c).

            "NONRECOVERABLE  ADVANCE"  means  any of the  following  (i) the One
Seaport  Plaza Pari  Passu  Loan  Nonrecoverable  Advances  (including  interest
accrued  thereon  at the  Advance  Rate)  and (ii) the  portion  of any  Advance
(including  interest  accrued  thereon at the Advance Rate)  previously  made or
proposed to be made by a Master Servicer,  the Trustee or the Fiscal Agent that,
in its respective sole discretion,  exercised in good faith and, with respect to
such Master Servicer, in accordance with the Servicing Standard, will not be or,
in the case of a current delinquency, would not be, ultimately recoverable, from
Insurance  Proceeds,  Condemnation  Proceeds,  Liquidation  Proceeds or Purchase
Proceeds (or from any other  collections)  with respect to the related  Mortgage
Loan (in the case of P&I  Advances and  Servicing  Advances) or REO Property (in
the case of P&I Advances and Servicing  Advances),  as evidenced by an Officer's
Certificate  delivered  pursuant to Section 4.4.  With respect to each  Mortgage
Loan  that  is  cross-collateralized  by  Mortgaged  Properties  securing  other
Mortgage  Loans,  all of such  Mortgaged  Properties  and other security must be
considered  in  connection  with any  determination  of  whether an Advance is a
Nonrecoverable  Advance.  Such Officer's  Certificate  shall be delivered to the
Trustee (upon which the Trustee may  conclusively  rely) or to the Depositor (if
the Trustee or the Fiscal Agent is delivering  such Officer's  Certificate)  and
(in either case) to the applicable  Special Servicer and the Paying Agent in the
time periods as specified in Section 4.4 and shall include the  information  and
reports set forth in Section 4.4. In determining whether an Advance with respect
to any Mortgage Loan (in the case of P&I Advances and Servicing  Advances)  will
be recoverable, the applicable Master Servicer, the Trustee or the Fiscal Agent,
as  applicable,  shall take into  account  amounts  that may be  realized on the
related  Mortgaged  Property  in its  "as  is" or  then  current  condition  and
occupancy.  Absent bad faith, the applicable Master Servicer's  determination as
to the  recoverability  of any Advance  shall be  conclusive  and binding on the
Certificateholders.  Absent bad faith or breach of the servicing  standard under
the  2002-IQ2  Pooling and  Servicing  Agreement,  the  determination  as to the
recoverability  of any advance made with  respect to the One Seaport  Plaza Pari
Passu Loan pursuant to the 2002-IQ2  Pooling and Servicing  Agreement,  shall be
conclusive  and  binding on the  Certificateholders  and may,  in all cases,  be
relied on by the Trustee, the Fiscal Agent and the General Master Servicer.

            "NOTIONAL AMOUNT" means, as of any date of  determination:  (i) with
respect to all of the Class X-1  Certificates as a Class, the Class X-1 Notional
Amount as of such date of  determination;  (ii)  with  respect  to any Class X-1
Certificate,   the  product  of  the  Percentage   Interest  evidenced  by  such
Certificate and the Class X-1 Notional Amount as of such date of  determination;
(iii) with respect to all of the Class X-2  Certificates  as a Class,  the Class
X-2 Notional Amount as of such date of  determination;  (iv) with respect to any
Class X-2 Certificate,  the product of the Percentage Interest evidenced by such
Certificate and the Class X-2 Notional Amount as of such date of  determination;
(v) with respect to all of the Class X-Y  Certificates as a Class, the Class X-Y
Notional Amount as of such date of determination; (vi) with respect to any Class
X-Y  Certificate,  the  product of the  Percentage  Interest  evidenced  by such
Certificate and the Class X-Y Notional  Amount;  (vii) with respect to any Group
X-Y REMIC I Regular  Interest,  the Principal  Balance of the related  Specially
Designated Co-op Mortgage Loan (or any successor REO Mortgage Loan),  reduced by
any Advances of principal made with respect to such Specially  Designated  Co-op
Mortgage Loan; and (viii) with respect to the REMIC II Regular Interest X-Y, the
aggregate of the Notional  Amounts with respect to all Group X-Y REMIC I Regular
Interests.

            "OFFICER'S  CERTIFICATE"  means (v) in the case of the Depositor,  a
certificate  signed  by one or more  of the  Chairman  of the  Board,  any  Vice
Chairman,  the  President,  or any Senior  Vice  President,  Vice  President  or
Assistant Vice  President,  and by one or more of the  Treasurer,  any Assistant
Treasurer,  the Secretary or any Assistant Secretary of the Depositor, or (w) in
the  case  of  the  applicable  Master  Servicers  and  the  applicable  Special
Servicers,  any of  the  officers  referred  to  above  or an  employee  thereof
designated as a Servicing  Officer or Special Servicing Officer pursuant to this
Agreement,  (x) in the case of the Trustee or the Fiscal  Agent,  a  certificate
signed by a  Responsible  Officer,  (y) in the case of a Seller,  a  certificate
signed by one or more of the  Chairman  of the  Board,  any Vice  Chairman,  any
Managing Director or Director,  the President,  or any Executive Vice President;
any Senior Vice President,  Second Vice  President,  Vice President or Assistant
Vice  President,  any  Treasurer,  any  Assistant  Treasurer,  any  Secretary or
Assistant  Secretary  and (z) in the case of the  Paying  Agent,  a  certificate
signed by a Responsible  Officer,  each with specific  responsibilities  for the
matters contemplated by this Agreement.

            "ONE SEAPORT PLAZA  INTERCREDITOR  AGREEMENT" means, with respect to
the One  Seaport  Plaza Pari Passu Loan,  the  2002-TOP8  Mortgage  Loan and the
2002-IQ2 Mortgage Loan that certain  intercreditor  agreement,  dated as of June
27, 2002, by and between  Morgan Stanley Bank, a Utah  industrial  loan company,
and the initial  holder of the 2002-IQ2  Mortgage  Loan relating to the relative
rights of the holder of the One  Seaport  Plaza Pari Passu Loan,  the  2002-TOP8
Mortgage  Loan and the  2002-IQ2  Mortgage  Loan,  as amended by the One Seaport
Plaza  Letter  Agreement,  and as the same may be further  amended  from time to
time.

            "ONE SEAPORT  PLAZA  LETTER  AGREEMENT"  means that  certain  letter
agreement  dated June 27, 2002 by and among the 2002-IQ2  Master  Servicer,  the
2002-IQ2 Special Servicer,  the 2002-IQ2 Trustee, the 2002-IQ2 Paying Agent, the
2002-IQ2  Fiscal Agent and Morgan Stanley Bank, a Utah  industrial loan company,
as initial  holder of the One  Seaport  Plaza Pari Passu Loan and the  2002-TOP8
Mortgage  Loan,  relating to certain  servicing  matters with respect to the One
Seaport  Plaza Pari Passu Loan,  the 2002-IQ2  Mortgage  Loan and the  2002-TOP8
Mortgage Loan.

            "ONE  SEAPORT  PLAZA  PARI  PASSU  LOAN"  means  the  Mortgage  Loan
designated as Mortgage Loan No. 2 on the Mortgage Loan Schedule which is secured
on a pari passu basis with the 2002-IQ2 Mortgage Loan and the 2002-TOP8 Mortgage
Loan pursuant to the One Seaport Plaza Pari Passu Mortgage.

            "ONE SEAPORT PLAZA PARI PASSU LOAN NONRECOVERABLE ADVANCE" means the
pro rata  portion of any  "Nonrecoverable  Advance"  (as defined in the 2002-IQ2
Pooling and Servicing  Agreement)  allocable to the One Seaport Plaza Pari Passu
Loan  pursuant to and in  accordance  with the  2002-IQ2  Pooling and  Servicing
Agreement.

            "ONE  SEAPORT  PLAZA PARI PASSU LOAN  SERVICING  FEE RATE" means the
"Master  Servicing Fee Rate" applicable to the One Seaport Plaza Pari Passu Loan
as defined in the 2002-IQ2 Pooling and Servicing Agreement.

            "ONE SEAPORT PLAZA PARI PASSU MORTGAGE" means the mortgage  securing
the  2002-IQ2  Mortgage  Loan,  the One  Seaport  Plaza  Pari Passu Loan and the
2002-TOP8 Mortgage Loan.

            "OPERATING  ADVISER"  shall have the  meaning  specified  in Section
9.37(a).

            "OPERATING  STATEMENT  ANALYSIS  REPORT" means a report which is one
element of the MBA/CMSA  Methodology for Analyzing and Reporting Property Income
Statements and which is substantially in the form of Exhibit N.

            "OPINION OF COUNSEL" means a written opinion of counsel addressed to
the applicable  Master Servicer (and/or any Primary Servicer acting on behalf of
such Master Servicer),  the applicable Special Servicer,  or the Trustee and the
Paying Agent, as applicable, reasonably acceptable in form and substance to such
Master  Servicer  (and/or any Primary  Servicer  acting on behalf of such Master
Servicer),  such  Special  Servicer,  or the  Trustee and the Paying  Agent,  as
applicable,  and who is not  in-house  counsel to the party  required to deliver
such opinion but who, in the good faith judgment of such Master Servicer (and/or
any Primary Servicer acting on behalf of such Master  Servicer),  the applicable
Special  Servicer,  or the  Trustee  and the Paying  Agent,  as  applicable,  is
Independent  outside  counsel  knowledgeable  of  the  issues  occurring  in the
practice  of  securitization  with  respect  to  any  such  opinion  of  counsel
concerning the taxation,  or status as a REMIC for tax purposes, of the Trust or
any REMIC Pool.

            "OPTION" shall have the meaning specified in Section 9.36(a).

            "OPTION HOLDER" shall have the meaning specified in Section 9.36(a).

            "OPTION PURCHASE PRICE" shall have the meaning  specified in Section
9.36(b).

            "OWNERSHIP INTEREST" means, as to any Certificate,  any ownership or
security  interest  in such  Certificate  as the  Holder  thereof  and any other
interest therein, whether direct or indirect,  legal or beneficial,  as owner or
as pledgee.

            "P&I ADVANCE"  shall mean,  (i) with respect to any Mortgage Loan or
Specially  Serviced  Mortgage Loan as to which all or a portion of the Scheduled
Payment (other than a Balloon Payment) due during the related  Collection Period
(or with  respect  to the Post  Determination  Date  Mortgage  Loans  due on the
related Due Date) was not received by the applicable  Master  Servicer as of the
Business Day preceding the Master Servicer  Remittance Date, the portion of such
Scheduled  Payment not received;  (ii) with respect to any Balloon Mortgage Loan
(including  any REO Mortgage  Loan which  provided for a Balloon  Payment) as to
which a Balloon  Payment  was due or deemed due  during or prior to the  related
Collection  Period but was  delinquent,  in whole or in part, as of the Business
Day prior to the related Master Servicer Remittance Date (or, in the case of the
Post  Determination  Date  Mortgage  Loans,  as of the Business Day prior to the
Master Servicer  Remittance Date), an amount equal to the excess, if any, of the
Assumed  Scheduled  Payment  for such  Balloon  Mortgage  Loan  for the  related
Collection Period, over any Late Collections received in respect of such Balloon
Payment  during  such  Collection  Period;  and (iii)  with  respect to each REO
Property,  an amount  equal to the  excess,  if any,  of the  Assumed  Scheduled
Payment  for the REO  Mortgage  Loan  related  to such REO  Property  during the
related  Collection Period (or as to the Post  Determination Date Mortgage Loans
due on the related  Due Date  during the month in which the  related  Collection
Period ends),  over remittances of REO Income to the applicable  Master Servicer
by the applicable  Special Servicer,  reduced by any amounts required to be paid
as taxes on such REO Income (including taxes imposed pursuant to Section 860G(c)
of the Code); provided, however, that the Scheduled Payment or Assumed Scheduled
Payment for any Mortgage Loan or REO Mortgage Loan which has been modified shall
be  calculated  based on its terms as modified and provided,  further,  that the
interest portion amount of any P&I Advance with respect to a Mortgage Loan as to
which  there has been an  Appraisal  Reduction  will be an  amount  equal to the
product of (i) the amount  with  respect to  interest  required  to be  advanced
without  giving  effect to this  proviso and (ii) a fraction,  the  numerator of
which  is the  Scheduled  Principal  Balance  of  such  Mortgage  Loan as of the
immediately preceding Determination Date less any Appraisal Reduction applicable
to such Mortgage Loan and the  denominator  of which is the Scheduled  Principal
Balance of such Mortgage Loan as of such Determination Date.

            "P&I ADVANCE AMOUNT" means, with respect to any Mortgage Loan or REO
Property,  the amount of the P&I Advance for each Mortgage Loan computed for any
Distribution Date.

            "PARTICIPANT"  means  a  broker,   dealer,   bank,  other  financial
institution  or other Person for whom the  Clearing  Agency  effects  book-entry
transfers and pledges of securities deposited with the Clearing Agency.

            "PASS-THROUGH  RATE" or  "PASS-THROUGH  RATES" means with respect to
any Class of REMIC I Regular Interests,  REMIC II Regular Interests or REMIC III
Regular Certificates,  other than the Class F, Class G and Class X Certificates,
for the first Distribution Date, the rate set forth in the Preliminary Statement
hereto. For any Distribution Date occurring  thereafter (and with respect to the
Class F, Class G and Class X  Certificates,  for each  Distribution  Date),  the
Pass-Through  Rates  for (i) (A) the Group PB REMIC I  Regular  Interests  shall
equal  the  REMIC I Net  Mortgage  Rate and (B) the  Group  X-Y  REMIC I Regular
Interests,  their  respective Class X-Y Strip Rates on the related Mortgage Loan
for such Distribution  Date, (ii) (A) the REMIC II Regular Interests (other than
REMIC I Regular  Interest  X-Y) shall  equal the  Weighted  Average  REMIC I Net
Mortgage Rate and (B) the REMIC II Regular  Interest  X-Y, the Weighted  Average
Class X-Y Strip Rate,  for such  Distribution  Date,  (iii) the Class A-1, Class
A-2,  Class A-3,  Class A-4,  Class B, Class C, Class D and Class E Certificates
shall  equal  the  fixed  rate  corresponding  to such  Class  set  forth in the
Preliminary  Statement  hereto,  (iv) the Class F  Certificates  shall equal the
Weighted  Average  REMIC I Net  Mortgage  Rate for such  Distribution  Date less
0.63%%,  (vi) the Class G Certificates  shall equal the Weighted Average REMIC I
Net  Mortgage  Rate for such  Distribution  Date less 0.20%,  (vii) the Class H,
Class J, Class K, Class L, Class M, Class N and Class O Certificates shall equal
the  lesser of (A) the fixed rate  corresponding  to such Class set forth in the
Preliminary  Statement  hereto and (B) the Weighted Average REMIC I Net Mortgage
Rate for such Distribution Date, (viii) the Class X-1 Certificates,  shall equal
the per annum  rate  equal to (A) the  product  of (y) the  Accrued  Certificate
Interest thereon for such Distribution Date and (z) 12, divided by (B) the Class
X-1 Notional Amount; (ix) the Class X-2 Certificates,  shall equal the per annum
rate equal to (A) the product of (y) the Accrued  Certificate  Interest  thereon
for such  Distribution  Date and (z) 12,  divided by (B) the Class X-2  Notional
Amount;  and (x) the Class X-Y Certificates shall equal the per annum rate equal
to (A) the  product of (y) the  Accrued  Certificate  Interest  thereon for such
Distribution Date and (z) 12, divided by (B) the Class X-Y Notional Amount.  The
Pass-Through Rate for the Class A-1A Component, the Class A-1B Component and the
Class  A-1C  Component  shall  equal  the  Pass-Through  Rate of the  Class  A-1
Certificates. The Pass-Through Rate for the Class A-2A Component, the Class A-2B
Component,  the Class A-2C Component,  the Class A-2D Component,  the Class A-2E
Component and the Class A-2F Component shall equal the Pass-Through  Rate of the
Class A-2 Certificates.  The Pass-Through Rate for the Class A-3A Component, the
Class A-3B  Component,  the Class A-3C  Component  and the Class A-3D  Component
shall  equal  the  Pass-Through  Rate  of  the  Class  A-3   Certificates.   The
Pass-Through Rate for the Class A-4A Component, the Class A-4B Component and the
Class  A-4C  Component  shall  equal  the  Pass-Through  Rate of the  Class  A-4
Certificates.  The Pass-Through Rate for the Class C-1 Component,  the Class C-2
Component,  the Class C-3 Component and the Class C-4 Component  shall equal the
Pass-Through  Rate of the Class C Certificates.  The  Pass-Through  Rate for the
Class E-1  Component and the Class E-2  Component  shall equal the  Pass-Through
Rate of the  Class E  Certificates.  The  Pass-Through  Rate for the  Class  H-1
Component and the Class H-2 Component shall equal the  Pass-Through  Rate of the
Class H Certificates.

            "PAYING  AGENT" means  LaSalle  Bank  National  Association  and any
successor or assign, as provided herein.

            "PAYING  AGENT FEE" means the  portion of the Trustee Fee payable to
the Paying  Agent in an amount  agreed to  between  the  Trustee  and the Paying
Agent.

            "PAYING AGENT'S WEBSITE" has the meaning set forth in Section 5.4(a)
hereof.

            "PERCENTAGE   INTEREST"  means,   with  respect  to  each  Class  of
Certificates  other than the Residual  Certificates,  the fraction of such Class
evidenced  by such  Certificate,  expressed  as a  percentage  (carried  to four
decimal  places  and  rounded,  if  necessary),  the  numerator  of which is the
Certificate  Balance or Notional  Amount,  as  applicable,  represented  by such
Certificate  determined  as of the  Closing  Date (as stated on the face of such
Certificate) and the denominator of which is the Aggregate  Certificate  Balance
or Notional  Amount,  as applicable,  of all of the  Certificates  of such Class
determined  as of the Closing Date.  With respect to each Residual  Certificate,
the percentage interest in distributions (if any) to be made with respect to the
relevant Class, as stated on the face of such Certificate.

            "PERFORMING PARTY" has the meaning set forth in Section 8.26(b).

            "PERMITTED  TRANSFEREE"  means  any  Transferee  other  than  (i)  a
Disqualified  Organization,  or (ii) a United  States Tax Person with respect to
whom  income  from a Residual  Certificate  is  attributable  to a fixed base or
foreign permanent  establishment  within the meaning of an applicable income tax
treaty, of such Person or any other United States Tax Person.

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

            "PHASE I  ENVIRONMENTAL  REPORT"  means a report  by an  Independent
Person who regularly conducts  environmental site assessments in accordance with
then current standards imposed by institutional  commercial mortgage lenders and
who has a reasonable amount of experience conducting such assessments.

            "PLACEMENT  AGENT"  means  Morgan  Stanley  &  Co.   Incorporated,
Merrill Lynch & Co. and Lehman  Brothers Inc. or their  respective  successors
in interest.

            "PLAN" has the meaning set forth in Section 3.3(d).

            "POST CLOSING  REQUEST" has the meaning set forth in the  applicable
Primary Servicing Agreements with respect to the Principal Loans.

            "POST  DETERMINATION DATE MORTGAGE LOANS" means, with respect to any
Distribution  Date,  the  Mortgage  Loans listed on Schedules II hereto with Due
Dates  that  occur,  inclusive  of a  grace  period,  on or  after  the  related
Determination Date in the same month of the Distribution Date.

            "PRELIMINARY PROSPECTUS SUPPLEMENT" has the meaning set forth in the
Preliminary Statement hereto.

            "PREPAYMENT  INTEREST EXCESS" means for any  Distribution  Date, the
related Collection Period, and through and including two (2) Business Days prior
to the Distribution  Date, during which a full or partial  Principal  Prepayment
(including  any payment of a Balloon  Payment other than in connection  with the
foreclosure  or liquidation of a Mortgage Loan) is made on or after the Due Date
for such  Mortgage  Loan through and  including  two Business  Days prior to the
Distribution  Date,  the amount of interest  that  accrues on the amount of such
Principal  Prepayment  or  Balloon  Payment  from such Due Date to the date such
payment  was made,  plus (if made)  any  payment  by the  related  Mortgagor  of
interest  that would have  accrued to the next  succeeding  Due Date (net of the
applicable  Master  Servicing  Fee,  the  Primary  Servicing  Fees,  the  Excess
Servicing  Fees,  the  applicable  Special  Servicing Fee, the servicing fee and
trustee fee payable in connection with the One Seaport Plaza Pari Passu Loan (in
the case of the One Seaport  Plaza Pari Passu Loan) and the Trustee Fee), to the
extent collected.

            "PREPAYMENT   INTEREST   SHORTFALL"   means,  with  respect  to  any
Distribution  Date,  and  either  (a)  the  related  Collection  Period  or,  as
applicable,  (b) the period of time from the prior  Master  Servicer  Remittance
Date  through and  including  two (2) Business  Days prior to such  Distribution
Date, a shortfall in the  collection of a full month's  interest on any Mortgage
Loan, by reason of a full or partial Principal Prepayment (including any payment
of  a  Balloon  Payment  other  than  in  connection  with  the  foreclosure  or
liquidation  of a Mortgage  Loan) made during any such  period  prior to the Due
Date for such Mortgage Loan  (including  any shortfall  resulting from a payment
during the grace period relating to such Due Date). The amount of any Prepayment
Interest  Shortfall  shall  equal  the  excess  of (A) the  aggregate  amount of
interest  which would have accrued on the  Scheduled  Principal  Balance of such
Mortgage  Loan  for  the 30  days  ending  on such  Due  Date if such  Principal
Prepayment or Balloon  Payment had not been made (net of the  applicable  Master
Servicing  Fee, the Primary  Servicing  Fees,  the Excess  Servicing  Fees,  the
applicable  Special  Servicing Fee, the servicing fee and trustee fee payable in
connection  with the One  Seaport  Plaza Pari Passu Loan (in the case of the One
Seaport  Plaza  Pari Passu  Loan) and the  Trustee  Fee) over (B) the  aggregate
interest that did so accrue through the date such payment was made.

            "PREPAYMENT PREMIUM" means, with respect to any Mortgage Loan or the
San  Tomas  B Note  for  any  Distribution  Date,  the  prepayment  premiums  or
percentage  premiums,  if any, received during the related  Collection Period in
connection  with Principal  Prepayments on such Mortgage Loan or the San Tomas B
Note.

            "PRIMARY  COLLATERAL"  means the portion of the  Mortgaged  Property
securing the Repurchased Loan or Cross-Collateralized Loan, as applicable,  that
is encumbered by a first mortgage lien.

            "PRIMARY SERVICERS" means any of Summit Investment  Partners,  Inc.,
Prudential Asset Resources,  Inc.,  Principal Global  Investors,  LLC,  formerly
known as Principal Capital Management, LLC and Nationwide Life Insurance Company
and each of their respective permitted successors and assigns.

            "PRIMARY  SERVICING  AGREEMENT"  means, with respect to each Primary
Servicer,  the agreement  between such Primary  Servicer and the General  Master
Servicer,  dated as of  December  1, 2002,  under  which such  Primary  Servicer
services the Mortgage Loans set forth on the schedule attached thereto.

            "PRIMARY  SERVICING FEE" means,  for each calendar month, as to each
Mortgage  Loan,  the  applicable  Primary  Servicing Fee Rate  multiplied by the
Scheduled  Principal  Balance of such Mortgage Loan  immediately  before the Due
Date  occurring  in such month,  but  prorated for the number of days during the
calendar  month for such Mortgage Loan for which  interest  actually  accrues on
such Mortgage Loan and payable only from collections on such Mortgage Loan.

            "PRIMARY  SERVICING FEE RATE" means,  the monthly fee payable to the
applicable  Primary Servicer (or the applicable Master Servicer,  as applicable)
based on the per annum rate  specified on the Mortgage  Loan  Schedule,  as more
specifically  described, in the case of the Primary Servicers, in the applicable
Primary Servicing Agreement  (determined in the same manner (other than the rate
of accrual) as the applicable Mortgage Rate is determined for such Mortgage Loan
for such month).

            "PRINCIPAL" has the meaning  assigned in the  Preliminary  Statement
hereto.

            "PRINCIPAL  BALANCE"  means,  with respect to any Mortgage Loan, the
San  Tomas  B Note  or  any  REO  Mortgage  Loan,  for  purposes  of  performing
calculations  with respect to any  Distribution  Date, the principal  balance of
such  Mortgage  Loan,  San  Tomas  B  Note  or the  related  REO  Mortgage  Loan
outstanding  as of the Cut-Off Date after taking into account all  principal and
interest  payments  made or due prior to the  Cut-Off  Date  (assuming,  for any
Mortgage  Loan or San Tomas B Note with a Due Date in December  2002 that is not
December 1, 2002, that principal and interest  payments for such month were paid
on  December 1,  2002),  reduced (to not less than zero) by (i) any  payments or
other  collections of amounts  allocable to principal on such Mortgage Loan, the
San Tomas B Note or any related REO  Mortgage  Loan that have been  collected or
received  during any  preceding  Collection  Period,  other  than any  Scheduled
Payments due in any subsequent Collection Period, and (ii) the principal portion
of any Realized  Loss  incurred in respect of such  Mortgage Loan or related REO
Mortgage Loan during any related and preceding Collection Period.

            "PRINCIPAL BALANCE CERTIFICATES" means, collectively, the Class A-1,
Class A-2,  Class A-3,  Class A-4,  Class B, Class C, Class D, Class E, Class F,
Class G,  Class H,  Class J,  Class K,  Class L,  Class M,  Class N and  Class O
Certificates.

            "PRINCIPAL DISTRIBUTION AMOUNT" means, on any Distribution Date, the
sum of the  following  amounts:  (i)  the  principal  portion  of all  Scheduled
Payments (other than the principal  portion of Balloon Payments) and any Assumed
Scheduled  Payments,  in each case, to the extent  received or advanced,  as the
case may be, in respect of the Mortgage  Loans and any REO  Mortgage  Loans (but
not in respect of the San Tomas B Note or its successor  REO Mortgage  Loan) for
their respective Due Dates occurring during the related Collection Period;  (ii)
in the  case of the  Post  Determination  Date  Mortgage  Loans,  the  Scheduled
Payments and any Assumed Scheduled  Payments that are due, or deemed due, as the
case  may be,  for its Due  Date  occurring  during  the  month  in  which  such
Distribution  Date occurs to the extent such  amounts are  received or advanced;
(iii) all payments (including Principal Prepayments and the principal portion of
Balloon Payments but not in respect of the San Tomas B Note or its successor REO
Mortgage Loan) and any other collections  (including Liquidation Proceeds (other
than the portion thereof,  if any,  constituting  Excess Liquidation  Proceeds),
Condemnation  Proceeds,  Insurance  Proceeds,  Purchase Proceeds and REO Income)
received on or in respect of the Mortgage  Loans  during the related  Collection
Period;  and (iv) in the case of the Post Determination Date Mortgage Loans, the
payments  that are due,  or  deemed  due,  as the case may be,  for its Due Date
occurring during the month in which such  Distribution Date occurs to the extent
such amounts are received or advanced) and that were  identified  and applied by
the applicable Master Servicer as recoveries of principal thereof.

            "PRINCIPAL LOANS" means, collectively,  those Mortgage Loans sold to
the  Depositor  pursuant to Mortgage  Loan  Purchase  Agreement  IV and shown on
Schedule IV hereto.

            "PRINCIPAL PREPAYMENT" means any voluntary or involuntary payment or
collection  of  principal  on a  Mortgage  Loan or the San Tomas B Note which is
received or recovered in advance of its scheduled Due Date and applied to reduce
the Principal Balance of the Mortgage Loan or the San Tomas B Note in advance of
its scheduled Due Date,  including,  without  limitation,  all proceeds,  to the
extent  allocable to principal,  received from the payment of cash in connection
with a substitution  shortfall pursuant to Section 2.3; provided that the pledge
by a Mortgagor of Defeasance  Collateral with respect to a Defeasance Loan shall
not be deemed to be a Principal Prepayment.

            "PRINCIPAL PRIMARY SERVICER" means Principal Global Investors,  LLC,
formerly known as Principal Capital Management, LLC, solely in its capacity as a
primary servicer hereunder.

            "PRINCIPAL PRIMARY SERVICING  AGREEMENT" means the Primary Servicing
Agreement  between  the  Principal  Primary  Servicer  and  the  General  Master
Servicer.

            "PRIVATE   PLACEMENT   MEMORANDUM"   means  the  Private   Placement
Memorandum  dated December 5, 2002,  pursuant to which the Class X-1, Class X-2,
Class X-Y,  Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N and Class O Certificates will be offered for sale.

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

            "PROPERTY FILE" means the monthly report  substantially  in the form
of, and containing the information  called for, in the downloadable  form of the
"Property  File"  available as of the Closing Date on the CMSA Website,  or such
other  form  for  the  presentation  of such  information  and  containing  such
additional  information  as may from  time to time be  approved  by the CMSA for
commercial  mortgage  securities  transactions  generally  and,  insofar  as  it
requires the  presentation  of information in addition to that called for by the
form of the  "Property  File"  available  as of the  Closing  Date  on the  CMSA
Website,  is reasonably  acceptable  to the  applicable  Master  Servicer or the
applicable Special Servicer, as applicable.

            "PROSPECTUS" has the meaning set forth in the Preliminary  Statement
hereto.

            "PRUDENTIAL" has the meaning  assigned in the Preliminary  Statement
hereto.

            "PRUDENTIAL LOANS" means, collectively, those Mortgage Loans sold to
the Depositor  pursuant to the Mortgage Loan Purchase Agreement III and shown on
Schedule III hereto.

            "PTCE" has the meaning set forth in Section 3.3(d).

            "PURCHASE  PRICE" means,  with respect to (i) the  repurchase by the
applicable  Seller of a Mortgage Loan sold by such Seller pursuant to Article II
of this Agreement,  (ii) the determination of fair value of an REO Mortgage Loan
with respect to a liquidation by the  applicable  Special  Servicer  pursuant to
Section  9.15 or (iii) the  determination  of fair value of a  Mortgage  Loan in
connection  with a purchase by the Option Holder  pursuant to Section 9.36 under
the circumstances described therein, a price equal to the sum of (A) 100% of the
unpaid Principal Balance of such Mortgage Loan (or deemed Principal Balance,  in
the case of an REO Mortgage Loan),  plus (B) accrued but unpaid interest thereon
calculated  at the  Mortgage  Rate to,  but not  including,  the Due Date in the
Collection  Period  (or,  in the case of the Post  Determination  Date  Mortgage
Loans,  the Due Date  occurring  in the  month in which the  related  Collection
Period ends) in which such purchase occurs,  plus (C) the amount of any expenses
related to such Mortgage Loan and/or, if applicable, the San Tomas B Note or the
related REO Property  (including  any  Servicing  Advances and Advance  Interest
(which  have not  been  paid by the  Mortgagor  or out of Late  Fees or  default
interest paid by the related  Mortgagor on the related Mortgage Loan and/or,  if
applicable,  the San Tomas B Note)  related to such  Mortgage  Loan  and/or,  if
applicable,  the San  Tomas B Note and all  unpaid  Special  Servicing  Fees and
Liquidation  Fees paid or payable with respect to the Mortgage  Loan and/or,  if
applicable,  the San  Tomas B Note)  that are  reimbursable  or  payable  to the
applicable Master Servicer,  the applicable Special Servicer,  the Paying Agent,
the Trustee, the Fiscal Agent or, if applicable, the 2002-IQ2 Master Servicer or
the  2002-IQ2  Special  Servicer,  plus  (D) if  such  Mortgage  Loan  is  being
repurchased or substituted for by a Seller pursuant to the related Mortgage Loan
Purchase  Agreement,  all expenses  reasonably incurred or to be incurred by the
Primary  Servicer,  the  applicable  Master  Servicer,  the  applicable  Special
Servicer,  the Depositor,  the Paying Agent,  the Trustee or the Fiscal Agent in
respect of the Material  Breach or Material  Document  Defect giving rise to the
repurchase or substitution  obligation  (and that are not otherwise  included in
(C) above).

            "PURCHASE   PROCEEDS"  means  any  cash  amounts   received  by  the
applicable  Master Servicer in connection with: (i) the repurchase of a Mortgage
Loan or an REO  Mortgage  Loan by a Seller  pursuant  to Section  2.3,  (ii) the
purchase by the Option  Holder of a Mortgage  Loan  pursuant to Section  9.36 or
(iii) the purchase of the Mortgage  Loans and REO  Properties by the  Depositor,
the applicable Master Servicer,  the applicable  Special Servicer or the holders
of the Class R-I Certificates pursuant to Section 10.1(b).

            "QUALIFIED  BIDDER" means (A) as used in section  8.29(c),  a Person
qualified  to act as successor  Master  Servicer  hereunder  pursuant to Section
8.22(b)  (including  the  requirement  set forth in Section  8.22(b) that Rating
Agency  Confirmation  shall have been  obtained  from each  Rating  Agency  with
respect to such Person) and (B) as used in Section 9.31(c), any Person qualified
to act as  successor  Special  Servicer  hereunder  pursuant to Section  9.21(b)
(including  the  requirement  set forth in Section  9.21(b)  that Rating  Agency
Confirmation  shall have been  obtained  form each Rating Agency with respect to
such Person).

            "QUALIFIED  INSTITUTIONAL  BUYER"  means a  qualified  institutional
buyer qualifying pursuant to Rule 144A.

            "QUALIFIED  INSURER" means, (i) with respect to any Mortgage Loan or
the San Tomas B Note, an insurance company duly qualified as such under the laws
of the state in which the related Mortgaged Property is located, duly authorized
and licensed in such state to transact the applicable  insurance business and to
write the  insurance,  but in no event rated lower than "A" by S&P, or if not so
rated by S&P,  then S&P has  issued a Rating  Agency  Confirmation,  and "A2" by
Moody's if rated by Moody's or if not rated by Moody's,  then Moody's has issued
a Rating Agency  Confirmation,  and (ii) with respect to the Servicer Errors and
Omissions  Insurance Policy or Servicer  Fidelity Bond an insurance company that
has a claim  paying  ability no lower than "A" by S&P if rated by S&P, or if not
so rated by S&P, then S&P has issued a Rating Agency  Confirmation,  and "A2" by
Moody's if rated by Moody's or if not rated by Moody's,  then Moody's has issued
a Rating Agency Confirmation,  or (iii) in either case, a company not satisfying
clause  (i) or (ii) but with  respect to which  Rating  Agency  Confirmation  is
obtained.  "Qualified  Insurer" shall also mean any entity that satisfies all of
the criteria, other than the ratings criteria, set forth in one of the foregoing
clauses and whose  obligations under the related insurance policy are guaranteed
or backed by an entity that  satisfies  the ratings  criteria  set forth in such
clause  (construed  as if such  entity  were an  insurance  company  referred to
therein).

            "QUALIFYING  SUBSTITUTE  MORTGAGE  LOAN"  means,  in the  case  of a
Mortgage Loan substituted for a Deleted Mortgage Loan, a Mortgage Loan which, on
the  date of  substitution,  (i) has an  outstanding  principal  balance,  after
deduction of the principal  portion of the Scheduled Payment due in the month of
substitution,  not in excess of the  Principal  Balance of the Deleted  Mortgage
Loan; provided,  however, that, to the extent that the principal balance of such
Mortgage Loan is less than the Principal  Balance of the Deleted  Mortgage Loan,
then such  differential in principal  amount,  together with interest thereon at
the  Mortgage  Rate on the  related  Mortgage  Loan  from  the  date as to which
interest  was  last  paid  through  the last  day of the  month  in  which  such
substitution  occurs,  shall be paid by the party effecting such substitution to
the  applicable  Master  Servicer  for deposit into the  applicable  Certificate
Account,  and shall be  treated as a  Principal  Prepayment  hereunder;  (ii) is
accruing  interest  at a rate of  interest at least equal to that of the Deleted
Mortgage Loan;  (iii) has a remaining term to stated  maturity not greater than,
and not more than two years less than,  that of the Deleted  Mortgage Loan; (iv)
has an original Loan-to-Value Ratio not higher than that of the Deleted Mortgage
Loan and a  current  Loan-to-Value  Ratio  (equal to the  outstanding  principal
balance on the date of substitution  divided by its current Appraised Value) not
higher than the current Loan-to-Value Ratio of the Deleted Mortgage Loan and has
a current Debt Service  Coverage Ratio equal to or greater than the current Debt
Service Coverage Ratio of the Deleted Mortgage Loan; (v) will comply with all of
the  representations and warranties relating to Mortgage Loans set forth herein,
as of the date of substitution; (vi) has a Phase I Environmental Report relating
to the  related  Mortgaged  Property  in its  Mortgage  Files  and such  Phase I
Environmental  Report  does not,  in the good faith  reasonable  judgment of the
applicable  Special  Servicer,  consistent  with the  Servicing  Standard  raise
material  issues  that  have  not  been  adequately  addressed;   (vii)  has  an
engineering  report relating to the related  Mortgaged  Property in its Mortgage
Files  and such  engineering  report  does  not,  in the good  faith  reasonable
judgment of the  applicable  Special  Servicer,  consistent  with the  Servicing
Standard raise material issues that have not been adequately  addressed;  (viii)
is  secured  by  a  residential   cooperative  property  if  the  Mortgage  Loan
substituted for a Deleted Mortgage Loan is a Co-op Mortgage Loan; and (ix) as to
which the Trustee and the Paying Agent have  received an Opinion of Counsel,  at
the  related  Seller's  expense,   that  such  Mortgage  Loan  is  a  "qualified
replacement  mortgage"  within the  meaning of Section  860G(a)(4)  of the Code;
provided  that no  Mortgage  Loan may have a Maturity  Date after the date three
years prior to the Final Rated Distribution Date, and provided, further, that no
such  Mortgage  Loan shall be  substituted  for a Deleted  Mortgage  Loan unless
Rating Agency  Confirmation  is obtained,  and provided,  further,  that no such
Mortgage  Loan  shall be  substituted  for a Deleted  Mortgage  Loan  unless the
Operating Adviser shall have approved of such substitution  (provided,  however,
that such approval of the Operating  Adviser may not be unreasonably  withheld).
In the event that  either one  mortgage  loan is  substituted  for more than one
Deleted  Mortgage Loan or more than one mortgage loan is substituted  for one or
more Deleted  Mortgage  Loans,  then (A) the  Principal  Balance  referred to in
clause  (i)  above  shall be  determined  on the  basis of  aggregate  Principal
Balances  and (B) the rates  referred  to in clause (i) above and the  remaining
term to stated maturity  referred to in clause (ii) above shall be determined on
a weighted average basis;  provided,  however, that no individual interest rate,
minus the Administrative Cost Rate, shall be lower than the highest Pass-Through
Rate of any Class of Principal Balance  Certificates  then outstanding  having a
fixed rate. Whenever a Qualifying  Substitute Mortgage Loan is substituted for a
Deleted  Mortgage  Loan pursuant to this  Agreement,  the party  effecting  such
substitution shall certify that such Mortgage Loan meets all of the requirements
of this definition and shall send such  certification to the Paying Agent, which
shall deliver a copy of such certification to the Master Servicers,  the Special
Servicers,  the Trustee and the  Operating  Adviser  promptly,  and in any event
within  five  Business  Days  following  the  Paying  Agent's  receipt  of  such
certification.

            "RATING AGENCIES" means Moody's and S&P.

            "RATING  AGENCY  CONFIRMATION"  means,  with  respect to any matter,
confirmation  in writing by each  Rating  Agency  (or such  Rating  Agency as is
specified  herein)  that a  proposed  action,  failure  to act,  or other  event
specified herein will not in and of itself result in the withdrawal,  downgrade,
or  qualification,  as applicable,  of the then-current  rating assigned by such
Rating Agency to any Class of Certificates then rated by such Rating Agency.

            "REALIZED  INTEREST LOSS" means, with respect to each Mortgage Loan,
(i) in the case of a Liquidation  Realized Loss, the portion of any  Liquidation
Realized Loss that exceeds the Realized  Principal Loss on the related  Mortgage
Loan,  (ii) in the case of a Bankruptcy  Loss, the portion of such Realized Loss
attributable to accrued interest on the related Mortgage Loan, (iii) in the case
of an Expense Loss, an Expense Loss  resulting in any period from the payment of
the Special  Servicing Fee and any Expense Losses set forth in the last sentence
of the  definition  of  "Realized  Principal  Loss"  or  (iv)  in the  case of a
Modification  Loss,  a  Modification  Loss  described  in  clause  (iii)  of the
definition thereof.

            "REALIZED  LOSS" means a Liquidation  Realized  Loss, a Modification
Loss,  a Bankruptcy  Loss or an Expense  Loss with  respect to a Mortgage  Loan.
Realized Losses on a Mortgage Loan are allocated first to the Principal  Balance
of, and then to interest on such Mortgage Loan.

            "REALIZED PRINCIPAL LOSS" means, with respect to each Mortgage Loan,
(i) in the case of a  Liquidation  Realized  Loss,  the amount of such  Realized
Loss,  to the  extent  that it does not  exceed  the  Principal  Balance  of the
Mortgage Loan (or deemed Principal Balance,  in the case of REO Property),  (ii)
in the  case of a  Modification  Loss,  the  amount  of such  Modification  Loss
described  in  clause  (i) of the  definition  thereof,  (iii)  in the case of a
Bankruptcy Loss, the portion of such Realized Loss attributable to the reduction
in the Principal  Balance of the related  Mortgage Loan, and (iv) in the case of
an Expense Loss,  the portion  thereof not treated as a Realized  Interest Loss.
Notwithstanding  clause  (iv) of the  preceding  sentence,  to the  extent  that
Expense  Losses  (exclusive  of Expense  Losses  resulting  from  payment of the
Special  Servicing  Fee) exceed  amounts with respect to the Mortgage Loans that
were  identified  as allocable to  principal,  such excess shall be treated as a
Realized Interest Loss.

            "RECORD DATE" means,  for each  Distribution  Date and each Class of
Certificates,  the  close of  business  on the last  Business  Day of the  month
immediately preceding the month in which such Distribution Date occurs.

            "RECOVERIES"  means,  as  of  any  Distribution  Date,  any  amounts
recovered  with respect to a Mortgage Loan, the San Tomas B Note or REO Property
following the period in which a Final Recovery  Determination  occurs plus other
amounts defined as "Recoveries" herein.

            "REGULATION S" means Regulation S under the 1933 Act.

            "REGULATION   S   CERTIFICATE"   means   a   written   certification
substantially  in the  form set  forth in  Exhibit  F hereto  certifying  that a
beneficial owner of an interest in a Regulation S Temporary  Global  Certificate
is not a U.S. Person (as defined in Regulation S).

            "REGULATION S GLOBAL  CERTIFICATES" means the Regulation S Permanent
Global   Certificates   together   with  the   Regulation  S  Temporary   Global
Certificates.

            "REGULATION  S  PERMANENT  GLOBAL   CERTIFICATE"  means  any  single
permanent  global  Certificate,  in definitive,  fully  registered  form without
interest  coupons  received  in exchange  for a  Regulation  S Temporary  Global
Certificate.

            "REGULATION S TEMPORARY GLOBAL  CERTIFICATE"  means, with respect to
any Class of  Certificates  offered  and sold  outside of the  United  States in
reliance on Regulation S, a single temporary global Certificate,  in definitive,
fully registered form without interest coupons.

            "REHABILITATED  MORTGAGE LOAN" means any Specially Serviced Mortgage
Loan with respect to which (i) three  consecutive  Scheduled  Payments have been
made (in the case of any such Mortgage Loan or, if  applicable,  the San Tomas B
Note that was modified,  based on the modified terms), or a complete  defeasance
shall have occurred,  (ii) no other Servicing Transfer Event has occurred and is
continuing (or with respect to determining  whether a Required Appraisal Loan is
a  Rehabilitated  Mortgage  Loan for  applying  Appraisal  Reductions,  no other
Appraisal  Event has  occurred and is  continuing)  and (iii) the Trust has been
reimbursed  for all costs  incurred as a result of the occurrence of a Servicing
Transfer  Event,  such amounts have been forgiven or the Mortgagor has committed
to reimburse such costs as part of the work-out arrangement with respect to such
Servicing  Transfer  Event.  The  San  Tomas  A  Note  shall  not  constitute  a
Rehabilitated  Mortgage  Loan  unless  the San Tomas B Note would  constitute  a
Rehabilitated  Mortgage  Loan.  The San  Tomas B Note  shall  not  constitute  a
Rehabilitated  Mortgage Loan unless the San Tomas A Note also would constitute a
Rehabilitated Mortgage Loan.

            "RELEASE  DATE"  means  the date 40 days  after the later of (i) the
commencement of the offering of the Certificates and (ii) the Closing Date.

            "REMIC" means a real estate mortgage  investment  conduit within the
meaning of Section 860D of the Code.

            "REMIC I" means the  segregated  pool of  assets  consisting  of the
Mortgage Loans (other than any Excess Interest payable thereon), such amounts as
shall  from  time to time be held  in the  Certificate  Accounts,  the  Interest
Reserve  Accounts and the  Distribution  Account (other than the portion thereof
constituting  the Excess Interest  Sub-account),  the Insurance  Policies (other
than the  interests  of the holder of the San Tomas B Note  therein) and any REO
Properties  (other  than the  interests  of the  holder  of the San Tomas B Note
therein),  for which a REMIC election has been made pursuant to Section  12.1(a)
hereof.   Excess  Interest  on  the  Mortgage  Loans  and  the  Excess  Interest
Sub-account  shall constitute assets of the Trust but shall not be a part of any
REMIC Pool  formed  hereunder.  The  2002-IQ2  Mortgage  Loan and the  2002-TOP8
Mortgage Loan and any amounts  payable  thereon shall not constitute an asset of
the  Trust or any  REMIC  Pool  formed  hereunder.  The San Tomas B Note and any
amounts  payable thereon shall not constitute an asset of the Trust or any REMIC
Pool formed hereunder.

            "REMIC  I  INTERESTS"  means,  collectively,  the  REMIC  I  Regular
Interests and the Class R-I Certificates.

            "REMIC I NET MORTGAGE RATE" means,  with respect to any Distribution
Date, as to any Group PB REMIC I Regular Interest, a rate per annum equal to the
Adjusted  Mortgage Rate for the related Mortgage Loan for such Distribution Date
(based on the Mortgage  Rate thereof  (without  taking into account any increase
therein after the  Anticipated  Repayment  Date in respect of an ARD Loan or any
default  interest  rate),  as of the  Cut-Off  Date and  without  regard  to any
modification,  waiver or amendment of the terms  thereof  following  the Cut-Off
Date) less, with respect to each Specially  Designated  Co-op Mortgage Loan, the
related Class X-Y Strip Rate.

            "REMIC I REGULAR INTERESTS" means, collectively,  the uncertificated
interests  designated as "regular interests" in REMIC I, which shall consist of,
(i) with respect to each Mortgage Loan other than a Specially  Designated  Co-op
Mortgage Loan, an interest  having an initial  Certificate  Balance equal to the
Cut-Off Date Scheduled  Principal Balance of such Mortgage Loan, and which has a
Pass-Through  Rate equal to the REMIC I Net Mortgage  Rate of such Mortgage Loan
and (ii) with respect to each  Specially  Designated  Co-op  Mortgage  Loan, one
interest  having  an  initial  Certificate  Balance  equal to the  Cut-Off  Date
Scheduled  Principal  Balance of such Specially  Designated Co-op Mortgage Loan,
and which has a Pass-Through Rate equal to the REMIC I Net Mortgage Rate of such
Specially  Designated  Co-op  Mortgage  Loan and one interest  having an initial
Notional  Amount equal to the Cut-Off Date Scheduled  Principal  Balance of such
Specially  Designated  Co-op Mortgage  Loan,  and which has a Pass-Through  Rate
equal to the Class X-Y Strip Rate of such  Specially  Designated  Co-op Mortgage
Loan.

            "REMIC II" means the  segregated  pool of assets  consisting  of the
REMIC I Regular  Interests for which a REMIC  election has been made pursuant to
Section 12.1(a) hereof.

            "REMIC II  INTERESTS"  means,  collectively,  the  REMIC II  Regular
Interests and the Class R-II Certificates.

            "REMIC II REGULAR INTEREST A-1A" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having initial Certificate Balance equal to $37,200,000,  and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR INTEREST A-1B" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having initial Certificate Balance equal to $29,200,000,  and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR INTEREST A-1C" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having initial Certificate Balance equal to $14,600,000,  and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR INTEREST A-2A" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having initial Certificate Balance equal to $27,200,000,  and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR INTEREST A-2B" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having initial Certificate Balance equal to $21,300,000,  and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR INTEREST A-2C" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having initial Certificate Balance equal to $19,800,000,  and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR INTEREST A-2D" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having an initial Certificate  Balance equal to $24,500,000,  and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR INTEREST A-2E" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having an initial Certificate  Balance equal to $17,800,000,  and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR INTEREST A-2F" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having an initial Certificate  Balance equal to $14,750,000,  and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR INTEREST A-3A" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having initial Certificate Balance equal to $12,419,000,  and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR INTEREST A-3B" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having initial Certificate Balance equal to $33,100,000,  and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR INTEREST A-3C" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having initial Certificate Balance equal to $24,300,000,  and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR INTEREST A-3D" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having initial Certificate Balance equal to $20,200,000,  and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR INTEREST A-4A" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having initial Certificate Balance equal to $24,562,000,  and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR INTEREST A-4B" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having initial Certificate Balance equal to $455,400,000, and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR INTEREST A-4C" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having initial Certificate Balance equal to $2,900,000, and which has a
Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II  REGULAR  INTEREST  B" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having an initial  Certificate  Balance equal to the initial  Aggregate
Certificate  Balance of the Class B  Certificates,  and which has a Pass-Through
Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR  INTEREST C-1" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having an initial  Certificate  Balance equal to $1,789,000,  and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR  INTEREST C-2" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having an initial Certificate  Balance equal to $12,000,000,  and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR  INTEREST C-3" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having an initial Certificate  Balance equal to $10,600,000,  and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR  INTEREST C-4" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having an initial  Certificate  Balance equal to $2,900,000,  and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II  REGULAR  INTEREST  D" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having an initial  Certificate  Balance equal to the initial  Aggregate
Certificate  Balance of the Class D  Certificates,  and which has a Pass-Through
Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR  INTEREST E-1" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having an initial  Certificate  Balance equal to $4,495,000,  and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR  INTEREST E-2" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having an initial  Certificate  Balance equal to $9,150,000,  and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II  REGULAR  INTEREST  F" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having an initial  Certificate  Balance equal to the initial  Aggregate
Certificate  Balance of the Class F  Certificates,  and which has a Pass-Through
Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II  REGULAR  INTEREST  G" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having an initial  Certificate  Balance equal to the initial  Aggregate
Certificate  Balance of the Class G  Certificates,  and which has a Pass-Through
Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR  INTEREST H-1" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having an initial Certificate Balance equal to $830,000,  and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR  INTEREST H-2" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having an initial  Certificate  Balance equal to $9,350,000,  and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II  REGULAR  INTEREST  J" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having an initial  Certificate  Balance equal to the initial  Aggregate
Certificate  Balance of the Class J  Certificates,  and which has a Pass-Through
Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II  REGULAR  INTEREST  K" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having an initial  Certificate  Balance equal to the initial  Aggregate
Certificate  Balance of the Class K  Certificates,  and which has a Pass-Through
Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II  REGULAR  INTEREST  L" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having an initial  Certificate  Balance equal to the initial  Aggregate
Certificate  Balance of the Class L  Certificates,  and which has a Pass-Through
Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II  REGULAR  INTEREST  M" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having an initial  Certificate  Balance equal to the initial  Aggregate
Certificate  Balance of the Class M  Certificates,  and which has a Pass-Through
Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II  REGULAR  INTEREST  N" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having an initial  Certificate  Balance equal to the initial  Aggregate
Certificate  Balance of the Class N  Certificates,  and which has a Pass-Through
Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II  REGULAR  INTEREST  O" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest having an initial  Certificate  Balance equal to the initial  Aggregate
Certificate  Balance of the Class O  Certificates,  and which has a Pass-Through
Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR  INTEREST X-Y" means the  uncertificated  interest
designated  as a  "regular  interest"  in REMIC II,  which  shall  consist of an
interest  having an  initial  notional  amount  equal to the  initial  Class X-Y
Notional Amount, and which has a Pass-Through Rate equal to the Weighted Average
Class X-Y Strip Rate.

            "REMIC  II  REGULAR  INTERESTS"  means,  collectively,  the REMIC II
Regular Interest A-1A, REMIC II Regular Interest A-1B, REMIC II Regular Interest
A-1C,  REMIC II Regular  Interest A-2A, REMIC II Regular Interest A-2B, REMIC II
Regular Interest A-2C, REMIC II Regular Interest A-2D, REMIC II Regular Interest
A-2E,  REMIC II Regular  Interest A-2F, REMIC II Regular Interest A-3A, REMIC II
Regular Interest A-3B, REMIC II Regular Interest A-3C, REMIC II Regular Interest
A-3D,  REMIC II Regular  Interest A-4A, REMIC II Regular Interest A-4B, REMIC II
Regular  Interest A-4C,  REMIC II Regular  Interest B, REMIC II Regular Interest
C-1,  REMIC II Regular  Interest C-2,  REMIC II Regular  Interest C-3,  REMIC II
Regular  Interest C-4,  REMIC II Regular  Interest D, REMIC II Regular  Interest
E-1,  REMIC II  Regular  Interest  E-2,  REMIC II Regular  Interest  F, REMIC II
Regular  Interest G, REMIC II Regular  Interest H-1,  REMIC II Regular  Interest
H-2, REMIC II Regular  Interest J, REMIC II Regular Interest K, REMIC II Regular
Interest L, REMIC II Regular  Interest M, REMIC II Regular  Interest N, REMIC II
Regular Interest O and REMIC II Regular Interest X-Y.

            "REMIC III" means the  segregated  pool of assets  consisting of the
REMIC II Regular  Interests for which a REMIC election has been made pursuant to
Section 12.1(a) hereof.

            "REMIC  III  CERTIFICATES"  has the  meaning  set forth in the final
paragraph of the Preliminary Statement hereto.

            "REMIC III REGULAR CERTIFICATES" means, collectively,  the Class A-1
Certificates,   Class  A-2  Certificates,  Class  A-3  Certificates,  Class  A-4
Certificates,   Class  X-1  Certificates,  Class  X-2  Certificates,  Class  X-Y
Certificates,  Class B Certificates, Class C Certificates, Class D Certificates,
Class E  Certificates,  Class F  Certificates,  Class  G  Certificates,  Class H
Certificates,  Class J Certificates, Class K Certificates, Class L Certificates,
Class M Certificates, Class N Certificates and Class O Certificates.

            "REMIC  POOL"  means  each of the three  segregated  pools of assets
designated as a REMIC pursuant to Section 12.1(a) hereof.

            "REMIC  PROVISIONS"  means the  provisions of the federal income tax
law  relating to real  estate  mortgage  investment  conduits,  which  appear at
Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions,   and  final,   temporary  and  proposed   regulations  and  rulings
promulgated thereunder,  as the foregoing may be in effect from time to time and
taking  account,  as  appropriate,  of any proposed  legislation  or regulations
which,  as  proposed,  would  have an  effective  date  prior  to  enactment  or
promulgation thereof.

            "RENT LOSS POLICY"  means a policy of insurance  generally  insuring
against loss of income or rent resulting from hazards or acts of God.

            "RENTS FROM REAL PROPERTY" means,  with respect to any REO Property,
income of the character described in Section 856(d) of the Code.

            "REO  ACCOUNT"  shall have the meaning set forth in Section  9.14(a)
hereof.

            "REO  DISPOSITION"  means  the  receipt  by  the  applicable  Master
Servicer or the applicable  Special  Servicer of Liquidation  Proceeds and other
payments and  recoveries  (including  proceeds of a final sale) from the sale or
other disposition of REO Property.

            "REO INCOME"  means,  with respect to any REO  Property,  all income
received  in  connection  with such REO  Property  during  such  period less any
operating expenses,  utilities,  real estate taxes,  management fees,  insurance
premiums,  expenses for maintenance  and repairs and any other capital  expenses
directly  related to such REO Property paid during such period.  With respect to
the One Seaport  Plaza Pari Passu Loan (if the  2002-IQ2  Special  Servicer  has
foreclosed  upon the  Mortgaged  Property  secured by the One Seaport Plaza Pari
Passu  Mortgage),  the REO  Income  shall  comprise  only  such  portion  of the
foregoing that is payable to the holder of the One Seaport Plaza Pari Passu Loan
pursuant to the 2002-IQ2  Pooling and Servicing  Agreement.  With respect to the
San  Tomas A Note,  the REO  Income  shall  comprise  only such  portion  of the
foregoing  that is payable to the holder of the San Tomas A Note pursuant to the
San Tomas Intercreditor Agreement.

            "REO MORTGAGE LOAN" means a Mortgage Loan or, if applicable, the San
Tomas  Mortgage  Loan,  as to which the  related  Mortgaged  Property  is an REO
Property.

            "REO PROPERTY" means a Mortgaged  Property (or an interest  therein,
if the Mortgaged Property securing the One Seaport Plaza Pari Passu Loan and the
2002-IQ2  Mortgage Loan or the Mortgaged  Property securing the San Tomas B Note
has been  acquired  by the Trust)  acquired  by the Trust  through  foreclosure,
deed-in-lieu  of  foreclosure,  abandonment  or reclamation  from  bankruptcy in
connection  with a Defaulted  Mortgage Loan or otherwise  treated as foreclosure
property under the REMIC Provisions.

            "REO STATUS REPORT" means a report substantially in the form of, and
containing  the  information  called for in, the  downloadable  form of the "REO
Status Report" available as of the Closing Date on the CMSA Website,  or in such
other  form  for  the  presentation  of such  information  and  containing  such
additional  information  as may from  time to time be  approved  by the CMSA for
commercial  mortgage  securities  transactions  generally  and,  insofar  as  it
requires the  presentation  of information in addition to that called for by the
form of the "REO Status  Report"  available  as of the Closing  Date on the CMSA
Website,  is  reasonably  acceptable  to the  Master  Servicers  or the  Special
Servicers, as applicable.

            "REPORT  DATE" means the end of business on the third  Business  Day
before the related Distribution Date.

            "REPURCHASED  LOAN"  has the  meaning  set forth in  Section  2.3(a)
hereof.

            "REQUEST  FOR  RELEASE"  means a  request  for  release  of  certain
documents  relating to the Mortgage Loans, a form of which is attached hereto as
Exhibit C.

            "REQUIRED APPRAISAL LOAN" means any Mortgage Loan or, if applicable,
the San Tomas  Mortgage  Loan as to which an  Appraisal  Event has  occurred.  A
Mortgage  Loan or the San  Tomas  Mortgage  Loan  will  cease  to be a  Required
Appraisal Loan at such time as it is a Rehabilitated Mortgage Loan.

            "RESERVE  ACCOUNT" shall mean the Reserve Account  maintained by the
Paying Agent in accordance with the provisions of Section 5.3, which shall be an
Eligible Account.

            "RESIDUAL  CERTIFICATES"  means,  with respect to REMIC I, the Class
R-I  Certificates,  with respect to REMIC II, the Class R-II  Certificates,  and
with respect to REMIC III, the Class R-III Certificates.

            "RESPONSIBLE  OFFICER" means,  when used with respect to the initial
Trustee or the Fiscal Agent, any officer assigned to the Asset-Backed Securities
Trust Services Group, or with respect to the Paying Agent,  any officer assigned
to  the  Asset-Backed  Securities  Trust  Services  Group,  each  with  specific
responsibilities  for the matters  contemplated  by this Agreement and when used
with respect to any successor  Trustee,  Fiscal Agent or Paying Agent,  any Vice
President,  Assistant Vice  President,  corporate trust officer or any assistant
corporate  trust  officer or persons  performing  similar roles on behalf of the
Trustee, Fiscal Agent or Paying Agent.

            "RESTRICTED  SERVICER  REPORTS" means the following  reports in CMSA
format (as in effect on the date hereof or as such  formats may be  subsequently
adopted  from time to time by the CMSA) in,  and  containing  substantially  the
information  contemplated  by,  the forms  attached  hereto as part of Exhibit W
prepared by the Master Servicers and combining reports and/or data in such forms
prepared by the Special  Servicers (with respect to Specially  Serviced Mortgage
Loans and REO  Properties):  (i) a Comparative  Financial  Status  Report;  (ii)
without  duplication  with Section  8.14,  an NOI  Adjustment  Worksheet;  (iii)
without  duplication with Section 8.14, an Operating  Statement Analysis Report,
(iv) subject to Section 8.11(h),  a Servicer Watch List, (v) a Property File and
(vi) without duplication with Section 8.14, a Financial File.

            "REVERSE  SEQUENTIAL ORDER" means sequentially to the Class O, Class
N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class
D, Class C, Class B and Class A Certificates  (but pro rata among the Classes of
Class A Certificates).

            "RULE 144A" means Rule 144A under the 1933 Act.

            "RULE 144A-IAI GLOBAL  CERTIFICATE" means, with respect to any Class
of  Certificates  offered  and  sold  in  reliance  on Rule  144A or to  certain
Institutional Accredited Investors, a single,  permanent global Certificate,  in
definitive, fully registered form without interest coupons.

            "S&P" means Standard & Poor's Ratings Services,  a division of The
McGraw-Hill Companies, Inc. or its successor in interest.

            "SAN TOMAS A NOTE"  means,  with  respect to the San Tomas  Mortgage
Loan,  the  Mortgage  Note  included  in the Trust,  which is senior in right of
payment  to the San  Tomas B Note  to the  extent  set  forth  in the San  Tomas
Intercreditor Agreement.

            "SAN TOMAS B NOTE"  means,  with  respect to the San Tomas  Mortgage
Loan, the related Mortgage Note not included in the Trust, which is subordinated
in right of  payment  to the San Tomas A Note to the extent set forth in the San
Tomas Intercreditor Agreement.

            "SAN TOMAS CUSTODIAL ACCOUNT" means the custodial sub-account of the
Certificate  Account  (but  which is not  included  in the  Trust)  created  and
maintained by the Master  Servicer  pursuant to Section  5.1(c) on behalf of the
holder  of the San  Tomas B Note.  Such  sub-account  shall be  maintained  as a
sub-account of an Eligible Account.

            "SAN TOMAS  INTERCREDITOR  AGREEMENT" means, with respect to the San
Tomas  Mortgage  Loan,  the related  intercreditor  agreement by and between the
holder of the San Tomas A Note and the  holder of the San Tomas B Note  relating
to the  relative  rights of such holders of the San Tomas A Note and San Tomas B
Note, as the same may be further  amended from time to time in  accordance  with
the terms thereof.

            "SAN TOMAS  MORTGAGE  LOAN" means  Mortgage  Loan No. 7.  References
herein  to the San  Tomas  Mortgage  Loan  shall  be  construed  to refer to the
aggregate indebtedness under the San Tomas A Note and the San Tomas B Note.

            "SARBANES-OXLEY  CERTIFICATION" has the meaning set forth in Section
8.26(b).

            "SCHEDULED  PAYMENT" means each  scheduled  payment of principal of,
and/or  interest on, a Mortgage Loan or the San Tomas B Note required to be paid
on its Due Date by the  Mortgagor  in  accordance  with the terms of the related
Mortgage  Note or the San Tomas B Note  (excluding  all amounts of principal and
interest which were due on or before the Cut-Off Date,  whenever  received,  and
taking account of any modifications  thereof and the effects of any Debt Service
Reduction  Amounts  and  Deficient  Valuation   Amounts).   Notwithstanding  the
foregoing,  the amount of the Scheduled  Payment for the San Tomas A Note or the
San  Tomas  B  Note  shall  be  calculated  without  regard  to  the  San  Tomas
Intercreditor Agreement.

            "SCHEDULED  PRINCIPAL  BALANCE" means,  with respect to any Mortgage
Loan,  the San Tomas B Note or any REO Mortgage Loan, for purposes of performing
calculations  with  respect to any  Distribution  Date,  the  Principal  Balance
thereof minus the aggregate  amount of any P&I Advances of principal  previously
made  with  respect  to such  Mortgage  Loan,  the San  Tomas B Note or such REO
Mortgage Loan.

            "SELLER" means MSDWMC,  UCL,  Prudential,  Principal,  NCCB, NCBFSB,
TIAA or Nationwide, as the case may be.

            "SERVICER  ERRORS AND  OMISSIONS  INSURANCE  POLICY" or "ERRORS  AND
OMISSIONS  INSURANCE  POLICY"  means an errors and  omissions  insurance  policy
maintained by each Master  Servicer,  each Special  Servicer,  the Trustee,  the
Fiscal Agent or the Paying Agent, as the case may be, in accordance with Section
8.2, Section 9.2 and Section 7.17, respectively.

            "SERVICER  FIDELITY  BOND"  or  "FIDELITY  BOND"  means  a  bond  or
insurance  policy  under  which the  insurer  agrees to  indemnify  each  Master
Servicer,  each Special  Servicer,  the Trustee,  the Fiscal Agent or the Paying
Agent, as the case may be, (subject to standard exclusions) for all losses (less
any deductible) sustained as a result of any theft, embezzlement, fraud or other
dishonest  act on the part of a Master  Servicer's,  a Special  Servicer's,  the
Fiscal  Agent's,  the  Trustee's  or the  Paying  Agent's,  as the  case may be,
directors,  officers or employees and is  maintained in accordance  with Section
8.2, Section 9.2 and Section 7.17, respectively.

            "SERVICER  MORTGAGE  FILE"  means (i) with  respect to all  Mortgage
Loans other than the MSDWMC Loans,  copies of the mortgage  documents  listed in
the  definition  of Mortgage  File  relating to a Mortgage  Loan,  and (ii) with
respect to the MSDWMC  Loans,  copies of the  mortgage  documents  listed in the
definition  of  Mortgage  File  relating  to a Mortgage  Loan and, to the extent
required to be (and actually)  delivered to the General  Master  Servicer by the
applicable Seller pursuant to the applicable  Mortgage Loan Purchase  Agreement,
copies of the following items:  the Mortgage Note, any Mortgage,  the Assignment
of Leases and the Assignment of Mortgage, any guaranty/indemnity  agreement, any
loan agreement,  any insurance  policies or certificates  (as  applicable),  any
property  inspection  reports,  any financial  statements  on the property,  any
escrow analysis,  any tax bills, any Appraisal,  any environmental  report,  any
engineering   report,   any  asset   summary,   financial   information  on  the
Mortgagor/sponsor  and any guarantors,  any letters of credit, any intercreditor
agreement and any Environmental Insurance Policies.

            "SERVICER  WATCH LIST" means for any  Determination  Date,  a report
substantially in the form of, and containing the information  called for in, the
downloadable  form of the "Servicer Watch List" available as of the Closing Date
on the  CMSA  Website,  or in  such  other  form  for the  presentation  of such
information and containing such additional  information as may from time to time
be  approved  by  the  CMSA  for  commercial  mortgage  securities  transactions
generally  and,  insofar as it  requires  the  presentation  of  information  in
addition to that called for by the form of the "Servicer  Watch List"  available
as of the Closing Date on the CMSA  Website,  is  reasonably  acceptable  to the
Master Servicers or the Special Servicers, as applicable.

            "SERVICING  ADVANCE"  means  any  cost  or  expense  of  the  Master
Servicers,  the Special Servicers,  the Trustee or the Fiscal Agent, as the case
may be,  designated as a Servicing  Advance  pursuant to this  Agreement and any
other costs and expenses  incurred by or for such Master Servicer,  such Special
Servicer,  the Fiscal Agent or the  Trustee,  as the case may be, to protect and
preserve the security for such Mortgage Loan.

            "SERVICING  OFFICER"  means,  any  officer or employee of the Master
Servicers  involved in, or responsible for, the  administration and servicing of
the Mortgage  Loans and the San Tomas B Note whose name and  specimen  signature
appear on a list of servicing officers or employees  furnished to the Trustee by
each Master Servicer and signed by an officer of each Master  Servicer,  as such
list may from time to time be amended.

            "SERVICING  STANDARD" means the standard by which each of the Master
Servicers,  each of the Special Servicers and each of the Primary Servicers will
service and  administer the Mortgage Loans (and the San Tomas B Note) that it is
obligated to service and administer  pursuant to this Agreement on behalf of the
Trustee   and  in  the  best   interests   of  and  for  the   benefit   of  the
Certificateholders  (and in the case of the San Tomas  Mortgage Loan, the holder
of the San Tomas B Note) (as  determined by each such Master  Servicer,  Special
Servicer or Primary  Servicer,  in its good faith and reasonable  judgment),  in
accordance with applicable law, the terms of this Agreement and the terms of the
respective  Mortgage Loans (and, in the case of the San Tomas Mortgage Loan, the
San Tomas B Note and the San Tomas  Intercreditor  Agreement) and, to the extent
consistent with the foregoing, further as follows:

            (i) with the same care,  skill and  diligence as is normal and usual
      in its general mortgage servicing and REO Property  management  activities
      on behalf of third  parties or on behalf of itself,  whichever  is higher,
      with respect to mortgage loans and REO  properties  that are comparable to
      those for which it is responsible in this transaction; and

            (ii) with a view to the timely collection of all scheduled  payments
      of  principal  and interest  under the Mortgage  Loans and the San Tomas B
      Note  or,  if a  Mortgage  Loan or the San  Tomas B Note  comes  into  and
      continues in default and if, in the good faith and reasonable  judgment of
      the applicable Special Servicer, no satisfactory  arrangements can be made
      for the collection of the delinquent  payments,  the  maximization  of the
      recovery  on such  Mortgage  Loan (other than the San Tomas A Note) to the
      Certificateholders  (as a  collective  whole)  or,  in the case of the San
      Tomas  Mortgage  Loan,  the  maximization  of  recovery  on the San  Tomas
      Mortgage Loan to the  Certificateholders and the holder of the San Tomas B
      Note  (as  a  collective  whole  but  giving  due   consideration  to  the
      subordinate  nature of the San Tomas B Note) on a present value basis (the
      relevant discounting of anticipated collections that will be distributable
      to  Certificateholders to be performed at the related Net Mortgage Rate in
      the case of the  Mortgage  Loans other than the San Tomas A Note or at the
      weighted average of the Mortgage Rates of the San Tomas A Note and the San
      Tomas B Note, in the case of the San Tomas Mortgage Loan);

but without regard to (I) any relationship  that such Master  Servicer,  Special
Servicer or Primary  Servicer,  as the case may be, or any affiliate thereof may
have with the related mortgagor or any affiliate of the related mortgagor;  (II)
the ownership of any Certificate by such Master  Servicer,  Special  Servicer or
Primary Servicer,  as the case may be, or by any Affiliate  thereof;  (III) with
respect  to a  Master  Servicer,  such  Master  Servicer's  obligation  to  make
Advances;  (IV) with  respect to a Special  Servicer,  such  Special  Servicer's
obligation to direct the related Master Servicer to make Servicing Advances;  or
(V) the right of such Master Servicer,  Special Servicer or Primary Servicer (or
any  Affiliate  of any such  party) to receive  reimbursement  of costs,  or the
sufficiency  of any  compensation  payable to it,  pursuant to this Agreement or
with respect to any particular transaction.

            "SERVICING  TRANSFER  EVENT"  means  the  occurrence  of  any of the
following  events:  (i) any Mortgage  Loan or the San Tomas B Note as to which a
Balloon Payment is past due, and the applicable  Master Servicer has determined,
in its good faith reasonable judgment in accordance with the Servicing Standard,
that  payment is  unlikely to be made on or before the 90th day  succeeding  the
date the Balloon  Payment was due  (unless (i) the  Mortgagor  makes all monthly
payments that would have become due if such Mortgage Loan had not matured, based
on the amortization  term of such Mortgage Loan, (ii) the Mortgagor has received
a commitment for refinancing  that is acceptable to the Operating  Adviser prior
to the end of such 90 day period,  and (iii) such  refinancing is obtained on or
before the 150th day  succeeding  the date the Balloon  Payment was due), or any
other  payment  is more  than 60 days past due or has not been made on or before
the  second  Due Date  following  the Due Date such  payment  was due;  (ii) any
Mortgage  Loan or the San Tomas B Note as to  which,  to the  applicable  Master
Servicer's  knowledge,  the  Mortgagor  has  consented to the  appointment  of a
receiver or conservator in any insolvency or similar  proceeding of, or relating
to,  such  Mortgagor  or to all or  substantially  all of its  property,  or the
Mortgagor has become the subject of a decree or order issued under a bankruptcy,
insolvency  or  similar  law and  such  decree  or  order  shall  have  remained
undischarged,  undismissed  or  unstayed  for a  period  of 30 days;  (iii)  any
Mortgage Loan as to which the  applicable  Master  Servicer  shall have received
notice of the  foreclosure  or  proposed  foreclosure  of any other  lien on the
Mortgaged  Property;  (iv) any Mortgage Loan or the San Tomas B Note as to which
the applicable  Master Servicer has knowledge of a default (other than a failure
by the related  Mortgagor to pay principal or interest)  which in the good faith
reasonable judgment of such Master Servicer materially and adversely affects the
interests  of  the   Certificateholders  and  which  has  occurred  and  remains
unremedied  for the applicable  grace period  specified in such Mortgage Loan or
the San Tomas B Note (or, if no grace  period is  specified,  60 days);  (v) any
Mortgage  Loan or the San  Tomas B Note as to  which  the  Mortgagor  admits  in
writing its  inability to pay its debts  generally  as they become due,  files a
petition  to take  advantage  of any  applicable  insolvency  or  reorganization
statute,  makes an assignment  for the benefit of its  creditors or  voluntarily
suspends  payment  of its  obligations;  and  (vi) any  Mortgage  Loan  and,  if
applicable,  the San  Tomas B Note as to  which,  in the good  faith  reasonable
judgment of the applicable  Master Servicer,  (a) other than with respect to the
San Tomas  Mortgage  Loan,  a payment  default is imminent or is likely to occur
within 60 days and such  default,  in the judgment of such Master  Servicer,  is
reasonably  likely to  materially  and  adversely  affect the  interests  of the
Certificateholders  or (b) any other  default is  imminent or is likely to occur
within 60 days and such  default,  in the judgment of such Master  Servicer,  is
reasonably  likely to  materially  and  adversely  affect the  interests  of the
Certificateholders and (vii) with respect to the San Tomas Mortgage Loan, if the
holder of the San Tomas B Note  chooses not to cure a monetary  default  that is
permitted to be cured under the San Tomas Intercreditor  Agreement, the Business
Day following the expiration of the Cure Period (as defined below) of the holder
of the San Tomas B Note that  commences one month after such  monetary  default;
provided,  however, that (1) if the holder of the San Tomas B Note exercised its
right to cure a monetary  default and a monetary default occurs in the following
month  due to the  holder  of the San  Tomas B  Note's  failure  to  cure,  then
servicing of the San Tomas  Mortgage  Loan shall be  transferred  to the related
Special Servicer on the Business Day following the expiration of the Cure Period
(as defined in the San Tomas  Intercreditor  Agreement) of the holder of the San
Tomas B Note if the  holder of the San  Tomas B Note  does not cure the  current
monetary  default or (2) if the holder of the San Tomas B Note has exercised its
right to cure three consecutive  monetary defaults and a monetary default occurs
in the following  month,  then servicing of the San Tomas Mortgage Loan shall be
transferred to the related Special Servicer at the expiration of the Mortgagor's
grace period for the current  monetary  default.  If a Servicing  Transfer Event
occurs with respect to the San Tomas A Note, it shall be deemed to have occurred
also with respect to the San Tomas B Note. If a Servicing  Transfer Event occurs
with respect to the San Tomas B Note,  it shall be deemed to have  occurred also
with respect to the San Tomas A Note. However, if a Servicing Transfer Event has
not  occurred  with  respect to the San Tomas A Note solely due to the holder of
the  San  Tomas  B  Note   exercising  its  cure  rights  under  the  San  Tomas
Intercreditor  Agreement,  then a Servicing  Transfer  Event will not occur with
respect to the San Tomas B Note.

            "SINGLE-PURPOSE  ENTITY" means a Person,  other than an  individual,
whose  organizational  documents provide  substantially to the effect that it is
formed or  organized  solely for the purpose of owning and  collecting  payments
from  Defeasance  Collateral for the benefit of the Trust and which (i) does not
engage in any business  unrelated thereto and the financing  thereof;  (ii) does
not have any assets  other than those  related  to its  interest  in  Defeasance
Collateral;  (iii) maintains its own books,  records and accounts,  in each case
which are separate  and apart from the books,  records and accounts of any other
Person;  (iv) conducts  business in its own name and uses  separate  stationery,
invoices and checks;  (v) does not guarantee or assume the debts or  obligations
of any other  Person;  (vi) does not commingle its assets or funds with those of
any other Person;  (vii)  transacts  business with affiliates on an arm's length
basis  pursuant to written  agreements;  and (viii)  holds itself out as being a
legal entity,  separate and apart from any other Person,  and otherwise complies
with the  single-purpose  requirements  established by the Rating Agencies.  The
entity's organizational  documents also provide that any dissolution and winding
up or insolvency  filing for such entity  requires the unanimous  consent of all
partners or members,  as applicable,  and that such documents may not be amended
with respect to the Single-Purpose Entity requirements.

            "SOLE   CERTIFICATEHOLDER":    means   any   Certificateholder   (or
Certificateholders  provided  they act in  unanimity)  holding  100% of the then
outstanding Class X-1, Class X-2, Class X-Y, Class E, Class F, Class G, Class H,
Class J,  Class K,  Class L,  Class M,  Class N and Class O  Certificates  or an
assignment of the voting rights thereof; provided, however, that the Certificate
Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and
Class D Certificates have been reduced to zero.

            "SPECIAL  SERVICER"  means:  (a) with respect to any  Mortgage  Loan
(other than a Co-op  Mortgage  Loan and the San Tomas A Note),  any REO Property
acquired  by the Trust  with  respect  to a Mortgage  Loan  (other  than a Co-op
Mortgage  Loan  or the  San  Tomas  A Note)  and  any  matters  relating  to the
foregoing,  the General Special Servicer; (b) with respect to any Co-op Mortgage
Loan,  any REO Property  acquired by the Trust with respect to a Co-op  Mortgage
Loan and any matters  relating to the foregoing,  the Co-op Special Servicer and
(c) with respect to the San Tomas Mortgage  Loan,  any REO Property  acquired by
the Trust with respect to the San Tomas  Mortgage Loan and any matters  relating
to the foregoing, initially Principal Global Investors, LLC.

            "SPECIAL   SERVICER   COMPENSATION"   means,  with  respect  to  any
applicable  period,  the sum of the Special Servicing Fees, the Liquidation Fees
and  Work-Out  Fees  and any  other  amounts  to be paid to a  Special  Servicer
pursuant to the terms of this Agreement.

            "SPECIAL SERVICER  REMITTANCE DATE" means the Business Day preceding
each Determination Date.

            "SPECIAL  SERVICING FEE" means,  for each calendar month, as to each
Mortgage  Loan and the San Tomas B Note (other  than the One Seaport  Plaza Pari
Passu Loan) that is a Specially  Serviced  Mortgage Loan (including REO Mortgage
Loans),  the fraction or portion of the Special Servicing Fee Rate applicable to
such month  (determined  using the same  interest  accrual  methodology  that is
applied  with  respect to the Mortgage  Rate for such  Mortgage  Loan or the San
Tomas B Note for such month)  multiplied by the Scheduled  Principal  Balance of
such Specially  Serviced Mortgage Loan immediately before the Due Date occurring
in such month.

            "SPECIAL SERVICING FEE RATE" means 0.25% per annum.

            "SPECIAL  SERVICING  OFFICER"  means any  officer or employee of the
applicable  Special Servicer involved in, or responsible for, the administration
and servicing of the Specially  Serviced  Mortgage Loans whose name and specimen
signature appear on a list of servicing  officers or employees  furnished to the
Trustee,  the Paying Agent and the  applicable  Master  Servicer by such Special
Servicer  signed by an officer of such Special  Servicer,  as such list may from
time to time be amended.

            "SPECIALLY DESIGNATED CO-OP MORTGAGE LOAN" means, any Co-op Mortgage
Loan as to which the Adjusted Mortgage Rate is in excess of 5.55% per annum.

            "SPECIALLY  SERVICED  MORTGAGE  LOAN"  means,  as  of  any  date  of
determination, any Mortgage Loan and, if applicable, the San Tomas B Note (other
than the One Seaport Plaza Pari Passu Loan) with respect to which the applicable
Master  Servicer has notified the  applicable  Special  Servicer and the Trustee
that a Servicing  Transfer  Event has occurred  (which notice shall be effective
upon receipt) and such Special Servicer has received all information,  documents
and records  relating to such Mortgage Loan and, if applicable,  the San Tomas B
Note,  as reasonably  requested by such Special  Servicer to enable it to assume
its duties with respect to such Mortgage Loan and, if applicable,  the San Tomas
B Note.  A  Specially  Serviced  Mortgage  Loan  shall  cease to be a  Specially
Serviced  Mortgage Loan from and after the date on which the applicable  Special
Servicer  notifies  the  applicable  Master  Servicer,  the Paying Agent and the
Trustee,  in  accordance  with Section  8.1(b),  that such Mortgage Loan and, if
applicable, the San Tomas B Note, with respect to such Servicing Transfer Event,
has become a Rehabilitated  Mortgage Loan, unless and until such Master Servicer
notifies such Special Servicer,  the Paying Agent and the Trustee, in accordance
with Section 8.1(b) that another  Servicing  Transfer Event with respect to such
Mortgage Loan or, if applicable, the San Tomas B Note, exists or occurs.

            "STANDARD  HAZARD  INSURANCE  POLICY"  means  a  fire  and  casualty
extended  coverage  insurance  policy in such  amount and with such  coverage as
required by this Agreement.

            "SUB-SERVICER" has the meaning set forth in Section 8.4.

            "SUBORDINATE CERTIFICATES" means,  collectively,  the Class B, Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N and Class O Certificates.

            "SUCCESSFUL  BIDDER" has the meaning set forth in Section 8.29(d) or
Section 9.31(d), as applicable.

            "TAX MATTERS PERSON" means the Person designated as the "tax matters
person" of the  related  REMIC Pool  pursuant to  Treasury  Regulations  Section
1.860F-4(d) and Temporary Treasury Regulations Section 301.6231(a)(7)-1T.

            "TERMINATION  PRICE" has the  meaning  set forth in Section  10.1(b)
herein.

            "TIAA" has the meaning assigned in the Preliminary Statement hereto.

            "TIAA LOANS" means,  collectively,  those Mortgage Loans sold to the
Depositor  pursuant to the Mortgage  Loan  Purchase  Agreement  VII and shown on
Schedule VII hereto.

            "TITLE INSURANCE  POLICY" means a title insurance policy  maintained
with respect to a Mortgage Loan.

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

            "TRANSFEREE"  means any  Person who is  acquiring  by  Transfer  any
Ownership Interest in a Certificate.

            "TRANSFEROR"  means any  Person who is  disposing  by  Transfer  any
Ownership Interest in a Certificate.

            "TRUST"  means the trust  created  pursuant to this  Agreement,  the
assets which consist of all the assets of REMIC I (including the Mortgage Loans,
such amounts as shall from time to time be held in the Certificate Accounts, the
Distribution Account, the Insurance Policies, any REO Properties and other items
referred  to in Section  2.1(a)  hereof),  REMIC II and REMIC III and the Excess
Interest  Sub-account and any Excess  Interest on the Mortgage Loans.  The Trust
shall not include the 2002-IQ2 Mortgage Loan, the 2002-TOP8 Mortgage Loan or the
San Tomas B Note.

            "TRUSTEE" means LaSalle Bank National  Association,  as trustee,  or
its successor-in-interest,  or if any successor trustee, or any co-trustee shall
be appointed as herein  provided,  then "Trustee" shall also mean such successor
trustee (subject to Section 7.7 hereof) and such co-trustee  (subject to Section
7.9 hereof), as the case may be.

            "TRUSTEE  FEE" means for each  calendar  month,  as to each Mortgage
Loan (other than the One Seaport Plaza Pari Passu Loan)  (including REO Mortgage
Loans and Defeasance  Loans),  the portion of the Trustee Fee Rate applicable to
such month (determined using the same interest accrual  methodology  (other than
the rate of accrual)  that is applied with respect to the Mortgage Rate for such
Mortgage Loan for such month)  multiplied by the Scheduled  Principal Balance of
each such Mortgage Loan immediately before the Due Date occurring in such month,
provided  that a portion of the Trustee Fee agreed upon  between the Trustee and
the Paying Agent shall be applied to pay the Paying Agent Fee.

            "TRUSTEE  FEE RATE" means  0.0024%  per annum  (which  includes  the
Paying Agent Fee).

            "TRUSTEE  MORTGAGE FILE" means the mortgage  documents listed in the
definition of Mortgage File hereof pertaining to a particular Mortgage Loan (and
the San Tomas B Note) and any additional  documents  required to be added to the
Mortgage  File  pursuant to this  Agreement;  provided  that  whenever  the term
"Trustee  Mortgage File" is used to refer to documents  actually received by the
Trustee or a Custodian on its behalf,  such terms shall not be deemed to include
such  documents  required to be  included  therein  unless they are  actually so
received.

            "2002-IQ2  DEPOSITOR"  means  the  "depositor"  under  the  2002-IQ2
Pooling and Servicing  Agreement,  which as of the date hereof is Morgan Stanley
Dean Witter Capital I Inc.

            "2002-IQ2  FISCAL AGENT" means the "fiscal agent" under the 2002-IQ2
Pooling and  Servicing  Agreement,  which as of the date hereof is ABN AMRO Bank
N.V.

            "2002-IQ2  MASTER  SERVICER"  means the "Master  Servicer" under the
2002-IQ2  Pooling and Servicing  Agreement,  which as of the date hereof is ORIX
Capital Markets, LLC.

            "2002-IQ2  MORTGAGE LOAN" means the mortgage loan secured by the One
Seaport  Plaza Pari Passu  Mortgage  on a pari passu  basis with the One Seaport
Plaza Pari Passu Loan and the 2002-TOP8  Mortgage  Loan.  The 2002-IQ2  Mortgage
Loan is not a Mortgage Loan. The 2002-IQ2  Mortgage Loan is a "One Seaport Plaza
Pari Passu Loan," as defined under the 2002-IQ2 Pooling and Servicing Agreement.
The 2002-IQ2  Mortgage  Loan is included in a trust fund  created in  connection
with the issuance of the 2002-IQ2 Depositor's  Commercial Mortgage  Pass-Through
Certificates, Series 2002-IQ2.

            "2002-IQ2 OPERATING ADVISER" means the "operating adviser" under the
2002-IQ2  Pooling  and  Servicing  Agreement,  which  as of the date  hereof  is
Insignia Financial Services, Inc.

            "2002-IQ2  PAYING AGENT" means the "paying agent" under the 2002-IQ2
Pooling and  Servicing  Agreement,  which as of the date hereof is LaSalle  Bank
National Association.

            "2002-IQ2  POOLING AND  SERVICING  AGREEMENT"  means the pooling and
servicing  agreement  dated  as of June  1,  2002 by and  between  the  2002-IQ2
Depositor,  the 2002-IQ2 Master  Servicer,  the 2002-IQ2 Special  Servicer,  the
2002-IQ2  Paying  Agent,  the 2002-IQ2  Trustee and the 2002-IQ2  Fiscal  Agent,
pursuant  to  which  the  2002-IQ2  Depositor  issued  its  Commercial  Mortgage
Pass-Through Certificates, Series 2002-IQ2.

            "2002-IQ2 SPECIAL  SERVICER" means the "Special  Servicer" under the
2002-IQ2  Pooling and Servicing  Agreement,  which as of the date hereof is Lend
Lease Asset Management L.P.

            "2002-IQ2  TRUSTEE" means the "trustee"  under the 2002-IQ2  Pooling
and  Servicing  Agreement,  which as of the date hereof is LaSalle Bank National
Association.

            "2002-TOP8 MORTGAGE LOAN" means the mortgage loan that is secured on
a pari passu basis with the One Seaport  Plaza Pari Passu Loan and the  2002-IQ2
Mortgage Loan. The 2002-TOP8 Mortgage Loan is not a "Mortgage Loan."

            "UCC"  means the Uniform  Commercial  Code as in effect from time to
time in the State of New York.

            "UCL" has the meaning assigned in the Preliminary Statement hereto.

            "UCL LOANS" means,  collectively,  those  Mortgage Loans sold to the
Depositor  pursuant to the  Mortgage  Loan  Purchase  Agreement  II and shown on
Schedule II hereto.

            "UNDERWRITER"  means  each of Morgan  Stanley & Co.  Incorporated,
Merrill Lynch & Co. and Lehman  Brothers Inc. or their  respective  successors
in interest.

            "UNITED STATES PERSON" means (i) any natural person  resident in the
United States,  (ii) any  partnership or corporation  organized or  incorporated
under the laws of the  United  States or any state  thereof or the  District  of
Columbia,  (iii) any estate of which an  executor or  administrator  is a United
States  Person  (other  than an estate  governed  by foreign law and of which at
least one executor or administrator  is a non-United  States Person who has sole
or shared investment  discretion with respect to its assets),  (iv) any trust of
which any  trustee is a United  States  Person  (other  than a trust of which at
least  one  trustee  is a  non-United  States  Person  and has  sole  or  shared
investment discretion with respect to its assets), (v) any agency or branch of a
foreign  entity  located in the United  States,  (vi) any  non-discretionary  or
similar  account  (other  than an  estate  or  trust)  held by a dealer or other
fiduciary  for the  benefit  or  account of a United  States  Person,  (vii) any
discretionary  or  similar  account  (other  than an estate or trust)  held by a
dealer or other fiduciary organized, incorporated or (if an individual) resident
in the United States (other than such an account held for the benefit or account
of a non-United States Person),  (viii) any partnership or corporation organized
or incorporated under the laws of a foreign  jurisdiction and formed by a United
States  Person  principally  for the  purpose of  investing  in  securities  not
registered  under the 1933 Act  (unless it is  organized  or  incorporated,  and
owned, by accredited  investors within the meaning of Rule 501(A) under the 1933
Act who are not natural persons, estates or trusts); provided, however, that the
term "United States Person" shall not include (A) a branch or agency of a United
States Person that is located and operating  outside the United States for valid
business purposes as a locally regulated branch or agency engaged in the banking
or  insurance   business,   (B)  any  employee   benefit  plan  established  and
administered in accordance with the law,  customary  practices and documentation
of a  foreign  country  and (C) the  international  organizations  set  forth in
Section  902(o)(7)  of  Regulation  S under the 1933 Act and any  other  similar
international organizations, and their agencies, affiliates and pension plans.

            "UNITED STATES TAX PERSON" means any of (i) a citizen or resident of
the  United  States,  (ii)  corporation  or  partnership  (except  to the extent
provided in applicable  Treasury  Regulations)  created or organized in or under
the laws of the United  States or any state  thereof or the District of Columbia
including any entity treated as such a corporation  or  partnership  for federal
income tax purposes,  (iii) an estate the income of which is includible in gross
income for United States tax purposes,  regardless of its source or (iv) a trust
if a court within the United States is able to exercise primary supervision over
the  administration of such trust, and one or more United States Tax Persons has
the  authority  to control all  substantial  decisions  of such trust (or to the
extent  provided in  applicable  Treasury  Regulations,  a trust in existence on
August 20, 1996, which is eligible to be treated as a United States Tax Person).

            "UNPAID  INTEREST" means, on any  Distribution  Date with respect to
any Class of Interests or Certificates  (other than the Residual  Certificates),
the  portion of  Distributable  Certificate  Interest  for such Class  remaining
unpaid as of the close of business on the preceding  Distribution Date, plus one
month's interest thereon at the applicable Pass-Through Rate.

            "UNRESTRICTED  SERVICER REPORTS" means the following reports in CMSA
format (as in effect on the date hereof or as such  formats may be  subsequently
adopted  from time to time by the CMSA) in,  and  containing  substantially  the
information  contemplated  by,  the forms  attached  hereto as part of Exhibit X
prepared by the Master  Servicers  combining  reports  and/or data in such forms
prepared by the Special Servicers (with respect to Specially  Serviced Mortgaged
Loans and REO Properties):  (a) the following electronic files; (i) a Loan Setup
File (with  respect to the  initial  Distribution  Date  only);  and (ii) a Loan
Periodic  Update  File;  and  (b)  the  following  supplemental  reports:  (i) a
Delinquent  Loan Status Report,  (ii) an Historical  Loan  Modification  Report,
(iii) an Historical Liquidation Report, and (iv) an REO Status Report.

            "WEIGHTED  AVERAGE CLASS X-Y STRIP RATE" means,  with respect to any
Distribution Date, the weighted average of the Class X-Y Strip Rates for each of
the  Group  X-Y  REMIC I  Regular  Interests,  weighted  on the  basis  of their
respective  Notional  Amounts  as of the  close  of  business  on the  preceding
Distribution Date.

            "WEIGHTED  AVERAGE REMIC I NET MORTGAGE RATE" means, with respect to
any  Distribution  Date, the weighted  average of the REMIC I Net Mortgage Rates
for the  Group PB REMIC I  Regular  Interests,  weighted  on the  basis of their
respective  Certificate  Balance as of the close of  business  on the  preceding
Distribution Date.

            "WORK-OUT FEE" means a fee payable with respect to any Rehabilitated
Mortgage Loan (other than the One Seaport  Plaza Pari Passu Loan),  equal to the
product of (x) 1.0% and (y) the amount of each  collection  of  interest  (other
than default interest and Excess Interest) and principal received (including any
Condemnation  Proceeds received and applied as a collection of such interest and
principal)  on such  Mortgage  Loan or the  San  Tomas B Note  for so long as it
remains a Rehabilitated Mortgage Loan.

            "YIELD MAINTENANCE  CHARGES" means, with respect to any Distribution
Date, the aggregate of all yield  maintenance  charges,  if any, received during
the related Collection Period in connection with Principal Prepayments.

            Section 1.2 Calculations Respecting Mortgage Loans. (a) Calculations
required to be made by the Paying Agent  pursuant to this Agreement with respect
to any  Mortgage  Loan or the San Tomas B Note shall be made based upon  current
information  as to the terms of the Mortgage  Loans and the San Tomas B Note and
reports  of  payments  received  from the  applicable  Master  Servicer  on such
Mortgage  Loans and the San Tomas B Note and  payments  to be made to the Paying
Agent as supplied to the Paying Agent by such Master Servicer.  The Paying Agent
shall not be  required  to  recompute,  verify or  recalculate  the  information
supplied to it by the applicable  Master Servicer and may conclusively rely upon
such information in making such calculations. If, however, a Responsible Officer
of the Paying Agent has actual  knowledge of an error in the  calculations,  the
Paying Agent shall inform the applicable Master Servicer of such error.

            (b) Unless otherwise required by law or the applicable Mortgage Loan
or, if  applicable,  the San Tomas B Note  documents,  any  amounts  (other than
escrow and  reserve  deposits  and  reimbursements  of  Servicing  Advances  and
expenses)  received in respect of a Mortgage  Loan or the San Tomas B Note as to
which a default has occurred and is continuing shall be applied first to overdue
interest due with respect to such  Mortgage  Loan or the San Tomas B Note at the
Mortgage  Rate  thereof,  next to  current  interest  due with  respect  to such
Mortgage Loan or the San Tomas B Note at the Mortgage Rate thereof,  next to the
reduction of the Principal Balance of such Mortgage Loan or the San Tomas B Note
to zero if such Mortgage Loan or the San Tomas B Note has been  accelerated  and
in respect of any  scheduled  payments of principal  then due to the extent that
such Mortgage Loan or the San Tomas B Note has not yet been accelerated, next to
any default  interest  and other  amounts due on such  Mortgage  Loan or the San
Tomas B Note and finally to Late Fees due with respect to such  Mortgage Loan or
the San Tomas B Note.

            Section  1.3  Calculations  Respecting  Accrued  Interest.   Accrued
interest  on any  Certificate  shall be  calculated  based  upon a 360-day  year
consisting of twelve 30-day months and  Pass-Through  Rates shall be carried out
to eight decimal  places,  rounded if necessary.  All dollar amounts  calculated
hereunder shall be rounded to the nearest penny.

            Section 1.4  Interpretation.  (a) Whenever the Agreement refers to a
Distribution Date and a "related"  Collection  Period,  Interest Accrual Period,
Record Date, Due Date, Report Date, Monthly  Certificateholders  Report, Special
Servicer Remittance Date, Master Servicer Remittance Date or Determination Date,
such  reference  shall be to the Collection  Period,  Interest  Accrual  Period,
Record Date, Due Date,  Report Date,  Special Servicer  Remittance Date,  Master
Servicer  Remittance  Date or  Determination  Date, as  applicable,  immediately
preceding such  Distribution  Date.

            (b) As used herein and in any  certificate or other document made or
delivered  pursuant hereto or thereto,  accounting  terms not defined in Section
1.1 shall have the respective  meanings given to them under  generally  accepted
accounting principles or regulatory accounting  principles,  as applicable.

            (c) The  words  "hereof,"  "herein"  and  "hereunder,"  and words of
similar import, when used in this Agreement,  shall refer to this agreement as a
whole and not to any particular  provision of this Agreement,  and references to
Sections,  Schedules and Exhibits  contained in this Agreement are references to
Sections,  Schedules  and  Exhibits  in or to this  Agreement  unless  otherwise
specified.

            (d) Whenever a term is defined  herein,  the definition  ascribed to
such term shall be equally  applicable  to both the singular and plural forms of
such term and to masculine,  feminine and neuter  genders of such term.

            (e)  This  Agreement  is the  result  of  arm's-length  negotiations
between the parties and has been  reviewed by each party hereto and its counsel.
Each party agrees that any ambiguity in this Agreement  shall not be interpreted
against the party drafting the particular  clause which is in question.

            Section  1.5  ARD  Loans.  Notwithstanding  any  provision  of  this
Agreement:

            (a) For the ARD Loans,  the Excess Interest  accruing as a result of
the step-up in the Mortgage  Rate upon  failure of the related  Mortgagor to pay
the principal on the Anticipated  Repayment Date as specifically provided for in
the related  Mortgage  Note shall not be taken into  account for purposes of the
definitions of "Appraisal  Reduction,"  "Assumed Scheduled  Payment,"  "Mortgage
Rate,"   "Purchase  Price"  and  "Realized  Loss."

            (b) Excess  Interest shall  constitute an asset of the Trust but not
an asset of any REMIC Pool.

            (c) Neither a Master Servicer nor a Special  Servicer shall take any
enforcement  action with  respect to the payment of Excess  Interest  unless the
taking of such action is consistent  with the  Servicing  Standard and all other
amounts due under such Mortgage Loan have been paid,  and, in the good faith and
reasonable  judgment of such Master Servicer and such Special  Servicer,  as the
case may be, the  Liquidation  Proceeds  expected to be recovered in  connection
with  such  enforcement   action  will  cover  the  anticipated  costs  of  such
enforcement action and, if applicable, any associated interest thereon.

            (d)  Liquidation  Fees  shall  not be  deemed to be earned on Excess
Interest.

            (e) With  respect  to an ARD Loan  after its  Anticipated  Repayment
Date, the respective Master Servicer or the respective Special Servicer,  as the
case may be, shall be permitted, in its discretion,  to waive in accordance with
Section  8.18 and Section 9.5 hereof,  all or any accrued  Excess  Interest  if,
prior to the related  Maturity  Date,  the related  Mortgagor  has requested the
right to prepay the Mortgage Loan in full together with all payments required by
the Mortgage Loan in connection with such prepayment except for all or a portion
of accrued Excess Interest,  provided that the respective  Master  Servicer's or
the  respective  Special  Servicer's  determination  to waive  the right to such
accrued Excess  Interest is in accordance  with the Servicing  Standard and with
Section  8.18 and Section  9.5 hereof.  The  respective  Master  Servicer or the
respective  Special Servicer,  as the case may be, will have no liability to the
Trust, the  Certificateholders or any other person so long as such determination
is based on such criteria.

            Section 1.6 Certain  Matters with respect to the San Tomas  Mortgage
Loan.

            (a) The parties hereto  acknowledge that,  pursuant to Section 2.1.2
of the San Tomas Intercreditor  Agreement,  if the San Tomas A Note is no longer
part of the Trust Fund,  the new holder of the San Tomas A Note shall  negotiate
one or more new servicing agreements with the applicable Master Servicer (or, at
the request of the holder of the San Tomas B Note,  the Primary  Servicer of the
San Tomas Mortgage  Loan),  provided  that,  prior to entering into any such new
servicing  agreement,  the new holder of the San Tomas A Note  shall  obtain and
provide to the  holder of the San Tomas B Note  written  confirmation  from each
rating  agency then rating any  securitization  relating to the San Tomas B Note
providing  that such new servicing  agreement  will not result in the downgrade,
qualification or withdrawal of its then-current ratings of any securities issued
in such securitization;  provided, that prior to such time the applicable Master
Servicer and the related Special Servicer and the related Primary Servicer shall
continue  to  service  the San Tomas  Mortgage  Loan to the extent  provided  in
Section 2.1.3 of the San Tomas Intercreditor Agreement.

            (b) For the avoidance of doubt, and subject to subsection (a) above,
the  parties  acknowledge  that the rights and duties of each of the  applicable
Master  Servicer and the  applicable  Special  Servicer,  under Article VIII and
Article  IX and  the  obligation  of the  applicable  Master  Servicer  to  make
Advances, insofar as such rights, duties and obligations relate to the San Tomas
Mortgage  Loan  (including  both the San  Tomas A Note and the San Tomas B Note)
shall  terminate upon the earliest to occur of the following with respect to the
San Tomas Mortgage Loan: (i) any repurchase of or substitution for the San Tomas
A Note by the Seller of the San Tomas  Mortgage  Loan,  pursuant to Section 2.3,
(ii) any  purchase  of the San Tomas A Note by the owner of the San Tomas B Note
pursuant  to the terms of the San Tomas  Intercreditor  Agreement  and (iii) any
payment in full of any and all amounts due (or deemed due) under the San Tomas A
Note (or its successor REO Mortgage Loan) (including amounts to which the holder
of the  San  Tomas  A  Note  is  entitled  under  the  San  Tomas  Intercreditor
Agreement);  provided, however, that this statement shall not limit (A) the duty
of the applicable Master Servicer or the applicable  Special Servicer to deliver
or make available the reports otherwise required of it hereunder with respect to
the  Collection  Period in which  such  event  occurs  or (B) the  rights of the
applicable Master Servicer or the applicable Special Servicer that may otherwise
accrue or arise in connection with the performance of its duties  hereunder with
respect  to the San Tomas  Mortgage  Loan  prior to the date on which such event
occurs.

            (c) In  connection  with any  purchase  described  in clause (ii) of
subsection  (b) or an event  described  in clause (iii) of  subsection  (b), the
Trustee,  the applicable  Master  Servicer and the applicable  Special  Servicer
shall each  tender to (in the case of a purchase  under  such  clause  (ii)) the
related purchaser  (provided that the related purchaser shall have paid the full
amount of the applicable  purchase  price) or (in the case of such clause (iii))
to the holder of the San Tomas B Note (if then still outstanding), upon delivery
to them of a receipt  executed by such purchaser or holder,  all portions of the
Mortgage  File and other  documents  pertaining  to the San Tomas  Mortgage Loan
possessed by it, and each document that  constitutes a part of the Mortgage File
shall be endorsed or assigned to the extent  necessary  or  appropriate  to such
purchaser  or holder (or the  designee of such  purchaser or holder) in the same
manner, and pursuant to appropriate forms of assignment,  substantially  similar
to the manner and forms pursuant to which documents were previously  assigned to
the  Trustee  by  the  related  Seller,  but  in any  event,  without  recourse,
representation  or warranty;  provided  that such tender by the Trustee shall be
conditioned  upon its receipt from the applicable  Master  Servicer of a Request
for Release. The applicable Master Servicer shall, and is also hereby authorized
and  empowered  by the Trustee to,  convey to such  purchaser or such holder any
deposits then held in an Escrow Account relating to the San Tomas Mortgage Loan.
If the San  Tomas A Note and the San Tomas B Note  under the San Tomas  Mortgage
Loan are then REO Mortgage Loans,  then the applicable  Special  Servicer shall,
and is also hereby  authorized  and  empowered by the Trustee to, convey to such
purchaser  or such  holder,  in each  case,  to the  extent not needed to pay or
reimburse the applicable Master Servicer, the applicable Special Servicer or the
Trustee in accordance with this Agreement, deposits then held in the REO Account
insofar as they relate to the related REO Property.

                                   ARTICLE II

                              DECLARATION OF TRUST;

                            ISSUANCES OF CERTIFICATES

            Section 2.1  Conveyance of Mortgage  Loans.  (a) Effective as of the
Closing Date, the Depositor does hereby assign in trust to the Trustee,  without
recourse,  for the benefit of the  Certificateholders  all the right,  title and
interest of the Depositor, in, to and under (i) the Mortgage Loans identified on
the Mortgage Loan Schedule, (ii) the Depositor's rights under each Mortgage Loan
Purchase  Agreement that are permitted to be assigned to the Trustee pursuant to
Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor's rights under
the One Seaport  Plaza  Intercreditor  Agreement  and the  2002-IQ2  Pooling and
Servicing  Agreement  with respect to the One Seaport  Plaza Pari Passu Loan and
(v) all other  assets  included  or to be included in REMIC I for the benefit of
REMIC II and REMIC III.  Such  assignment  includes all  interest and  principal
received or  receivable  on or with respect to the Mortgage  Loans and due after
the Cut-Off Date.  The transfer of the Mortgage Loans and the related rights and
property  accomplished  hereby is  absolute  and is  intended  by the parties to
constitute a sale. In connection  with the initial sale of the  Certificates  by
the Depositor,  the purchase price to be paid includes a portion attributable to
interest  accruing  on the  Certificates  from and after the Cut-Off  Date.  The
transfer and  assignment of the One Seaport Plaza Pari Passu Loan to the Trustee
and the  right to  service  such  Mortgage  Loan are  subject  to the  terms and
conditions of the 2002-IQ2  Pooling and Servicing  Agreement and the One Seaport
Plaza Intercreditor Agreement.

            (b) In  connection  with  the  Depositor's  assignment  pursuant  to
Section  2.1(a) above,  the Depositor  shall direct,  and hereby  represents and
warrants that it has directed,  each Seller pursuant to the applicable  Mortgage
Loan Purchase Agreement to deliver to and deposit with, or cause to be delivered
to and deposited  with, the Trustee or a Custodian  appointed  hereunder,  on or
before the Closing  Date,  the Mortgage Note for each Mortgage Loan so assigned,
endorsed  to the  Trustee  as  specified  in  clause  (i) of the  definition  of
"Mortgage  File." Each Seller is required,  pursuant to the applicable  Mortgage
Loan  Purchase  Agreement,  to deliver to the  Trustee the  remaining  documents
constituting the Mortgage File for each Mortgage Loan within the time period set
forth  therein.  None of the Trustee,  the Fiscal Agent,  the Paying Agent,  any
Custodian,  any Master Servicer or any Special  Servicer shall be liable for any
failure by any Seller or the  Depositor  to comply  with the  document  delivery
requirements of the Mortgage Loan Purchase Agreements and this Section 2.1(b).

            (c)  The  Trustee,  at  the  expense  of  MSDWMC,  Prudential,  UCL,
Nationwide  and  TIAA  for the  MSDWMC,  Prudential,  UCL,  Nationwide  and TIAA
Mortgage Loans and the remaining Sellers,  at their own expense for the Mortgage
Loans originated by each of them respectively,  shall promptly (and in any event
within 60 days following the receipt of all recording  information  necessary to
record such document) cause to be submitted for recording or filing, as the case
may be, in the  appropriate  public  office  for real  property  records  or UCC
financing statements, as appropriate, each assignment to the Trustee referred to
in clauses (iv),  (vi)(B) and (ix)(B) of the definition of "Mortgage File." Each
such assignment shall reflect that it should be returned by the public recording
office to the Trustee  following  recording  or filing;  provided  that in those
instances where the public recording  office retains the original  Assignment of
Mortgage,  assignment  of  Assignment  of Leases or  assignment of UCC financing
statements,  the Trustee, for all Mortgage Loans other than the Principal Loans,
and the Primary  Servicers for the  Principal  Loans,  shall obtain  therefrom a
certified copy of the recorded  original and shall forward copies thereof to the
applicable Master Servicer, the applicable Special Servicer and (if forwarded by
a Primary  Servicer with respect to the Principal  Loans),  the Trustee.  If any
such document or instrument  is lost or returned  unrecorded or unfiled,  as the
case may be,  because of a defect  therein,  the Trustee for all Mortgage  Loans
other than the Principal  Loans,  and the applicable  Primary  Servicers for the
Principal  Loans,  shall  promptly  prepare or cause to be prepared a substitute
therefor or cure such  defect,  as the case may be, and  thereafter  the Trustee
shall upon  receipt  thereof  cause the same to be duly  recorded  or filed,  as
appropriate.

            The parties  acknowledge  the obligation of each Seller  pursuant to
Section 2 of the related  Mortgage  Loan  Purchase  Agreement  to deliver to the
Trustee,  on or before  the fifth  Business  Day after the  Closing  Date,  five
limited  powers of attorney  substantially  in the form attached as Exhibit C to
the Primary  Servicing  Agreements  or Exhibit 5 to the Mortgage  Loan  Purchase
Agreements  in favor of the  Trustee,  the  applicable  Master  Servicer and the
applicable Special Servicer to empower the Trustee, such Master Servicer and, in
the event of the failure or incapacity of the Trustee and such Master  Servicer,
such Special Servicer, to submit for recording, at the expense of the applicable
Seller,  any mortgage loan documents required to be recorded as described in the
preceding  paragraph and any intervening  assignments with evidence of recording
thereon  that are  required  to be included  in the  Mortgage  Files (so long as
original  counterparts  have  previously  been  delivered to the  Trustee).  The
Sellers agree to reasonably  cooperate with the Trustee,  the applicable  Master
Servicer and the applicable  Special  Servicer in connection with any additional
powers of attorney or revisions  thereto that are  requested by such parties for
purposes of such  recordation.  The Trustee and each other party  hereto  agrees
that no such power of attorney  shall be used with respect to any Mortgage  Loan
by or under authorization by any party hereto except that to the extent that the
absence of a document described in the second preceding sentence with respect to
such Mortgage Loan remains  unremedied as of the earlier of (i) the date that is
180 days following the delivery of notice of such absence to the related Seller,
but in no event earlier than 18 months from the Closing Date,  and (ii) the date
(if any) on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan.
The Trustee shall submit such documents for recording,  at the related  Seller's
expense, after the periods set forth above provided,  however, the Trustee shall
not submit such  assignments  for recording if the  applicable  Seller  produces
evidence that it has sent any such  assignment  for recording and certifies that
it is awaiting its return from the applicable recording office.

            (d) All  relevant  servicing  or loan  documents  and records in the
possession  of the  Depositor or the Sellers that relate to the servicing of any
Mortgage  Loans and that are not  required  to be a part of a  Mortgage  File in
accordance  with the  definition  thereof and are  reasonably  necessary for the
ongoing administration and/or servicing of the applicable Mortgage Loan shall be
delivered to the related Master Servicer or the related Primary  Servicer on its
behalf,  on or before the date that is 75 days  following  the Closing  Date and
shall be held by such Master Servicer or the related Primary  Servicer on behalf
of the Trustee in trust for the benefit of the Certificateholders. To the extent
delivered to the related  Master  Servicer  (for  Mortgage  Loans other than the
Principal Loans, the Prudential  Loans, the UCL Loans and the Nationwide  Loans)
and the related Primary Servicer (for the Principal Loans, the Prudential Loans,
the UCL Loans and the  Nationwide  Loans) by the related  Seller,  the  Servicer
Mortgage File will consist of (i) with respect to all Mortgage  Loans other than
the MSDWMC  Loans,  the documents  listed in the  definition of Mortgage File or
(ii) with respect to the MSDWMC Loans, the documents listed in the definition of
Mortgage File and, to the extent required to be (and actually)  delivered to the
applicable Seller pursuant to the applicable Mortgage Loan documents,  copies of
the following items:  the Mortgage Note, any Mortgage,  the Assignment of Leases
and the  Assignment  of Mortgage,  any  guaranty/indemnity  agreement,  any loan
agreement, the insurance policies or certificates (as applicable),  the property
inspection  reports,  any  financial  statements  on the  property,  any  escrow
analysis,   the  tax  bills,  the  Appraisal,   the  environmental  report,  the
engineering   report,   the  asset   summary,   financial   information  on  the
Mortgagor/sponsor  and any guarantors,  any letters of credit, any intercreditor
agreement and any  Environmental  Insurance  Policies;  provided,  however,  the
Seller  shall  not  be  required  to  deliver  any  attorney-client   privileged
communications,  internal correspondence or credit analysis.  Delivery of any of
the foregoing  documents to the applicable  Primary  Servicer (or  sub-servicer)
shall be deemed  delivery  to the  applicable  Master  Servicer  and satisfy the
Depositor's  obligations under this Section 2.1(d).  Each of the foregoing items
shall be delivered in electronic  form, to the extent such document is available
in such form and such form is  reasonably  acceptable to the  applicable  Master
Servicer.  None of any Master  Servicer,  any  Special  Servicer  or any Primary
Servicer shall have any liability for the absence of any of the foregoing  items
from the  Servicing  Mortgage File if such item was not delivered by the related
Seller.

            (e) In  connection  with  the  Depositor's  assignment  pursuant  to
Section  2.1(a)  above,  the  Depositor  shall  deliver to the  Trustee  and the
applicable  Master  Servicer  on or before  the  Closing  Date a copy of a fully
executed counterpart of each Mortgage Loan Purchase Agreement,  as in full force
and effect on the Closing Date,  which Mortgage Loan Purchase  Agreements  shall
contain the  representations  and warranties made by the Sellers with respect to
each related Mortgage Loan as of the Closing Date.

            (f) In  connection  herewith,  the Depositor has acquired the MSDWMC
Loans from MSDWMC, the UCL Loans from UCL, the Prudential Loans from Prudential,
the Principal Loans from  Principal,  the NCCB Loans from NCCB, the NCBFSB Loans
from NCBFSB,  the TIAA Loans from TIAA and the Nationwide Loans from Nationwide.
The Depositor will deliver the original  Mortgage Notes (or lost note affidavits
with copies of the related  Mortgage  Notes,  as described in the  definition of
Mortgage  File)  relating  to the  MSDWMC  Loans  to the  Trustee,  endorsed  as
otherwise  provided  herein,  to effect  the  transfer  to the  Trustee  of such
Mortgage  Notes  and all  related  deeds of  trust,  mortgages  and  other  loan
documents.  The Depositor will deliver the original Mortgage Notes (or lost note
affidavits  with copies of the  related  Mortgage  Notes,  as  described  in the
definition of Mortgage File) relating to the UCL Loans to the Trustee,  endorsed
as  otherwise  provided  herein,  to effect the  transfer to the Trustee of such
Mortgage  Notes  and all  related  deeds of  trust,  mortgages  and  other  loan
documents.  The Depositor will deliver the original Mortgage Notes (or lost note
affidavits  with copies of the  related  Mortgage  Notes,  as  described  in the
definition of Mortgage File)  relating to the  Prudential  Loans to the Trustee,
endorsed as otherwise  provided herein, to effect the transfer to the Trustee of
such  Mortgage  Notes and all related  deeds of trust,  mortgages and other loan
documents.  The Depositor will deliver the original Mortgage Notes (or lost note
affidavits  with copies of the  related  Mortgage  Notes,  as  described  in the
definition of Mortgage  File)  relating to the  Principal  Loans to the Trustee,
endorsed as otherwise  provided herein, to effect the transfer to the Trustee of
such  Mortgage  Notes and all related  deeds of trust,  mortgages and other loan
documents.  The Depositor will deliver the original Mortgage Notes (or lost note
affidavits  with copies of the  related  Mortgage  Notes,  as  described  in the
definition of Mortgage File) relating to the NCCB Loans to the Trustee, endorsed
as  otherwise  provided  herein,  to effect the  transfer to the Trustee of such
Mortgage  Notes  and all  related  deeds of  trust,  mortgages  and  other  loan
documents.  The Depositor will deliver the original Mortgage Notes (or lost note
affidavits  with copies of the  related  Mortgage  Notes,  as  described  in the
definition  of  Mortgage  File)  relating  to the NCBFSB  Loans to the  Trustee,
endorsed as otherwise  provided herein, to effect the transfer to the Trustee of
such  Mortgage  Notes and all related  deeds of trust,  mortgages and other loan
documents.  The Depositor will deliver the original Mortgage Notes (or lost note
affidavits  with copies of the  related  Mortgage  Notes,  as  described  in the
definition of Mortgage File) relating to the TIAA Loans to the Trustee, endorsed
as  otherwise  provided  herein,  to effect the  transfer to the Trustee of such
Mortgage  Notes  and all  related  deeds of  trust,  mortgages  and  other  loan
documents.  The Depositor will deliver the original Mortgage Notes (or lost note
affidavits  with copies of the  related  Mortgage  Notes,  as  described  in the
definition of Mortgage File)  relating to the  Nationwide  Loans to the Trustee,
endorsed as otherwise  provided herein, to effect the transfer to the Trustee of
such  Mortgage  Notes and all related  deeds of trust,  mortgages and other loan
documents.  To avoid the unnecessary  expense and  administrative  inconvenience
associated  with the execution and recording of multiple  assignment  documents,
MSDWMC,  UCL,  Prudential,  Principal,  NCCB,  NCBFSB,  TIAA and Nationwide,  as
applicable,  are required under the Mortgage Loan Purchase Agreements to deliver
Assignments   of  Mortgages  and   assignments  of  Assignments  of  Leases  and
assignments  of UCC  financing  statements  in blank or naming the  Trustee,  on
behalf of the Certificateholders, as assignee. Notwithstanding the fact that the
assignments  shall  be  in  blank  or  name  the  Trustee,   on  behalf  of  the
Certificateholders,  as the assignee,  the parties hereto  acknowledge and agree
that for all purposes the MSDWMC Loans shall be deemed to have been  transferred
from  MSDWMC  to the  Depositor,  the UCL  Loans  shall be  deemed  to have been
transferred  from UCL to the Depositor,  the Prudential Loans shall be deemed to
have been  transferred  from  Prudential to the Depositor,  the Principal  Loans
shall be deemed to have been  transferred  from Principal to the Depositor,  the
NCCB Loans shall be deemed to have been  transferred from NCCB to the Depositor,
the NCBFSB  Loans  shall be deemed to have been  transferred  from NCBFSB to the
Depositor,  the TIAA Loans shall be deemed to have been transferred from TIAA to
the Depositor and the Nationwide  Loans shall be deemed to have been transferred
from  Nationwide to the Depositor and all Mortgage Loans shall be deemed to have
been   transferred   from  the  Depositor  to  the  Trustee  on  behalf  of  the
Certificateholders.

            Section 2.2  Acceptance  by Trustee.  The Trustee  will hold (i) the
documents  constituting a part of the Mortgage  Files  delivered to it, (ii) the
REMIC I Regular  Interests,  (iii) the REMIC II Regular  Interests  and (iv) the
assets of the Class EI Grantor  Trust,  in each  case,  in trust for the use and
benefit of all  present  and future  Certificateholders.  To the extent that the
contents of the Mortgage File for the San Tomas A Note relate to the San Tomas B
Note,  the Trustee will also hold such Mortgage File in trust for the benefit of
the holder of the San Tomas B Note.

            On the  Closing  Date in respect of the Initial  Certification,  and
within 120 days after the  Closing  Date in respect of the Final  Certification,
the  Trustee  shall  examine the  Mortgage  Files in its  possession,  and shall
deliver to the  Depositor,  the  Sellers,  the  Master  Servicers,  the  Special
Servicers and the Operating Adviser a certification (the "Initial Certification"
and the "Final Certification",  respectively,  in the respective forms set forth
as Exhibit B-1 and Exhibit B-2 hereto), which may be in electronic format (i) in
the case of the Initial  Certification,  as to each  Mortgage Loan listed in the
Mortgage Loan Schedule, except as may be specified in the schedule of exceptions
to  Mortgage  File  delivery  attached  thereto,  to the  effect  that:  (A) all
documents  pursuant to clause (i) of the  definition of Mortgage File are in its
possession,  (B)  such  documents  have  been  reviewed  by it and have not been
materially  mutilated,  damaged,  defaced, torn or otherwise physically altered,
and such documents  relate to such Mortgage Loan, and (C) each Mortgage Note has
been endorsed as provided in clause (i) of the  definition of Mortgage File, and
(ii) in the case of the Final Certification,  as to each Mortgage Loan listed in
the  Mortgage  Loan  Schedule,  except as may be  specified  in the  schedule of
exceptions to Mortgage File delivery attached  thereto,  to the effect that: (A)
all  documents  pursuant  to clauses  (i),  (ii),  (iv),  (vi) and (viii) of the
definition of Mortgage File  required to be included in the Mortgage  File,  and
with respect to all documents  specified in the other clauses of the  definition
of Mortgage File to the extent  actually  known by a Responsible  Officer of the
Trustee to be required  pursuant to this Agreement  (assuming that, with respect
to the documents referred to in clause (xii) of the definition of Mortgage File,
an  original  letter  of  credit  in the  possession  of the  Trustee  is not so
required,  unless a Responsible  Officer of the Trustee has actual  knowledge to
the contrary),  are in its possession,  (B) such documents have been reviewed by
it and have not been materially mutilated,  damaged,  defaced, torn or otherwise
physically  altered,  and such documents relate to such Mortgage Loan, (C) based
on its  examination  and only as to the Mortgage Note and  Mortgage,  the street
address  of the  Mortgaged  Property  set forth in the  Mortgage  Loan  Schedule
respecting such Mortgage Loan accurately  reflects the information  contained in
the documents in the Mortgage File, and (D) each Mortgage Note has been endorsed
as required by the terms of this Agreement.  Notwithstanding the foregoing,  the
delivery  of an  original  or a copy of a  binder,  pro  forma  policy  or title
commitment  certified by the title company in lieu of the delivery of the actual
Title Insurance  Policy shall not be considered a Material  Document Defect with
respect to any Mortgage File. The Trustee shall deliver to the Master Servicers,
the  Special  Servicers,  the  Operating  Adviser and each Seller a copy of such
Final Certification, which may be in electronic format.

            Within 360 days after the Cut-Off Date,  the Trustee shall provide a
confirmation of receipt of recorded assignments of Mortgage (as described in the
definition of Mortgage  File,  with evidence of recording  thereon) or otherwise
provide  evidence of such  recordation to the applicable  Master  Servicer,  the
applicable  Special Servicer,  the Operating Adviser and each Seller, and if any
recorded  assignment  of Mortgage  has not been  received by the Trustee by such
time, the Trustee shall provide  information in such  confirmation on the status
of missing  assignments.  The Trustee agrees to use reasonable efforts to submit
for recording any unrecorded assignments of Mortgage that have been delivered to
it (including effecting such recordation process through or cooperating with the
applicable  Seller)  such  recordation  to be at the  expense of the  applicable
Seller;  provided,  however, that the Trustee shall not submit for recording any
such assignments if the applicable Seller produces evidence that it has sent any
such  assignment  for recording  and is awaiting its return from the  applicable
recording office. In giving the certifications required above, the Trustee shall
be under no obligation or duty to inspect, review or examine any such documents,
instruments,  securities  or  other  papers  to  determine  whether  they or the
signatures thereon are valid, legal, genuine, enforceable, in recordable form or
appropriate  for their  represented  purposes,  or that they are other than what
they  purport to be on their face,  or to determine  whether any  Mortgage  File
should include any assumption agreement,  modification agreement,  consolidation
agreement, extension agreement, Assignment of Lease, ground lease, UCC financing
statement,  guaranty,  written  assurance,   substitution  agreement,  lock  box
agreement, intercreditor agreement, management agreement or letter of credit.

            If any exceptions are noted on a schedule of exceptions  attached to
the Final  Certification,  including exceptions resulting from the fact that the
recordation and/or filing has not been completed (based solely on the absence of
receipt by the Custodian (or the Trustee) of the  particular  documents  showing
evidence of the recordation and/or filing),  then the Custodian on behalf of the
Trustee (or the Trustee) shall  continuously  update such schedule of exceptions
to  reflect  receipt  of  any  corrected  documents,   additional  documents  or
instruments or evidences of recordation and/or filing, as to each Mortgage Loan,
until  the  earliest  of the  following  dates:  (i) the date on which  all such
exceptions are  eliminated  (any such  elimination  resulting from the fact that
recordation and/or filing has been completed shall be based solely on receipt by
the Custodian or the Trustee of the particular documents showing evidence of the
recordation  and/or  filing),  (ii) the date on which all the affected  Mortgage
Loans are removed from the Trust and (iii) the second anniversary of the Closing
Date,  and shall provide such updated  schedule of  exceptions  (which may be in
electronic  format) to each of the Depositor,  each Seller (as to its respective
Mortgage Loans only),  the applicable  Master Servicer,  the applicable  Special
Servicer,  the Operating  Adviser and the Paying Agent on or about the date that
is 180 days  after the  Closing  Date and then  again  every 90 days  thereafter
(until the earliest date specified above,  except,  with respect to clause (iii)
above, the Trustee shall continue to provide such updated schedule of exceptions
annually  after such  date).  The Paying  Agent  shall  promptly  forward a copy
thereof to each  Certificateholder in the Controlling Class and shall deliver or
make available a copy thereof to other  Certificateholders  pursuant to Sections
5.4(e)  and  5.4(f).  Promptly,  and in any  event  within  two  Business  Days,
following any request therefor by the Depositor, the applicable Master Servicer,
the applicable Special Servicer or the Operating Adviser that is made later than
two years  following  the Closing Date,  the  Custodian  (or the Trustee)  shall
deliver an updated schedule of exceptions, which may be in electronic format (to
the extent the prior schedule showed  exceptions),  to the requesting Person and
the Paying Agent,  which shall make available a copy thereof pursuant to Section
5.4(e).

            The Trustee or its  authorized  agents shall retain  possession  and
custody of each  Trustee  Mortgage  File in  accordance  with and subject to the
terms and conditions set forth herein.

            Section  2.3  Sellers'  Repurchase  of Mortgage  Loans for  Material
Document Defects and Material Breaches of Representations and Warranties. (a) If
any party hereto discovers that any document or documents constituting a part of
a Mortgage File has not been  delivered as and when required (and  including the
expiration of any grace or cure period),  has not been properly executed,  or is
defective on its face or discovers or receives  notice of a breach of any of the
representations  and  warranties  relating to the Mortgage  Loans required to be
made by a Seller  regarding  the  characteristics  of the Mortgage  Loans and/or
related Mortgaged  Properties as set forth in the related Mortgage Loan Purchase
Agreements,  and in either case such defect or breach either (i)  materially and
adversely  affects  the  interests  of the  holders of the  Certificates  in the
related Mortgage Loan, or (ii) both (A) the document defect or breach materially
and  adversely  affects the value of the Mortgage Loan and (B) the Mortgage Loan
is a Specially  Serviced  Mortgage Loan or  Rehabilitated  Mortgage Loan (such a
document  defect  described  in the  preceding  clause (i) or (ii),  a "Material
Document  Defect",  and such a breach  described in the preceding  clause (i) or
(ii), a "Material  Breach") such party shall give prompt  written  notice to the
other  parties  hereto  and to each  Rating  Agency  subject to the terms of the
applicable Mortgage Loan Purchase  Agreement.  Promptly (but in any event within
three Business Days) upon becoming aware of any such Material Document Defect or
Material  Breach,  the  applicable  Master  Servicer  shall,  and the applicable
Special  Servicer may,  request that the related Seller,  not later than 90 days
from such  Seller's  receipt of the notice of such Material  Document  Defect or
Material Breach,  cure such Material  Document Defect or Material Breach, as the
case may be, in all material respects;  provided, however, that if such Material
Document Defect or Material  Breach,  as the case may be, cannot be corrected or
cured in all material  respects  within such 90-day  period,  and such  Material
Document Defect or Material Breach would not cause the Mortgage Loan to be other
than a "qualified  mortgage" (as defined in the Code) but the related  Seller is
diligently  attempting  to effect such  correction or cure, as certified by such
Seller in an  Officer's  Certificate  delivered  to the  Trustee,  then the cure
period will be extended for an additional 90 days unless,  solely in the case of
a Material  Document Defect,  (x) the Mortgage Loan is at the end of the initial
90 day period a Specially  Serviced Mortgage Loan and a Servicing Transfer Event
has occurred as a result of a monetary default or as described in clause (ii) or
clause (v) of the definition of "Servicing  Transfer Event" and (y) the Material
Document Defect was identified in a certification delivered to the Seller by the
Trustee  pursuant to Section 2.2 not less than 90 days prior to the  delivery of
the notice of such  Material  Document  Defect.  The  parties  acknowledge  that
neither  delivery  of a  certification  or schedule  of  exceptions  to a Seller
pursuant to Section 2.2 or otherwise  nor  possession of such  certification  or
schedule by the Seller shall, in and of itself, constitute delivery of notice of
any  Material  Document  Defect or  knowledge  or awareness by the Seller of any
Material Document Defect listed therein.

            Notwithstanding  anything herein to the contrary,  any breach of the
representation  and  warranty  contained  in  paragraph  40 of Exhibit 2 to each
Mortgage  Loan  Purchase  Agreement  with  respect  to any  Mortgage  Loan shall
constitute  a  Material  Breach  only  if  such  prepayment   premium  or  yield
maintenance  charge is not deemed  "customary" for commercial  mortgage loans at
the time of  origination  as  evidenced by (i) an opinion of tax counsel to such
effect  or (ii) a  determination  by the  Internal  Revenue  Service  that  such
provision is not  customary.  In addition,  if such Mortgage Loan is modified so
that it becomes a Qualified  Substitute Mortgage Loan, such breach will be cured
and the related Seller will not be obligated to repurchase such Mortgage Loan or
otherwise  remedy such  breach.  The  related  Seller is required to pay for any
expenses  incurred by the applicable  Master Servicer or the applicable  Special
Servicer in connection with such modification.

            If any such Material  Document  Defect or Material  Breach cannot be
corrected or cured in all material  respects within the above cure periods,  the
related Seller will be obligated,  not later than the last day of such permitted
cure period,  to (i) repurchase the affected  Mortgage Loan or REO Mortgage Loan
from the Trust at the applicable  Purchase Price in accordance  with the related
Mortgage  Loan  Purchase  Agreement,  or  (ii) if  within  the  two-year  period
commencing on the Closing Date, at the related Seller's option, replace, without
recourse,  such Mortgage Loan or REO Mortgage Loan with a Qualifying  Substitute
Mortgage Loan. If such Material  Document  Defect or Material Breach would cause
the  Mortgage  Loan to be other than a "qualified  mortgage"  (as defined in the
Code),  then   notwithstanding   the  previous   sentence,   the  repurchase  or
substitution  must occur within 90 days from the earlier of the date the related
Seller discovered or was notified of the breach or defect.

            As  to  any  Qualifying  Substitute  Mortgage  Loan  or  Loans,  the
applicable  Master  Servicer  shall not execute  any  instrument  effecting  the
substitution  unless the related  Seller has  delivered  to the Trustee for such
Qualifying  Substitute  Mortgage Loan or Loans, the Mortgage Note, the Mortgage,
the related  Assignment of Mortgage,  and such other documents and agreements as
are required by Section  2.1,  with the  Mortgage  Note  endorsed as required by
Section 2.1 and such Master Servicer shall be entitled to rely on statements and
certifications from the Trustee for this purpose. No substitution may be made in
any calendar month after the Determination Date for such month. Monthly payments
due with  respect  to  Qualifying  Substitute  Mortgage  Loans  in the  month of
substitution  shall  not be part  of the  Trust  and  will  be  retained  by the
applicable  Master  Servicer and remitted by such Master Servicer to the related
Seller on the next succeeding  Distribution Date. For the month of substitution,
distributions to  Certificateholders  will include the Scheduled  Payment due on
the related  Deleted  Mortgage  Loan for such month and  thereafter  the related
Seller  shall be  entitled  to retain all  amounts  received  in respect of such
Deleted Mortgage Loan.

            The  applicable  Master  Servicer shall amend or cause to be amended
the Mortgage Loan Schedule to reflect the removal of such Deleted  Mortgage Loan
and the  substitution  of the Qualifying  Substitute  Mortgage Loan or Loans and
upon such amendment such Master  Servicer shall deliver or cause to be delivered
such amended  Mortgage  Loan  Schedule to the Trustee,  the Paying Agent and the
applicable Special Servicer.  Upon such substitution,  the Qualifying Substitute
Mortgage  Loan or Loans shall be subject to the terms of this  Agreement  in all
respects. Upon receipt of the Trustee Mortgage File pertaining to any Qualifying
Substitute  Mortgage Loans,  the Trustee shall release the Trustee Mortgage File
relating to such Deleted  Mortgage Loan to the related  Seller,  and the Trustee
(and the Depositor,  if necessary) shall execute and deliver such instruments of
transfer  or  assignment  in the form  presented  to it,  in each  case  without
recourse,  representation  or warranty,  as shall be necessary to vest title (to
the extent that such title was  transferred  to the Trustee or the Depositor) in
the related Seller or its designee to any Deleted  Mortgage Loan  (including any
property  acquired in respect thereof or any insurance policy proceeds  relating
thereto) substituted for pursuant to this Section 2.3.

            If  (i) a  Mortgage  Loan  is  to  be  repurchased  or  replaced  in
connection  with a Material  Document  Defect or Material Breach as contemplated
above, (ii) such Mortgage Loan is cross-collateralized  and cross-defaulted with
one or more other  Mortgage Loans and (iii) the  applicable  document  defect or
breach does not constitute a Material Document Defect or Material Breach, as the
case may be, as to such other Mortgage Loans (without regard to this paragraph),
then the  applicable  document  defect or  breach  (as the case may be) shall be
deemed to constitute a Material  Document Defect or Material Breach (as the case
may  be) as to  each  such  other  Mortgage  Loan  for  purposes  of  the  above
provisions,  and the related  Seller shall be obligated to repurchase or replace
each such other Mortgage Loan in accordance with the provisions above unless, in
the case of such breach or document  defect,  both of the  following  conditions
would be  satisfied  if the related  Seller were to  repurchase  or replace only
those Mortgage Loans as to which a Material  Breach or Material  Document Defect
had occurred without regard to this paragraph (the "Affected Loan(s)"):  (1) the
debt service  coverage ratio for all such other  Mortgage  Loans  (excluding the
Affected  Loan(s)) for the four  calendar  quarters  immediately  preceding  the
repurchase  or  replacement  (determined  as provided in the  definition of Debt
Service  Coverage  Ratio,  except  that net cash  flow  for such  four  calendar
quarters,  rather than year-end, shall be used) is not less than 0.10x below the
lesser  of (x) the debt  service  coverage  ratio  for all such  Mortgage  Loans
(including  the  Affected  Loan(s))  set forth under the  heading  "NCF DSCR" in
Appendix II to the Final Prospectus Supplement and (y) the debt service coverage
ratio  for  all  such   Mortgage   Loans  that  are   cross-collateralized   and
cross-defaulted  with one another  (including the Affected Loan(s)) for the four
preceding calendar quarters preceding the repurchase or replacement  (determined
as provided in the definition of Debt Service  Coverage  Ratio,  except that net
cash flow for such four calendar quarters, rather than year-end, shall be used),
and (2) the Loan-to-Value Ratio for all such other Mortgage Loans (excluding the
Affected  Loan(s))  is not  greater  than 10% more than the  greater  of (x) the
loan-to-value ratio for all such Mortgage Loans (including the Affected Loan(s))
set forth  under the  heading  "Cut-Off  Date LTV" in  Appendix  II to the Final
Prospectus  Supplement  and (y) the  Loan-to-Value  Ratio for all such  Mortgage
Loans  that  are  cross-collateralized  and  cross-defaulted  with  one  another
(including the Affected  Loan(s)).  The  determination of the applicable  Master
Servicer as to whether the conditions set forth above have been satisfied  shall
be  conclusive  and  binding in the absence of manifest  error.  The  applicable
Master Servicer will be entitled to cause to be delivered, or direct the related
Seller to (in which case the related Seller shall) cause to be delivered to such
Master  Servicer:  (i) an  Appraisal  of any  or  all of the  related  Mortgaged
Properties for purposes of determining whether the condition set forth in clause
(2) above has been satisfied,  in each case at the expense of the related Seller
if the scope and cost of the  Appraisal is approved by the related  Seller (such
approval not to be  unreasonably  withheld)  and (ii) an Opinion of Counsel that
not requiring the repurchase of each such other Mortgage Loan will not result in
an Adverse REMIC Event.

            With  respect  to any  Mortgage  Loan  that is  cross-defaulted  and
cross-collateralized  with any other  Mortgage Loan conveyed  hereunder,  to the
extent that the  applicable  Seller is required to repurchase or substitute  for
such Mortgage Loan (each, a "Repurchased  Loan") in the manner  prescribed above
while  the  Trustee   continues  to  hold  any  other   Mortgage  Loan  that  is
cross-collateralized  and cross-defaulted (each, a "Cross-Collateralized  Loan")
with such Repurchased  Loan, the applicable Seller and the Depositor have agreed
in the related  Mortgage Loan Purchase  Agreement to forbear from  enforcing any
remedies  against  the  other's  Primary  Collateral  but each is  permitted  to
exercise  remedies  against  the  Primary  Collateral  securing  its  respective
Mortgage Loans,  including with respect to the Trustee,  the Primary  Collateral
securing Mortgage Loans still held by the Trustee, so long as such exercise does
not impair the ability of the other party to exercise its  remedies  against its
Primary  Collateral.  If the  exercise of remedies by one party would impair the
ability of the other party to exercise its remedies  with respect to the Primary
Collateral securing the Mortgage Loan or Mortgage Loans held by such party, then
both parties have agreed to forbear from exercising such remedies until the loan
documents evidencing and securing the relevant Mortgage Loans can be modified in
a manner that complies with the applicable  Mortgage Loan Purchase  Agreement to
remove the threat of  impairment  as a result of the exercise of  remedies.  Any
reserve  or  other  cash   collateral   or  letters  of  credit   securing   the
Cross-Collateralized  Loans shall be allocated  between such  Mortgage  Loans in
accordance  with the Mortgage Loan  documents,  or otherwise on a pro rata basis
based upon their outstanding Principal Balances. All other terms of the Mortgage
Loans shall remain in full force and effect,  without any modification  thereof.
The  Mortgagors  set  forth on  Schedule  XI  hereto  are  intended  third-party
beneficiaries  of the  provisions  set forth in this paragraph and the preceding
paragraph.  The provisions of this paragraph and the preceding paragraph may not
be modified  with respect to any Mortgage  Loan without the related  Mortgagor's
consent.

            Upon occurrence (and after any applicable cure or grace period), any
of the following document defects shall be conclusively  presumed materially and
adversely to affect the interests of  Certificateholders  in a Mortgage Loan and
be a Material  Document  Defect:  (a) the absence from the Mortgage  File of the
original signed  Mortgage Note,  unless the Mortgage File contains a signed lost
note  affidavit and indemnity and a copy of the Mortgage  Note;  (b) the absence
from the Mortgage File of the original signed Mortgage, unless there is included
in the Mortgage File (i) a copy of the Mortgage certified by the local authority
with which the  Mortgage  was  recorded or (ii) a true and  correct  copy of the
Mortgage  together  with an Officer's  Certificate;  or (c) the absence from the
Mortgage  File of the original  Title  Insurance  Policy or an original  binder,
actual title  commitment or pro forma policy or a copy thereof  certified by the
title company.  If any of the foregoing  Material Document Defects is discovered
by the  Custodian  (or the Trustee if there is no  Custodian) or any other party
hereto,  the Trustee (or as set forth in Section 2.3(a),  the applicable  Master
Servicer) will take the steps described elsewhere in this section, including the
giving of notices  to the  Rating  Agencies  and the  parties  hereto and making
demand upon the related Seller for the cure of the document defect or repurchase
or replacement of the related Mortgage Loan.

            In any month in which the  related  Seller  substitutes  one or more
Qualifying Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the
applicable  Master  Servicer  will  determine  the  amount (if any) by which the
aggregate  Principal Balance of all such Qualified  Substitute Mortgage Loans as
of the date of substitution is less than the aggregate  Principal Balance of all
such  Deleted  Mortgage  Loans  (in each case  after  application  of  scheduled
principal   portion  of  the   monthly   payments   received  in  the  month  of
substitution).  The  Depositor  shall  cause the  related  Seller to deposit the
amount of such shortage into the applicable  Certificate Account in the month of
substitution,  without any  reimbursement  thereof.  In addition,  the Depositor
shall  cause the  related  Seller to  deposit  into the  applicable  Certificate
Account, together with such shortage, if any, an amount equal to interest on the
Deleted  Mortgage  Loans at a rate equal to the sum of the  applicable  Mortgage
Rate  from the Due Date as to which  interest  was last  paid up to the Due Date
next  succeeding  such  substitution  together  with the amount of  unreimbursed
Servicing  Advances,  amounts  required  to be  paid to the  applicable  Special
Servicer but  remaining  unpaid or  unreimbursed,  and interest on  unreimbursed
Advances with respect to such Deleted  Mortgage  Loans at the Advance Rate.  The
Depositor shall cause the related Seller,  in the case of the Mortgage Loans, to
give  notice in  writing  (accompanied  by an  Officer's  Certificate  as to the
calculation  of  such  shortage)  to the  Trustee,  the  Paying  Agent  and  the
applicable Master Servicer of such event which notice shall be accompanied by an
Officers' Certificate as to the calculation of such shortfall.

            If the affected  Mortgage Loan is to be repurchased,  the applicable
Master  Servicer  shall  designate  the  applicable  Certificate  Account as the
account to which funds in the amount of the Purchase Price are to be wired.  Any
such  purchase of a Mortgage Loan shall be on a whole loan,  servicing  released
basis.

            (b) If a Seller disputes that a Material Document Defect or Material
Breach exists with respect to a Mortgage Loan or otherwise refuses (i) to effect
a correction or cure of such Material  Document Defect or Material Breach,  (ii)
to repurchase the affected Mortgage Loan from the Trust or (iii) to replace such
Mortgage Loan with a Qualifying  Substitute  Mortgage  Loan,  each in accordance
with the related  Mortgage Loan Purchase  Agreement,  then provided that (i) the
period of time  provided for the related  Seller to correct,  repurchase or cure
has  expired  and  (ii)  the  Mortgage  Loan is then  in  default  and is then a
Specially  Serviced Mortgage Loan, the applicable  Special Servicer may, subject
to the Servicing  Standard,  modify,  work-out or  foreclose,  sell or otherwise
liquidate (or permit the  liquidation  of) the Mortgage Loan pursuant to Section
9.5,  Section  9.12,  Section  9.15 and Section  9.36,  as  applicable,  of this
Agreement,  while pursuing the repurchase  claim.  Each Seller  acknowledges and
agrees that any  modification  of the Mortgage  Loan pursuant to such a work-out
shall  not  constitute  a  defense  to  any  repurchase  claim  nor  shall  such
modification  or work-out  change the Purchase Price due from the related Seller
for any repurchase  claim. The Seller shall be notified  promptly and in writing
by (i) the Trustee of any notice that it receives that an Option Holder  intends
to exercise its Option to purchase the Mortgage Loan in  accordance  with and as
described  in Section 9.36 of this  Agreement  and (ii) the  applicable  Special
Servicer of any offer that it receives to purchase the  applicable REO Property,
each in connection with such liquidation. Upon the receipt of such notice by the
Seller,  the  Seller  shall  then  have the  right,  subject  to any  repurchase
obligation  under Section 2.3 with respect to such Mortgage  Loan, to repurchase
the related  Mortgage Loan or REO Property,  as applicable,  from the Trust at a
purchase price equal to, in the case of clause (i) of the immediately  preceding
sentence,  the  Option  Purchase  Price or,  in the case of  clause  (ii) of the
immediately  preceding  sentence,  the  amount  of such  offer.  Notwithstanding
anything to the contrary  contained in this Agreement or in the related Mortgage
Loan  Purchase  Agreement,  the  right of any  Option  Holder to  purchase  such
Mortgage Loan shall be subject and subordinate to the related  Seller's right to
purchase such Mortgage Loan as described in the immediately  preceding sentence.
The  related  Seller  shall  have  five (5)  Business  Days from the date of its
receipt of a notice described in the first sentence of this clause (b) to notify
the Trustee or applicable Special Servicer,  as applicable,  of its intent to so
purchase the  Mortgage  Loan or related REO  Property.  The  applicable  Special
Servicer  shall be obligated to provide the related Seller with any appraisal or
other  third  party  reports  relating  to the  Mortgaged  Property  within  its
possession  to enable the Seller to evaluate the Mortgage  Loan or REO Property.
Any sale of the Mortgage Loan, or  foreclosure  upon such Mortgage Loan and sale
of the REO Property,  to a Person other than the related Seller shall be without
(i)  recourse of any kind (either  expressed or implied) by such Person  against
the Seller and (ii)  representation or warranty of any kind (either expressed or
implied) by the Seller to or for the benefit of such Person.

            The fact that a Material  Document  Defect or Material Breach is not
discovered  until after  foreclosure  (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim against
the related Seller for  repurchase of the REO Mortgage Loan or REO Property.  In
such an event,  the Master Servicer or Special  Servicer,  as applicable,  shall
notify the related  Seller of the discovery of the Material  Document  Defect or
Material  Breach  and the  related  Seller  shall  be  required  to  follow  the
procedures set forth in the related Mortgage Loan Purchase  Agreement to correct
or cure such  Material  Document  Defect or Material  Breach or purchase the REO
Property at the Purchase  Price.  If the related Seller fails to correct or cure
the Material  Document  Defect or Material  Breach or purchase the REO Property,
then the  provisions  above  regarding  notice  of  offers  related  to such REO
Property and the related  Seller's  right to purchase  such REO  Property  shall
apply.  If a court  of  competent  jurisdiction  issues a final  order  that the
related  Seller is or was obligated to repurchase  the related  Mortgage Loan or
REO Mortgage Loan or the related Seller otherwise accepts liability, then, after
the expiration of any applicable  appeal period,  but in no event later than the
termination  of the Trust  pursuant to Section 9.30 hereof,  the related  Seller
will be obligated  to pay to the Trust the  difference  between any  Liquidation
Proceeds  received upon such liquidation  (including those arising from any sale
to the related  Seller) and the Purchase  Price;  provided  that the  prevailing
party in such action  shall be entitled to recover all costs,  fees and expenses
(including reasonable attorneys fees) related thereto.

            In connection with any liquidation or sale of a Mortgage Loan or REO
Property as described above, the Special Servicer will not receive a Liquidation
Fee in connection  with such  liquidation or sale or any portion of the Work-out
Fee that accrues after the related Seller  receives notice of a breach or defect
until a final  determination has been made, as set forth in the prior paragraph,
as to whether the related Seller is or was obligated to repurchase  such related
Mortgage Loan or REO Property.  Upon such  determination,  the Special  Servicer
will be entitled: (i) with respect to a determination that the related Seller is
or was obligated to  repurchase,  to collect a Liquidation  Fee (other than with
respect  to  a  repurchase  of  a  Mortgage  Loan  due  to  the  breach  of  the
representation  set forth in  paragraphs  47 or 48 of Exhibit 2 to the  Mortgage
Loan Purchase  Agreement  with The Union Central Life  Insurance  Company or the
repurchase of a Mortgage Loan due to the breach of the  representation set forth
in paragraph 46 of Exhibit 2 to the Mortgage Loan Purchase  Agreement  with NCB,
FSB),  if due in accordance  with the  definition  thereof,  based upon the full
Purchase  Price of the related  Mortgage  Loan or REO  Property,  including  all
related expenses up to the date the remainder of such Purchase Price is actually
paid,  with such  Liquidation  Fee  payable by the  related  Seller or (ii) with
respect to a  determination  that the related Seller is not or was not obligated
to  repurchase  (or the  Trust  decides  that it will no  longer  pursue a claim
against the Seller for repurchase),  (A) to collect a Liquidation Fee based upon
the Liquidation Proceeds as received upon the actual sale or liquidation of such
Mortgage Loan or REO Property,  and (B) collect any accrued and unpaid  Work-out
Fee,  based on amounts that were  collected for as long as the related  Mortgage
Loan was a  Rehabilitated  Mortgage  Loan,  in each case with such amounts to be
paid  from  amounts  in the  Certificate  Account.

            (c) In  connection  with any  repurchase  of or  substitution  for a
Mortgage  Loan  contemplated  by this Section 2.3, the Trustee,  the  applicable
Master  Servicer and the  applicable  Special  Servicer shall each tender to the
related  Seller,  upon  delivery  to each of them of a receipt  executed by such
Seller, all portions of the Mortgage File and other documents pertaining to such
Mortgage Loan  possessed by it  (including,  without  limitation,  all documents
delivered  to the  Trustee  and such  Master  Servicer  pursuant  to the related
Mortgage Loan Purchase Agreement),  and each document that constitutes a part of
the  Mortgage  File shall be endorsed or  assigned  to the extent  necessary  or
appropriate  to the  related  Seller or its  designee  in the same  manner,  and
pursuant to appropriate forms of assignment, substantially similar to the manner
and forms pursuant to which documents were  previously  assigned to the Trustee,
but in any event,  without recourse,  representation or warranty;  provided that
such  tender by the  Trustee  shall be  conditioned  upon its  receipt  from the
applicable  Master  Servicer of a Request for  Release.  The  applicable  Master
Servicer  shall,  and is hereby  authorized  and  empowered  by the  Trustee to,
prepare,   execute   and   deliver   in  its  own   name,   on   behalf  of  the
Certificateholders  and  the  Trustee  or  any of  them,  the  endorsements  and
assignments  contemplated by this Section 2.3, and the Trustee shall execute and
deliver  any  powers of  attorney  necessary  to permit  the  applicable  Master
Servicer to do so. The  applicable  Master  Servicer  shall,  and is also hereby
authorized  and empowered by the Trustee to,  reconvey to the related Seller any
deposits then held in the  applicable  Escrow  Account  relating to the Mortgage
Loan being  repurchased or substituted for. Each Master Servicer shall indemnify
the Trustee for all costs,  liabilities and expenses (including attorneys' fees)
incurred by the Trustee in connection  with any negligent or intentional  misuse
of any such powers of attorney by such Master Servicer.

            (d) The Mortgage Loan Purchase  Agreements provide the sole remedies
available  to  the   Certificateholders,   or  the  Trustee  on  behalf  of  the
Certificateholders,  respecting any Material Document Defect or Material Breach.
The parties hereunder  understand that (i) MSDWMC, as Seller under Mortgage Loan
Purchase  Agreement I, will be providing the remedies with respect to the MSDWMC
Loans,  (ii) UCL, as Seller under  Mortgage Loan Purchase  Agreement II, will be
providing  the remedies  with  respect to the UCL Loans,  (iii)  Prudential,  as
Seller under Mortgage Loan Purchase  Agreement  III, will be providing  remedies
with respect to the Prudential Loans,  (iv) Principal,  as Seller under Mortgage
Loan  Purchase  Agreement IV, will be providing the remedies with respect to the
Principal Loans,  (v) NCCB, as Seller under Mortgage Loan Purchase  Agreement V,
will be  providing  remedies  with respect to the NCCB Loans,  (vi)  NCBFSB,  as
Seller under  Mortgage  Loan Purchase  Agreement IV, will be providing  remedies
with respect to the NCBFSB  Loans,  (vii) TIAA,  as Seller under  Mortgage  Loan
Purchase  Agreement  VI, will be providing the remedies with respect to the TIAA
Loans and (viii)  Nationwide,  as Seller under Mortgage Loan Purchase  Agreement
VII, will be providing the remedies with respect to the Nationwide Loans.

            Section 2.4  Representations  and Warranties.  The Depositor  hereby
represents  and warrants to the Master  Servicers,  the Special  Servicers,  the
Trustee  (in its  capacity as Trustee of the  Trust),  the Fiscal  Agent and the
Paying Agent as of the Closing Date that:

            (a) The Depositor is a corporation duly organized,  validly existing
and in good standing under the laws governing its creation and existence and has
full corporate power and authority to own its property, to carry on its business
as presently  conducted,  to enter into and perform its  obligations  under this
Agreement, and to create the trust pursuant hereto;

            (b) The execution  and delivery by the  Depositor of this  Agreement
have been duly authorized by all necessary  corporate  action on the part of the
Depositor;  neither  the  execution  and  delivery  of this  Agreement,  nor the
consummation of the transactions  herein  contemplated,  nor compliance with the
provisions hereof,  will conflict with or result in a breach of, or constitute a
default  under,  (i)  any  of the  provisions  of any  law,  governmental  rule,
regulation,   judgment,  decree  or  order  binding  on  the  Depositor  or  its
properties; (ii) the certificate of incorporation or bylaws of the Depositor; or
(iii) the terms of any  indenture or other  agreement or instrument to which the
Depositor is a party or by which it is bound;  neither the  Depositor nor any of
its  Affiliates  is a party to,  bound by, or in breach of or  violation  of any
indenture or other agreement or instrument, or subject to or in violation of any
statute,  order or  regulation  of any court,  regulatory  body,  administrative
agency or governmental  body having  jurisdiction  over it, which materially and
adversely  affects or to the best  knowledge of the  Depositor may in the future
materially and adversely  affect (i) the ability of the Depositor to perform its
obligations  under this  Agreement or (ii) the business,  operations,  financial
condition,  properties or assets of the Depositor;

            (c) The execution, delivery and performance by the Depositor of this
Agreement and the  consummation of the transactions  contemplated  hereby do not
require the consent or  approval  of, the giving of notice to, the  registration
with,  or the taking of any other  action in respect  of, any state,  federal or
other governmental authority or agency, except such as has been obtained, given,
effected or taken prior to the date  hereof;

            (d) This  Agreement  has been duly  executed  and  delivered  by the
Depositor  and,  assuming  due  authorization,  execution  and  delivery  by the
Trustee, constitutes a valid and binding obligation of the Depositor enforceable
against it in  accordance  with its terms;

            (e) There are no actions,  suits or  proceedings  pending or, to the
best of the Depositor's  knowledge,  threatened or likely to be asserted against
or  affecting  the  Depositor,  before or by any court,  administrative  agency,
arbitrator  or  governmental  body (A) with  respect to any of the  transactions
contemplated  by this Agreement or (B) with respect to any other matter which in
the judgment of the Depositor will be determined  adversely to the Depositor and
will, if determined adversely to the Depositor,  materially and adversely affect
it or its business, assets, operations or condition,  financial or otherwise, or
adversely  affect its ability to perform its  obligations  under this Agreement;
and

            (f)  Immediately  prior  to the  consummation  of  the  transactions
contemplated in this Agreement, the Depositor had good title to and was the sole
owner of each  Mortgage  Loan  free and  clear  of any and all  adverse  claims,
charges or security  interests  (including  liens  arising under the federal tax
laws or the  Employee  Retirement  Income  Security  Act of 1974,  as  amended).
Section 2.5  Conveyance  of  Interests.  Effective as of the Closing  Date,  the
Depositor does hereby  transfer,  assign,  set over,  deposit with and otherwise
convey to the Trustee,  without  recourse,  in trust,  all the right,  title and
interest  of the  Depositor  in and to (i) the  REMIC  I  Regular  Interests  in
exchange for the REMIC II Interests  and (ii) the REMIC II Regular  Interests in
exchange for the REMIC III  Certificates  and the assets of the Class EI Grantor
Trust in exchange for the Class EI Certificates.

                                  ARTICLE III

                                THE CERTIFICATES

            Section  3.1 The  Certificates.  (a) The  Certificates  shall  be in
substantially the forms set forth in Exhibits A-1 through A-24 hereto, with such
appropriate  insertions,  omissions,  substitutions  and other variations as are
required or permitted by this Agreement or as may in the reasonable  judgment of
the Trustee or the Depositor be necessary,  appropriate or convenient to comply,
or  facilitate  compliance,  with  applicable  laws,  and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any  securities  exchange
on  which  any of  the  Certificates  may be  listed,  or as  may,  consistently
herewith,  be  determined  by  the  officers  executing  such  Certificates,  as
evidenced by their execution thereof.

            The   Definitive   Certificates   shall  be  printed,   typewritten,
lithographed  or engraved or produced by any combination of these methods or may
be  produced  in any  other  manner  permitted  by the  rules of any  securities
exchange on which any of the  Certificates  may be listed,  all as determined by
the officers  executing  such  Certificates,  as  evidenced  by their  execution
thereof.

            (b) The Class A Certificates  will be issuable in  denominations  of
$25,000  initial  Certificate  Balance and in any whole dollar  denomination  in
excess thereof.  The Class X, Class B, Class C, Class D, Class E, Class F, Class
G, Class H, Class J, Class K, Class L, Class M, Class N and Class O Certificates
will be issuable in  denominations of $100,000  initial  Certificate  Balance or
initial  Notional Amount (as applicable) or in any whole dollar  denomination in
excess thereof.  The Class R-I, Class R-II and Class R-III  Certificates will be
issued in minimum  Percentage  Interests of 10% and integral multiples of 10% in
excess thereof.

            (c) Each  Certificate  shall,  on original issue, be executed by the
Certificate  Registrar and  authenticated by the  Authenticating  Agent upon the
order of the Depositor.  No  Certificate  shall be entitled to any benefit under
this  Agreement,  or be valid for any  purpose,  unless  there  appears  on such
Certificate a certificate of  authentication  substantially in the form provided
for herein,  executed by an authorized  officer of the  Authenticating  Agent by
manual  signature,   and  such  certification  upon  any  Certificate  shall  be
conclusive evidence, and the only evidence,  that such Certificate has been duly
authenticated and delivered hereunder.  All Certificates shall be dated the date
of their  authentication.  At any time and from time to time after the execution
and delivery of this  Agreement,  the Depositor may deliver  Certificates to the
Authenticating  Agent for  authentication  and the  Authenticating  Agent  shall
authenticate and deliver such Certificates as in this Agreement provided and not
otherwise.  In the event that additional Certificates need to be prepared at any
time subsequent to the Closing Date, the Depositor shall prepare, or cause to be
prepared,  deliver, or cause to be delivered,  at the Depositor's  expense,  any
such  additional  Certificates.  With  respect to the Class A, Class X, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N and Class O Certificates that are issued in book-entry form, on
the Closing Date, the Authenticating Agent upon the order of the Depositor shall
authenticate Book-Entry Certificates that are issued to a Clearing Agency or its
nominee as  provided  in Section  3.7  against  payment  of the  purchase  price
thereof.  With respect to the Class H, Class J, Class K, Class L, Class M, Class
N, Class O, Class EI and Class X-Y  Certificates  that are issued in  definitive
form,  on the  Closing  Date,  the  Authenticating  Agent  upon the order of the
Depositor  shall  authenticate  Definitive  Certificates  that are issued to the
registered holder thereof against payment of the purchase price thereof. Section
3.2 Registration. The Paying Agent shall be the initial Certificate Registrar in
respect of the Certificates  and the Certificate  Registrar shall maintain books
for the  registration  and for the transfer of  Certificates  (the  "Certificate
Register").  The Certificate Registrar may resign or be discharged or removed by
the  Paying  Agent  or  the  Certificateholders,  and a  new  successor  may  be
appointed,  in accordance  with the  procedures  and  requirements  set forth in
Sections  7.6 and 7.7 hereof  with  respect  to the  resignation,  discharge  or
removal of the Paying Agent and the appointment of a successor Paying Agent. The
Certificate  Registrar  may appoint,  by a written  instrument  delivered to the
Holders and the Trustee,  any trust  company to act as  co-registrar  under such
conditions  as the  Certificate  Registrar  may  prescribe;  provided  that  the
Certificate   Registrar   shall  not  be  relieved  of  any  of  its  duties  or
responsibilities hereunder by reason of such appointment.

            Section 3.3 Transfer and Exchange of Certificates. (a) A Certificate
may be transferred by the Holder thereof only upon presentation and surrender of
such Certificate at the Corporate Trust Office,  duly endorsed or accompanied by
a written  instrument  of transfer duly executed by such Holder or such Holder's
duly  authorized  attorney  in  such  form  as  shall  be  satisfactory  to  the
Certificate  Registrar.  Upon the transfer of any Certificate in accordance with
the preceding  sentence,  and subject to the restrictions set forth in the other
subsections of this Section 3.3, the Certificate  Registrar  shall execute,  and
the Authenticating  Agent shall authenticate and deliver to the transferee,  one
or more new Certificates of the same Class and evidencing, in the aggregate, the
same  aggregate  initial  Certificate   Balance,   initial  Notional  Amount  or
Percentage  Interest,  as the case may be, as the Certificate being transferred.
No service charge shall be made to a  Certificateholder  for any registration of
transfer of Certificates, but the Certificate Registrar may require payment of a
sum  sufficient to cover any tax or  governmental  charge that may be imposed in
connection with any  registration or transfer of  Certificates.  The Certificate
Registrar  may decline to accept any request for a  registration  of transfer of
any  Certificate  during the period  beginning  five  calendar days prior to any
Distribution Date.

            (b) A  Certificate  may be exchanged  by the Holder  thereof for any
number of new  Certificates  of the same  Class,  in  authorized  denominations,
representing  in the aggregate  the same initial  Certificate  Balance,  initial
Notional Amount or Percentage  Interest,  as the case may be, as the Certificate
surrendered, upon surrender of the Certificate to be exchanged at the offices of
the Certificate  Registrar duly endorsed or accompanied by a written  instrument
of  exchange  duly  executed  by such Holder or such  Holder's  duly  authorized
attorney  in  such  form  as  is  satisfactory  to  the  Certificate  Registrar.
Certificates   delivered   upon  any  such   exchange  will  evidence  the  same
obligations,  and will be  entitled to the same  rights and  privileges,  as the
Certificates surrendered. No service charge shall be made to a Certificateholder
for any exchange of  Certificates,  but the  Certificate  Registrar  may require
payment of a sum sufficient to cover any tax or governmental  charge that may be
imposed  in  connection  with  any  exchange  of   Certificates.   Whenever  any
Certificates  are so surrendered for exchange,  the Certificate  Registrar shall
execute and the Authenticating  Agent shall  authenticate,  date and deliver the
Certificates  which the  Certificateholder  making the  exchange  is entitled to
receive.

            (c)  No  transfer,   sale,   pledge  or  other  disposition  of  any
Non-Registered  Certificate  or  interest  therein  shall  be made  unless  such
transfer,  sale,  pledge or other  disposition  is exempt from the  registration
and/or qualification requirements of the Securities Act and any applicable state
securities  laws, or is otherwise made in accordance with the Securities Act and
such state securities laws. If a transfer of any Non-Registered Certificate held
as a  Definitive  Certificate  is to be  made  without  registration  under  the
Securities Act (other than in connection with a transfer of such  Non-Registered
Certificate  by the Depositor or one of its  Affiliates),  then the  Certificate
Registrar  shall refuse to register such  transfer  unless it receives (and upon
receipt,  may  conclusively  rely  upon)  either:  (i) a  certificate  from  the
Certificateholder  desiring to effect such  transfer  substantially  in the form
attached as Exhibit D-1 hereto and a certificate  from such  Certificateholder's
prospective Transferee substantially in the form attached either as Exhibit D-2A
hereto or as Exhibit D-2B hereto; or (ii) an Opinion of Counsel  satisfactory to
the Certificate Registrar to the effect that such transfer shall be made without
registration   under   the   Securities   Act,   together   with   the   written
certification(s)   as  to  the  facts   surrounding   such   transfer  from  the
Certificateholder    desiring    to   effect   such    transfer    and/or   such
Certificateholder's  prospective  Transferee on which such Opinion of Counsel is
based  (such  Opinion of Counsel  shall not be an expense of the Trust or of the
Depositor,  any Master  Servicer,  any Special  Servicer,  the Paying Agent, the
Trustee or the Certificate Registrar in their respective capacities as such). If
a transfer of any interest in a  Non-Registered  Certificate  that constitutes a
Book-Entry  Certificate is to be made without  registration under the Securities
Act (other than in connection with the initial issuance of the Certificates or a
transfer of any interest in such Non-Registered  Certificate by the Depositor or
any of its  Affiliates),  then the  Certificate  Owner  desiring  to effect such
transfer  shall be  required  to  obtain  either  (i) a  certificate  from  such
Certificate Owner's prospective Transferee substantially in the form attached as
Exhibit D-3A hereto or as Exhibit D-3B hereto,  or (ii) an Opinion of Counsel to
the  effect  that  such  transfer  may be made  without  registration  under the
Securities Act. None of the Depositor,  the Fiscal Agent,  the Paying Agent, the
Trustee,  the  Master  Servicers,  the  Special  Servicers  or  the  Certificate
Registrar  is  obligated  to  register  or qualify  any Class of  Non-Registered
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under this Agreement to permit the transfer of any
Certificate.  Any  Certificateholder  or Certificate  Owner desiring to effect a
transfer of  Non-Registered  Certificates or interests  therein shall,  and does
hereby agree to, indemnify the Depositor,  each  Underwriter,  the Trustee,  the
Fiscal Agent, each Master Servicer,  each Special Servicer, the Paying Agent and
the Certificate  Registrar against any liability that may result if the transfer
is not  exempt  from  such  registration  or  qualification  or is not  made  in
accordance with such federal and state laws.

            (d) No transfer of a  Non-Investment  Grade  Certificate or Residual
Certificate  or any interest  therein shall be made (A) to any employee  benefit
plan or other retirement  arrangement,  including individual retirement accounts
and annuities, Keogh plans and collective investment funds and separate accounts
in which such plans, accounts or arrangements are invested,  including,  without
limitation,  insurance  company  general  accounts,  that is subject to ERISA or
Section  4975  of the  Code  or any  applicable  federal,  state  or  local  law
materially  similar to the foregoing  provisions  of ERISA or the Code (each,  a
"Plan"),  (B) in book-entry form to an Institutional  Accredited Investor who is
not also a Qualified Institutional Buyer or (C) to any Person who is directly or
indirectly  purchasing  such  Certificate  or interest  therein on behalf of, as
named fiduciary of, as trustee of, or with "plan assets" of a Plan,  unless: (i)
in the case of a Non-Investment  Grade Certificate that constitutes a Book-Entry
Certificate and is being sold to a Qualified  Institutional  Buyer, the purchase
and holding of such Certificate or interest therein  qualifies for the exemptive
relief available under Sections I and III of U.S. Department of Labor Prohibited
Transaction  Class  Exemption   ("PTCE")  95-60;  or  (ii)  in  the  case  of  a
Non-Investment  Grade  Certificate  held  as  a  Definitive   Certificate,   the
prospective  Transferee provides the Certificate  Registrar with a certification
of facts and an Opinion of Counsel which  establish to the  satisfaction  of the
Certificate  Registrar  that such  transfer  will not  constitute or result in a
non-exempt prohibited  transaction under Section 406 of ERISA or Section 4975 of
the Code or subject the  Depositor,  the Trustee,  the Fiscal Agent,  the Paying
Agent, the Master Servicers,  the Special Servicers or the Certificate Registrar
to any obligation in addition to those undertaken in this Agreement. Each Person
who acquires any  Non-Investment  Grade  Certificate or Residual  Certificate or
interest  therein  (unless it shall have acquired such  Certificate  or interest
therein  from  the  Depositor  or an  Affiliate  thereof  or,  in the  case of a
Non-Investment  Grade  Certificate,  unless  it  shall  have  delivered  to  the
Certificate Registrar the certification of facts and Opinion of Counsel referred
to in clause (ii) of the preceding sentence) shall be required to deliver to the
Certificate  Registrar (or, in the case of an interest in a Non-Investment Grade
Certificate that constitutes a Book-Entry Certificate,  to the Certificate Owner
that is transferring  such interest) a certification  to the effect that: (i) it
is neither a Plan nor any Person who is directly or indirectly  purchasing  such
Certificate or interest  therein on behalf of, as named fiduciary of, as trustee
of, or with  "plan  assets" of a Plan;  or (ii) in the case of a  Non-Investment
Grade Certificate, that the purchase and holding of such Certificate or interest
therein by such  person  qualifies  for the  exemptive  relief  available  under
Sections  I and III of PTCE  95-60 or  another  exemption  from the  "prohibited
transactions"  rules under ERISA by the U.S. Department of Labor. No transfer of
a  Residual  Certificate  will be made to any  Person  that  does  not  make the
representation in clause (i) of the preceding sentence.

            (e) Each Person who has or who acquires any Ownership  Interest in a
Residual  Certificate  shall be deemed by the  acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have  irrevocably  authorized the Paying Agent under clause (F) below to deliver
payments to a Person other than such Person and to have  irrevocably  authorized
the  Certificate  Registrar under clause (G) below to negotiate the terms of any
mandatory  sale and to execute all  instruments  of Transfer and to do all other
things  necessary in  connection  with any such sale.  The rights of such person
acquiring any Ownership Interest in a Residual Certificate are expressly subject
to the following provisions:

                  (A) Each Person holding or acquiring any Ownership Interest in
            a Residual  Certificate shall be a Permitted Transferee and a United
            States  Tax  Person  and  shall  promptly   notify  the  Certificate
            Registrar  of any  change or  impending  change  in its  status as a
            Permitted Transferee.

                  (B) In connection with any proposed  Transfer of any Ownership
            Interest in a Residual Certificate,  the Certificate Registrar shall
            require delivery to it, and no Transfer of any Residual  Certificate
            shall be registered  until the Certificate  Registrar  receives,  an
            affidavit and agreement substantially in the form attached hereto as
            Exhibit E-1 (a "Transfer Affidavit and Agreement") from the proposed
            Transferee,  in form and substance  satisfactory  to the Certificate
            Registrar,  representing  and warranting,  among other things,  that
            such Transferee is a Permitted Transferee,  that it is not acquiring
            its  Ownership  Interest  in the  Residual  Certificate  that is the
            subject of the proposed Transfer as a nominee,  trustee or agent for
            any Person that is not a Permitted  Transferee,  that for so long as
            it retains its Ownership Interest in a Residual Certificate, it will
            endeavor  to  remain  a  Permitted  Transferee,  that it is a United
            States Tax Person,  that it has historically  paid its debts as they
            have  come due and will  continue  to do so in the  future,  that it
            understands  that its tax  liability  with  respect to the  Residual
            Certificates  may exceed  cash flows  thereon  and it intends to pay
            such taxes as they come due,  that it will  provide the  Certificate
            Registrar  with all  information  necessary  to  determine  that the
            applicable  paragraphs of Section 13 of such Transfer  Affidavit and
            Agreement  are true or that  Section 13 is not  applicable,  that it
            will not cause income with respect to the Residual Certificate to be
            attributable  to a foreign  permanent  establishment  or fixed  base
            (within  the  meaning of an  applicable  income tax  treaty) of such
            Person  or any  other  United  States  Tax  Person  and  that it has
            reviewed  the  provisions  of this  Section  3.3(e) and agrees to be
            bound  by them.

                  (C)  Notwithstanding  the delivery of a Transfer Affidavit and
            Agreement by a proposed  Transferee  under clause (B) above,  if the
            Certificate   Registrar  has  actual  knowledge  that  the  proposed
            Transferee  is not a Permitted  Transferee or is not a United States
            Person,  no  Transfer  of  an  Ownership   Interest  in  a  Residual
            Certificate to such proposed Transferee shall be effected.

                  (D) Each Person holding or acquiring an Ownership  Interest in
            a  Residual  Certificate  shall  agree  (1) to  require  a  Transfer
            Affidavit and Agreement from any prospective Transferee to whom such
            Person attempts to transfer its Ownership  Interest in such Residual
            Certificate  and (2) not to transfer its Ownership  Interest in such
            Residual Certificate unless it provides to the Certificate Registrar
            a certificate  substantially  in the form attached hereto as Exhibit
            E-2  among  other  things  stating  that  (x)  it  has  conducted  a
            reasonable  investigation of the financial condition of the proposed
            Transferee  and, as a result of the  investigation,  the  Transferor
            determines that the proposed  Transferee had  historically  paid its
            debts as they came due and found no  significant  evidence  that the
            proposed  Transferee will not continue to pay its debts as they come
            due in the  future  and,  (y) it has no actual  knowledge  that such
            prospective  Transferee  is not a Permitted  Transferee  or is not a
            United  States  Person.

                  (E) Each Person holding or acquiring an Ownership  Interest in
            a Residual  Certificate  that is a  "pass-through  interest  holder"
            within  the  meaning  of  temporary   Treasury   Regulation  Section
            1.67-3T(a)(2)(i)(A)  or  is  holding  an  Ownership  Interest  in  a
            Residual Certificate on behalf of a "pass-through  interest holder",
            by purchasing an Ownership  Interest in such Certificate,  agrees to
            give the Certificate  Registrar written notice of its status as such
            immediately  upon holding or acquiring such Ownership  Interest in a
            Residual Certificate.

                  (F) If any  purported  Transferee  shall  become a Holder of a
            Residual  Certificate in violation of the provisions of this Section
            3.3(e) or if any  Holder of a  Residual  Certificate  shall lose its
            status as a Permitted Transferee or a United States Person, then the
            last  preceding  Holder  of such  Residual  Certificate  that was in
            compliance  with the  provisions  of this  Section  3.3(e)  shall be
            restored,  to  the  extent  permitted  by  law,  to all  rights  and
            obligations   as  Holder   thereof   retroactive   to  the  date  of
            registration of such Transfer of such Residual Certificate.  None of
            the Trustee,  the Fiscal Agent,  the Master  Servicers,  the Special
            Servicers,  the  Certificate  Registrar or the Paying Agent shall be
            under any liability to any Person for any  registration  of Transfer
            of a  Residual  Certificate  that is in fact not  permitted  by this
            Section 3.3(e) or for making any payments due on such Certificate to
            the Holder  thereof or for taking any other  action with  respect to
            such  Holder  under the  provisions  of this  Agreement.

                  (G) If any  purported  Transferee  shall  become a Holder of a
            Residual  Certificate  in  violation  of the  restrictions  in  this
            Section  3.3(e),  or if any Holder of a Residual  Certificate  shall
            lose its status as a Permitted Transferee or a United States Person,
            and to the extent that the retroactive restoration of the rights and
            obligations  of the prior  Holder of such  Residual  Certificate  as
            described  in  clause  (F)  above  shall  be  invalid,   illegal  or
            unenforceable, then the Trustee shall have the right, without notice
            to the Holder or any prior Holder of such Residual Certificate,  but
            not the  obligation,  to  sell or  cause  to be sold  such  Residual
            Certificate to a purchaser  selected by the Trustee on such terms as
            the Trustee may choose.  Such  noncomplying  Holder  shall  promptly
            endorse and deliver such Residual Certificate in accordance with the
            instructions of the Certificate Registrar. Such purchaser may be the
            Certificate  Registrar  itself or any  Affiliate of the  Certificate
            Registrar.  The proceeds of such sale, net of the commissions (which
            may include commissions payable to the Certificate  Registrar or its
            Affiliates), expenses and taxes due, if any, will be remitted by the
            Certificate  Registrar to such  noncomplying  Holder.  The terms and
            conditions  of any sale under this clause (G) shall be determined in
            the  sole   discretion  of  the  Certificate   Registrar,   and  the
            Certificate  Registrar  shall not be liable to any Person  having an
            Ownership  Interest  in a  Residual  Certificate  as a result of its
            exercise of such discretion.

The Trustee,  shall make available,  upon written request from the Paying Agent,
to the  Internal  Revenue  Service  and  those  Persons  specified  by the REMIC
Provisions,  all information necessary to compute any tax imposed as a result of
the Transfer of an Ownership  Interest in a Residual  Certificate  to any Person
who is not a  Permitted  Transferee,  including  the  information  described  in
Treasury Regulations Sections  1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to
the "excess  inclusions"  of such Residual  Certificate.  The Person holding the
Ownership  Interest  in a  Residual  Certificate  shall be  responsible  for the
reasonable  compensation  of the Trustee for providing  such  information.  Each
Master  Servicer shall take all reasonable  action to cooperate with the Trustee
in making such information available.

            The provisions of this Section  3.3(e) may be modified,  added to or
eliminated,  provided that there shall have been  delivered to the Trustee,  the
Paying Agent, the Certificate  Registrar,  each Master  Servicer,  the Operating
Adviser and the Depositor the following:

                  (A) written notification from each Rating Agency to the effect
            that  the  modification  of,  addition  to or  elimination  of  such
            provisions  will not cause such Rating Agency to qualify,  downgrade
            or withdraw  its then current  rating of any Class of  Certificates;
            and

                  (B) an Opinion of Counsel, in form and substance  satisfactory
            to the Trustee, the Certificate Registrar and the Depositor,  to the
            effect that such modification of, addition to or elimination of such
            provisions  will not cause any of REMIC I,  REMIC II or REMIC III to
            (x) cease to qualify as a REMIC or (y) be subject to an entity-level
            tax caused by the Transfer of any Residual  Certificate  to a Person
            which is not a Permitted  Transferee,  or cause a Person  other than
            the  prospective  Transferee  to be  subject  to a tax caused by the
            Transfer  of a  Residual  Certificate  to a  Person  which  is not a
            Permitted Transferee.

            (f)  None  of the  Master  Servicers,  the  Special  Servicers,  the
Trustee,  the Fiscal Agent, the Paying Agent or the Certificate  Registrar shall
have any  liability to the Trust arising from a transfer of any  Certificate  in
reliance upon a  certification,  ruling or Opinion of Counsel  described in this
Section  3.3;  provided,  however,  that the  Certificate  Registrar  shall  not
register the transfer of a Residual  Certificate if it has actual knowledge that
the proposed  transferee does not meet the  qualifications of a permitted Holder
of a Residual  Certificate as set forth in Section  3.3(e);  provided,  further,
that the Certificate  Registrar shall not register the transfer of a Noneconomic
Residual  Interest  if it shall have  received  notice that the  Transferor  has
determined,  as a result of the investigation under Section 3.3(e)(D),  that the
proposed  Transferee has not paid its debts as they came due or that it will not
pay its debts as they come due in the future.  The  Certificate  Registrar shall
have no  obligation  or duty to monitor,  determine or inquire as to  compliance
with any  restriction  on transfer or exchange of  Certificates  or any interest
therein  imposed  under this Article III or under  applicable  law other than to
require delivery of the certifications and/or opinions described in this Article
III; provided,  however,  that the Certificate  Registrar shall not register the
transfer of a Residual  Certificate if it has actual knowledge that the proposed
transferee does not meet the  qualifications of a permitted Holder of a Residual
Certificate as set forth in Section 3.3(e). The Certificate Registrar shall have
no liability for transfers  (including without limitation transfers made through
the book-entry  facilities of the Depository or between or among Participants or
Certificate Owners) made in violation of applicable restrictions,  provided that
the  Certificate  Registrar  has  satisfied  its duties  expressly  set forth in
Sections 3.3(c), 3.3(d) and 3.3(e).

            (g) All Certificates  surrendered for transfer and exchange shall be
physically cancelled by the Certificate Registrar, and the Certificate Registrar
shall  hold  such  cancelled   Certificates  in  accordance  with  its  standard
procedures.

            (h) The Certificate  Registrar  shall provide the Master  Servicers,
the Special Servicers and the Depositor,  upon written request,  with an updated
copy of the Certificate  Register  within a reasonable  period of time following
receipt of such request.

            (i) Unless  and until it is  exchanged  in whole for the  individual
Certificates  represented thereby, a Global Certificate  representing all of the
Certificates  of a  Class  may not be  transferred,  except  as a  whole  by the
Depository to a nominee of the  Depository or by a nominee of the  Depository to
the Depository or another  nominee of the Depository or by the Depository or any
such  nominee to a  successor  Clearing  Agency or a nominee  of such  successor
Clearing  Agency,  and  no  such  transfer  to  any  such  other  Person  may be
registered; provided that this subsection (i) shall not prohibit any transfer of
a Certificate of a Class that is issued in exchange for a Global  Certificate of
the same Class  pursuant to Section 3.9 below.  Nothing in this  subsection  (i)
shall prohibit or render ineffective any transfer of a beneficial  interest in a
Global  Certificate  effected in  accordance  with the other  provisions of this
Section 3.3.

            Section 3.4 Mutilated,  Destroyed,  Lost or Stolen Certificates.  If
(A) any mutilated  Certificate is surrendered to the Certificate  Registrar,  or
the  Certificate   Registrar  receives  evidence  to  its  satisfaction  of  the
destruction,  loss or theft of any  Certificate  and (B) except in the case of a
mutilated  Certificate  so  surrendered,  there is delivered to the  Certificate
Registrar  such  security  or  indemnity  as may be  required  by it to  save it
harmless,  then, in the absence of notice to the Certificate Registrar that such
Certificate  has  been  acquired  by a  bona  fide  purchaser,  the  Certificate
Registrar shall execute,  and the  Authenticating  Agent shall  authenticate and
deliver,  in exchange for or in lieu of any such mutilated,  destroyed,  lost or
stolen  Certificate,  a new Certificate of like tenor and interest in the Trust.
In connection with the issuance of any new  Certificate  under this Section 3.4,
the  Certificate  Registrar may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any  other  expenses  (including  the  fees  and  expenses  of  the  Certificate
Registrar) connected therewith.  Any replacement  Certificate issued pursuant to
this  Section  3.4  shall  constitute  complete  and  indefeasible  evidence  of
ownership in the Trust, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.

            Section  3.5  Persons  Deemed  Owners.  Prior to  presentation  of a
Certificate for  registration  of transfer,  the Master  Servicers,  the Special
Servicers,  the Fiscal Agent,  the Trustee,  the Operating  Adviser,  the Paying
Agent and any agents of the Master Servicers,  the Special Servicers, the Fiscal
Agent,  the Paying  Agent,  the Trustee or the  Operating  Adviser may treat the
Person in whose name any Certificate is registered as of the related Record Date
as the owner of such  Certificate for the purpose of receiving  distributions as
provided in this Agreement and for all other purposes whatsoever, and neither of
the Master Servicers,  the Special Servicers, the Fiscal Agent, the Trustee, the
Paying Agent, the Operating Adviser nor any agent of the Master  Servicers,  the
Special  Servicers,  the Fiscal  Agent,  the  Trustee,  the Paying  Agent or the
Operating Adviser shall be affected by any notice to the contrary.

            Section  3.6  Access  to  List  of  Certificateholders'   Names  and
Addresses. If three or more Certificateholders,  a Certificateholder holding all
the Certificates of any Class of Certificates,  any Master Servicer, any Special
Servicer,  the Paying Agent, the Trustee, the Operating Adviser or the Depositor
(A) request in writing  from the  Certificate  Registrar a list of the names and
addresses  of   Certificateholders   and  (B)  in  the  case  of  a  request  by
Certificateholders,  state that such  Certificateholders  desire to  communicate
with other  Certificateholders with respect to their rights under this Agreement
or under the  Certificates,  then the Certificate  Registrar  shall,  within ten
Business Days after the receipt of such request, afford such Certificateholders,
the Master Servicers,  the Special Servicers,  the Depositor,  the Paying Agent,
the Trustee or the  Operating  Adviser,  as  applicable,  access  during  normal
business  hours to a current  list of the  Certificateholders.  The  expense  of
providing  any such  information  requested by such Person shall be borne by the
party  requesting  such  information  and shall not be borne by the  Certificate
Registrar or the Trustee.  Every  Certificateholder,  by receiving and holding a
Certificate,  agrees that the Certificate Registrar and the Trustee shall not be
held  accountable by reason of the disclosure of any such  information as to the
list of the  Certificateholders  hereunder,  regardless of the source from which
such information was derived.

            Section 3.7 Book-Entry  Certificates.  (a) The Class A-1, Class A-2,
Class A-3,  Class A-4, Class X-1, Class X-2, Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class
O Certificates,  upon original issuance, each shall be issued in the form of one
or more Certificates  representing the Book-Entry Certificates,  to be delivered
to the Certificate Registrar, as custodian for The Depository Trust Company (the
"Depository"),  the initial Clearing Agency, by, or on behalf of, the Depositor,
provided  that  any  Non-Investment  Grade  Certificates  sold to  Institutional
Accredited  Investors who are not Qualified  Institutional Buyers will be issued
as Definitive  Certificates.  The Certificates  shall initially be registered on
the  Certificate  Register  in  the  name  of  Cede & Co.,  the  nominee  of the
Depository,  as the  initial  Clearing  Agency,  and no  Certificate  Owner will
receive a definitive certificate  representing such Certificate Owner's interest
in the  Certificates,  except as  provided  in  Section  3.9.  Unless  and until
Definitive  Certificates have been issued to the Certificate  Owners pursuant to
Section 3.9:

            (i) the  provisions  of this  Section 3.7 shall be in full force and
      effect with respect to each such Class;

            (ii) the  Depositor,  the Master  Servicers,  the Paying Agent,  the
      Certificate  Registrar  and the Trustee may deal with the Clearing  Agency
      for  all  purposes   (including  the  making  of   distributions   on  the
      Certificates) as the authorized representative of the Certificate Owners;

            (iii) to the extent that the provisions of this Section 3.7 conflict
      with any  other  provisions  of this  Agreement,  the  provisions  of this
      Section 3.7 shall control with respect to each such Class; and

            (iv) the rights of the  Certificate  Owners of each such Class shall
      be  exercised  only  through  the  Clearing   Agency  and  the  applicable
      Participants  and  shall  be  limited  to  those  established  by law  and
      agreements  between such Certificate Owners and the Clearing Agency and/or
      the Participants.  Pursuant to the Depository Agreement,  unless and until
      Certificates  are issued  pursuant to Section  3.9,  the initial  Clearing
      Agency will make book-entry  transfers among the  Participants and receive
      and  transmit  distributions  of  principal  and  interest  on the related
      Certificates to such Participants.

            (b) For  purposes of any  provision of this  Agreement  requiring or
permitting  actions with the consent of, or at the direction of,  Holders of the
Certificates evidencing a specified percentage of the aggregate unpaid principal
amount of  Certificates,  such direction or consent may be given by the Clearing
Agency at the direction of Certificate Owners owning Certificates evidencing the
requisite  percentage of principal amount of  Certificates.  The Clearing Agency
may take conflicting actions with respect to the Certificates to the extent that
such actions are taken on behalf of the Certificate Owners.

            (c)  The  Certificates  of  each  Class  (other  than  the  Residual
Certificates)  initially  sold in reliance  on Rule 144A or with  respect to the
Class A-1,  Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E,
Class F and Class G  Certificates  sold to  Institutional  Accredited  Investors
shall be represented  by the Rule 144A-IAI  Global  Certificate  for such Class,
which shall be deposited with the  Certificate  Registrar,  as custodian for the
Depository  and  registered  in  the  name  of  Cede  & Co.  as  nominee  of the
Depository. The Class H, Class J, Class K, Class L, Class M, Class N and Class O
Certificates   initially  sold  to  Institutional   Accredited  Investors  shall
represented  by IAI Definitive  Certificates  for such Class.  The  Certificates
evidenced by any Rule 144A-IAI Global Certificate or IAI Definitive  Certificate
shall be subject to certain restrictions on transfer as set forth in Section 3.3
hereof and shall bear legend(s) regarding such restrictions described herein.

            (d)  The  Certificates  of  each  Class  (other  than  the  Residual
Certificates)  initially sold in offshore transactions in reliance on Regulation
S shall be represented by the Regulation S Temporary Global Certificate for such
Class, which shall be deposited with the Certificate Registrar, as custodian for
the  Depository  and  registered  in the name of Cede & Co.  as  nominee  of the
Depository.  Not earlier  than the Release  Date,  beneficial  interests  in any
Regulation S Temporary Global  Certificate  shall be exchangeable for beneficial
interests  in the  Regulation  S Permanent  Global  Certificate  for such Class.
Beneficial  interests in any Regulation S Temporary  Global  Certificate  may be
held  only  through  Euroclear  or  Clearstream;  provided,  however,  that such
interests may be exchanged for interests in the Rule 144A-IAI Global Certificate
for such Class in accordance with the  certification  requirements  described in
Section  3.7(f).  The  Regulation  S  Permanent  Global  Certificates  shall  be
deposited with the  Certificate  Registrar,  as custodian for the Depository and
registered in the name of Cede & Co. as nominee of the Depository.

            On or prior to the Release Date and on or prior to any  Distribution
Date occurring prior to the Release Date, each Certificate Owner of a Regulation
S Temporary Global  Certificate that holds a beneficial  interest therein on the
Release Date or on any such Distribution  Date, as the case may be, must deliver
to  Euroclear  or  Clearstream  (as  applicable)  a  Regulation  S  Certificate;
provided,  however,  that any Certificate Owner that holds a beneficial interest
in a Regulation  S Temporary  Global  Certificate  on the Release Date or on any
such Distribution Date that has previously  delivered a Regulation S Certificate
to Euroclear or Clearstream  with respect to its interest  therein does not need
to deliver any  subsequent  Regulation  S  Certificate  (unless the  certificate
previously  delivered  is no longer true as of such  subsequent  date,  and such
Certificate Owner must promptly notify Euroclear or Clearstream,  as applicable,
thereof). Euroclear or Clearstream, as applicable, shall be required to promptly
deliver to the Certificate Registrar a certificate  substantially in the form of
Exhibit I hereto to the effect that it has received the  requisite  Regulation S
Certificates for each such Class,  and no Certificate  Owner (or transferee from
any such  Certificate  Owner)  shall be  entitled  to receive an interest in the
Regulation  S  Permanent  Global  Certificate  for such Class or any  payment or
principal  or  interest  with  respect  to its  interest  in such  Regulation  S
Temporary Global Certificate prior to the Certificate  Registrar  receiving such
certification  from Euroclear or Clearstream  with respect to the portion of the
Regulation S Temporary Global  Certificate owned by such Certificate Owner (and,
with  respect to an interest in the  applicable  Regulation  S Permanent  Global
Certificate,  prior to the Release Date). After the Release Date,  distributions
due with respect to any beneficial  interest in a Regulation S Temporary  Global
Certificate shall not be made to the holders of such beneficial interests unless
exchange for a beneficial  interest in the related Regulation S Permanent Global
Certificate  is  improperly  withheld or refused.  No interest in a Regulation S
Global Certificate may be held by or transferred to a U.S. Person (as defined in
Regulation  S)  except  for  exchanges  for a  beneficial  interest  in the Rule
144A-IAI Global Certificate for such Class as described in Section 3.7(f).

            (e) Except in the limited  circumstances  described below in Section
3.9, owners of beneficial interests in Global Certificates shall not be entitled
to receive physical  delivery of Definitive  Certificates.  The Certificates are
not issuable in bearer form. Upon the issuance of each Global  Certificate,  the
Depository or its custodian shall credit, on its internal system, the respective
principal  amount of the  individual  beneficial  interests  represented by such
Global  Certificate  to the  accounts  of Persons  who have  accounts  with such
Depository.  Such accounts  initially shall be designated by or on behalf of the
Underwriters and Placement Agent.  Ownership of beneficial interests in a Global
Certificate shall be limited to Customers or Persons who hold interests directly
or indirectly through Customers. Ownership of beneficial interests in the Global
Certificates  shall be shown on, and the  transfer  of that  ownership  shall be
effected only through, records maintained by the Depository or its nominee (with
respect to interests of Customers) and the records of Customers (with respect to
interests of Persons other than Customers).

            So long as the Depository,  or its nominee, is the registered holder
of a Global  Certificate,  the  Depository or such nominee,  as the case may be,
shall be considered the sole owner and holder of the Certificates represented by
such  Global   Certificate  for  all  purposes  under  this  Agreement  and  the
Certificates,  including,  without  limitation,  obtaining  consents and waivers
thereunder,  and the  Trustee,  the Paying Agent and the  Certificate  Registrar
shall  not be  affected  by  any  notice  to  the  contrary.  Except  under  the
circumstance  described  in Section  3.9,  owners of  beneficial  interests in a
Global  Certificate  will not be  entitled  to have any  portions of such Global
Certificate  registered  in their  names,  will not  receive or be  entitled  to
receive physical  delivery of Definitive  Certificates in certificated  form and
shall not be considered the owners or holders of the Global  Certificate (or any
Certificates  represented thereby) under this Agreement or the Certificates.  In
addition,  no Certificate Owner of an interest in a Global  Certificate shall be
able to  transfer  that  interest  except in  accordance  with the  Depository's
applicable  procedures  (in  addition  to those  under this  Agreement  and,  if
applicable,  those of Euroclear and Clearstream).

            (f) Any holder of an interest in a Regulation  S Global  Certificate
shall have the right,  upon prior written notice to the  Certificate  Registrar,
Euroclear or Clearstream,  as applicable,  and the Depository, in the form of an
Exchange Certification (substantially in the form of Exhibit H attached hereto),
to exchange all or a portion of such interest (in  authorized  denominations  as
set forth in Section  3.1(b)) for an  equivalent  interest in the Rule  144A-IAI
Global  Certificate for such Class in connection with a transfer of its interest
therein  to a  transferee  that is  eligible  to hold an  interest  in such Rule
144A-IAI Global  Certificate as described  herein;  provided,  however,  that no
Exchange  Certification  shall be required if any such exchange occurs after the
Release Date. Any holder of an interest in the Rule 144A-IAI Global  Certificate
shall have the right,  upon prior written notice to the  Certificate  Registrar,
the Depository and Euroclear or  Clearstream,  as applicable,  in the form of an
Exchange  Certification,  to  exchange  all or a portion  of such  interest  (in
authorized  denominations  as set forth in  Section  3.1(b))  for an  equivalent
interest in the  Regulation S Global  Certificate  for such Class in  connection
with a transfer of its interest therein to a transferee that is eligible to hold
an  interest  in such  Regulation  S Global  Certificate  as  described  herein;
provided,  however,  that if such exchange occurs prior to the Release Date, the
transferee  shall  acquire  an  interest  in a  Regulation  S  Temporary  Global
Certificate  only and shall be  subject  to all of the  restrictions  associated
therewith  described  in  Section  3.7(d).  Following  receipt  of any  Exchange
Certification  or  request  for  transfer,  as  applicable,  by the  Certificate
Registrar:  (i) the  Certificate  Registrar  shall  endorse the  schedule to any
Global Certificate  representing the Certificate or Certificates being exchanged
to  reduce  the  stated  principal  amount  of such  Global  Certificate  by the
denominations  of the Certificate or Certificates  for which such exchange is to
be made, and (ii) the  Certificate  Registrar  shall endorse the schedule to any
Global  Certificate  representing the Certificate or Certificates for which such
exchange is to be made to increase  the stated  principal  amount of such Global
Certificate  by the  denominations  of the  Certificate  or  Certificates  being
exchanged  therefor.  The form of the Exchange  Certification shall be available
from the Certificate Registrar.

            Section  3.8 Notices to Clearing  Agency.  Whenever  notice or other
communication to the Certificateholders is required under this Agreement, unless
and  until  Definitive  Certificates  shall  have  been  issued  to the  related
Certificateholders pursuant to Section 3.9, the Paying Agent shall give all such
notices  and  communications  specified  herein  to be given to  Holders  of the
Book-Entry Certificates to the Clearing Agency which shall give such notices and
communications  to the related  Participants  in accordance  with its applicable
rules,  regulations and  procedures.

            Section 3.9 Definitive  Certificates.  (a)  Definitive  Certificates
will be issued to the owners of beneficial  interests in a Global Certificate or
their  nominees  if (i) the  Clearing  Agency  notifies  the  Depositor  and the
Certificate Registrar in writing that the Clearing Agency is unwilling or unable
to continue as depositary for such Global Certificate and a qualifying successor
depositary is not appointed by the  Depositor  within 90 days thereof,  (ii) the
Trustee  has  instituted  or caused to be  instituted  or has been  directed  to
institute  any  judicial  proceeding  in a court to  enforce  the  rights of the
Certificateholders  under this Agreement and under such Global  Certificate  and
the Trustee has been advised by counsel that in connection  with such proceeding
it is  necessary  or  advisable  for the  Trustee  or its  custodian  to  obtain
possession of such Global Certificate, or (iii) after the occurrence of an Event
of Default,  Certificate Owners representing a majority in aggregate outstanding
Certificate  Balance  of such  Global  Certificate  advise the  Clearing  Agency
through the  Participants  in writing  (and the  Clearing  Agency so advises the
Depositor,  the Certificate  Registrar and the Master Servicers in writing) that
the  continuation  in global form of the  Certificates  being  evidenced by such
Global Certificate is no longer in their best interests;  provided that under no
circumstances  will Definitive  Certificates be issued to Certificate  Owners of
the Regulation S Temporary Global Certificate.  Upon notice of the occurrence of
any of the events described in the preceding sentence, the Certificate Registrar
shall notify the Clearing  Agency and request the Clearing  Agency to notify all
Certificate Owners,  through the applicable  Participants,  of the occurrence of
the event and of the availability of Definitive Certificates to such Certificate
Owners  requesting the same. Upon surrender to the Certificate  Registrar of the
Global  Certificates  by  the  Clearing  Agency,   accompanied  by  registration
instructions  from  the  Clearing  Agency  for  registration,   the  Certificate
Registrar shall execute,  and the  Authenticating  Agent shall  authenticate and
deliver, the Definitive  Certificates.  None of the Depositor,  the Trustee, the
Paying Agent, the Certificate  Registrar or the Fiscal Agent shall be liable for
any delay in delivery of such  instructions  and may  conclusively  rely on, and
shall be  protected  in relying  on,  such  instructions.  Upon the  issuance of
Definitive Certificates, all references herein to obligations imposed upon or to
be  performed  by the  Clearing  Agency  shall be deemed to be imposed  upon and
performed by the Certificate Registrar, to the extent applicable with respect to
such Definitive Certificates,  and the Certificate Registrar and the Trustee and
the Paying  Agent shall  recognize  the Holders of  Definitive  Certificates  as
Certificateholders hereunder.

            (b)  Distributions  of  principal  and  interest  on the  Definitive
Certificates shall be made by the Paying Agent directly to holders of Definitive
Certificates in accordance with the procedures set forth in this Agreement.

                                   ARTICLE IV

                                    ADVANCES

            P&I Advances and Servicing Advances shall be made as provided herein
by the General  Master  Servicer  (with respect to the Mortgage Loans other than
NCB  Mortgage  Loans)  and the NCB  Master  Servicer  (with  respect  to the NCB
Mortgage  Loans)  and,  if the  applicable  Master  Servicer  does not make such
Advances,  by the Trustee and if the Trustee does not make such Advances, by the
Fiscal  Agent  except to the extent that the  applicable  Master  Servicer,  the
Trustee or the Fiscal  Agent,  as  applicable,  determines  in  accordance  with
Section 4.4 below, that any such Advance would be a Nonrecoverable  Advance.  In
addition,  the  applicable  Special  Servicer  may, but is not required to, make
Servicing Advances on an emergency basis.

            Section 4.1 P&I Advances by the Applicable Master Servicers.  (a) On
or prior to the Advance Report Date, the applicable Master Servicer shall notify
the Trustee and the Paying Agent if the P&I Advance Amount for such Distribution
Date is  greater  than  zero,  and such  Master  Servicer  shall only make a P&I
Advance in respect of each Mortgage  Loan of such amount on the Master  Servicer
Remittance Date.  Notwithstanding the foregoing and subject to the provisions of
Section  4.4  regarding  the  making of  Nonrecoverable  Advances,  for the Post
Determination  Date Mortgage  Loans,  the General Master  Servicer hereby agrees
that, if the applicable Scheduled Payment has not been received on or before the
Master  Servicer  Remittance  Date,  but is scheduled to be received in the same
month as the Master Servicer  Remittance Date, the General Master Servicer shall
make the applicable P&I Advance in respect of such Scheduled Payment;  provided,
however,  the  General  Master  Servicer's  right to earn  interest  on such P&I
Advance is limited as provided in Section 4.5 hereof.  It is understood that the
obligation  of each Master  Servicer to make such P&I Advances is mandatory  and
shall apply  through any court  appointed  stay period or similar  payment delay
resulting  from  any   insolvency  of  the  Mortgagor  or  related   bankruptcy,
notwithstanding  any other  provision  of this  Agreement.  Notwithstanding  the
foregoing, the applicable Master Servicer shall not be required to make such P&I
Advance,  if such Master  Servicer  determines,  in accordance  with Section 4.4
below,  that any such  P&I  Advance  would  be a  Nonrecoverable  Advance.  Such
determination  shall be conclusive and binding on the Trustee,  the Fiscal Agent
and the  Certificateholders.  The Master  Servicers,  the Trustee and the Fiscal
Agent  shall not  advance  default  interest,  Balloon  Payments  or  Prepayment
Premiums;  provided,  however, that the applicable Master Servicer shall advance
Assumed Scheduled Payments,  as set forth below. Each Special Servicer shall not
make P&I Advances under this Agreement. If a Master Servicer fails to make a P&I
Advance,  it shall  promptly  notify the  Trustee  and the Paying  Agent of such
failure.

            (b) If a Master  Servicer  determines  that  there is a P&I  Advance
Amount with respect to its applicable  Mortgage  Loans for a Distribution  Date,
such Master  Servicer shall on the Master  Servicer  Remittance  Date either (A)
deposit in the applicable Certificate Account an amount equal to the P&I Advance
Amount or (B) utilize  funds in such  Certificate  Account being held for future
distributions  or  withdrawals  to make such Advance.  Any funds being held in a
Certificate  Account for future  distribution or withdrawal and so used shall be
replaced by the applicable Master Servicer from its own funds by deposit in such
Certificate  Account on or before any future Master Servicer  Remittance Date to
the  extent  that funds in such  Certificate  Account  on such  Master  Servicer
Remittance Date shall be less than payments to the Paying Agent or other Persons
required to be made on such date.

            Section 4.2 Servicing Advances.  The applicable Master Servicer and,
if such Master Servicer does not, the Trustee to the extent the Trustee receives
written notice from the Paying Agent that such Advance has not been made by such
Master  Servicer,  and if the Trustee  does not, the Fiscal Agent (if the Fiscal
Agent has  knowledge  that such  Advance  is  required  to be made)  shall  make
Servicing  Advances  to the extent  provided  in this  Agreement,  except to the
extent  that  such  Master  Servicer,  the  Trustee  or  the  Fiscal  Agent,  as
applicable,  determines  in  accordance  with  Section 4.4 below,  that any such
Advance would be a Nonrecoverable  Advance. If such Master Servicer, the Trustee
or  the  Fiscal  Agent,  as  applicable,  determines  that  such  advance  would
constitute a  Nonrecoverable  Advance,  then such party shall deliver  notice of
such  determination  to the applicable  Special  Servicer.  Upon receipt of such
notice,  the applicable  Special  Servicer shall  determine (with the reasonable
assistance of such Master Servicer, Trustee or Fiscal Agent) whether the payment
of such amount is (i) necessary to preserve the related  Mortgaged  Property and
(ii) would be in the best  interest of the  Certificateholders.  If such Special
Servicer  shall  determine  that the payment of such amount is (i)  necessary to
preserve the related  Mortgaged  Property and (ii) would be in the best interest
of the  Certificateholders,  then such Special Servicer shall direct such Master
Servicer,  Trustee  or Fiscal  Agent,  as  applicable,  in  writing to make such
payment and such party shall make such payment  from amounts in the  Certificate
Account.  Such determination shall be conclusive and binding on the Trustee, the
Certificateholders  and, with respect to the San Tomas Mortgage Loan, the holder
of the San Tomas B Note. The applicable  Special  Servicer shall not be required
to make Servicing Advances under this Agreement. The applicable Special Servicer
shall notify the applicable Master Servicer that a Servicing Advance is required
in connection with a Specially Serviced Mortgage Loan or REO Property,  and such
Master  Servicer shall make such Servicing  Advance within five Business Days of
receipt  of such  notice.  The  applicable  Master  Servicer  may rely  upon the
applicable Special Servicer's request as confirming such requested Advance would
not be a Nonrecoverable Advance.  Promptly after discovering that the applicable
Master Servicer has failed to make a Servicing Advance that such Master Servicer
is required  to make  hereunder,  the Paying  Agent  shall  promptly  notify the
Trustee in writing of the failure by such Master Servicer to make such Servicing
Advance.

            Section 4.3 Advances by the Trustee and the Fiscal Agent. (a) To the
extent that a Master Servicer fails to make a P&I Advance by the Master Servicer
Remittance Date (other than a P&I Advance that such Master  Servicer  determines
is a  Nonrecoverable  Advance),  the Trustee  shall make such P&I Advance to the
extent the Trustee  receives written notice from the Paying Agent not later than
10:00 a.m. (New York City time) on the  Distribution  Date that such Advance has
not  been  made  by  the  applicable  Master  Servicer  on the  Master  Servicer
Remittance Date unless the Trustee  determines  that such P&I Advance,  if made,
would be a Nonrecoverable  Advance. To the extent that the Trustee fails to make
a P&I Advance  required to be made by the Trustee  hereunder on the Distribution
Date  (other  than a P&I  Advance  that the  applicable  Master  Servicer or the
Trustee determines is a Nonrecoverable  Advance),  the Fiscal Agent will advance
such P&I Advance unless the Fiscal Agent  determines  that any such P&I Advance,
if made,  would be a Nonrecoverable  Advance.  To the extent the Fiscal Agent is
required  hereunder to make P&I Advances on the Mortgage Loans, it shall deposit
the amount thereof in the  Distribution  Account by 1:00 p.m. (New York time) on
each such  Distribution  Date.  The Paying  Agent  shall  notify the  Trustee in
writing as soon as  practicable,  but not later  than 10:00 a.m.  (New York City
time) on the Distribution  Date if the applicable  Master Servicer has failed to
make a P&I Advance.

            (b) To the extent that a Master  Servicer  fails to make a Servicing
Advance by the date such Servicing  Advance is required to be made (other than a
Servicing  Advance  that such Master  Servicer  determines  is a  Nonrecoverable
Advance),  and a Responsible Officer of the Trustee receives notice thereof, the
Trustee shall make such Servicing Advance promptly,  but in any event, not later
than five  Business Days after notice  thereof in  accordance  with Section 4.2,
unless the Trustee determines that such Servicing  Advance,  if made, would be a
Nonrecoverable  Advance.  If the  Trustee  determines  that such  advance  would
constitute a  Nonrecoverable  Advance,  then the Trustee shall deliver notice of
such  determination  to the applicable  Special  Servicer.  Upon receipt of such
notice,  the applicable  Special  Servicer shall  determine (with the reasonable
assistance  of the Trustee)  whether the payment of such amount is (i) necessary
to  preserve  the  related  Mortgaged  Property  and  (ii)  would be in the best
interest of the  Certificateholders  and, with respect to the San Tomas Mortgage
Loan,  the  holder  of the San  Tomas B Note.  If such  Special  Servicer  shall
determine  that the payment of such  amount is (i)  necessary  to  preserve  the
related  Mortgaged  Property  and  (ii)  would be in the  best  interest  of the
Certificateholders  and, with respect to the San Tomas Mortgage Loan, the holder
of the San Tomas B Note, then such Special  Servicer shall direct the Trustee in
writing  to make such  payment  and the  Trustee  shall make such  payment  from
amounts in the Certificate  Account.

            (c) To the extent that the Trustee fails to make a Servicing Advance
required to be made by the Trustee  hereunder  by the later of (i) the date such
Servicing  Advance is required to be made and (ii) five  Business Days after the
date the Trustee has received notice pursuant to subsection (b) above, that such
Servicing  Advance has not been made by the applicable  Master  Servicer  (other
than a Servicing Advance that such Master Servicer or the Trustee has determined
to be a Nonrecoverable  Advance),  the Fiscal Agent shall advance such Servicing
Advance,  unless the Fiscal Agent  determines  that such Servicing  Advance,  if
made,  would be a  Nonrecoverable  Advance.  If the Fiscal Agent determines that
such advance would  constitute a Nonrecoverable  Advance,  then the Fiscal Agent
shall deliver notice of such  determination to the applicable  Special Servicer.
Upon receipt of such notice,  the applicable  Special  Servicer shall  determine
(with the reasonable assistance of the Fiscal Agent) whether the payment of such
amount is (i)  necessary  to preserve  the related  Mortgaged  Property and (ii)
would be in the best interest of the Certificateholders and, with respect to the
San Tomas  Mortgage  Loan,  the holder of the San Tomas B Note.  If such Special
Servicer  shall  determine  that the payment of such amount is (i)  necessary to
preserve the related  Mortgaged  Property and (ii) would be in the best interest
of the Certificateholders  and, with respect to the San Tomas Mortgage Loan, the
holder of the San Tomas B Note,  then such  Special  Servicer  shall  direct the
Fiscal  Agent in writing to make such  payment  and the Fiscal  Agent shall make
such payment from amounts in the Certificate Account.

            The initial  Trustee's  failure to make any  Advance  required to be
made by it  hereunder  shall not  constitute  a default by the  initial  Trustee
hereunder  if the initial  Fiscal Agent makes such Advance at or before the time
when the Trustee was required to make such Advance.

            (d) Pursuant to the 2002-IQ2  Pooling and Servicing  Agreement,  the
2002-IQ2  Master  Servicer is obligated to make Advances with respect to the One
Seaport Plaza Pari Passu Loan.  Notwithstanding anything herein to the contrary,
neither of the Master  Servicers,  the  Trustee  nor the Fiscal  Agent  shall be
required to make any Advance  with  respect to the One Seaport  Plaza Pari Passu
Loan unless and until such Person has  knowledge (or would have had knowledge if
it had acted in accordance  with the  Servicing  Standard) of any failure of the
2002-IQ2 Master  Servicer,  the 2002-IQ2 Trustee or the 2002-IQ2 Fiscal Agent to
make an advance  required  under the 2002-IQ2  Pooling and Servicing  Agreement.
Neither of the Master Servicers, the Trustee nor the Fiscal Agent shall have any
obligation  to make any such Advance  unless it is provided  evidence  that such
Advance is not a Nonrecoverable  Advance and such other reports as may be agreed
by the General Master Servicer and the 2002-IQ2 Master  Servicer.  To the extent
the  General  Master  Servicer  fails to make any  Advance  required  under this
Section 4.3(d),  the Trustee,  pursuant to Section 4.3(b),  or the Fiscal Agent,
pursuant to Section 4.3(c), as applicable, shall make such Advance.

            Section 4.4 Evidence of Nonrecoverability.  (a) If a Master Servicer
determines at any time, in its sole discretion, exercised in accordance with the
Servicing  Standard,  that any Advance  previously made or proposed Advance,  if
made, would constitute a Nonrecoverable  Advance,  such  determination  shall be
evidenced by an  Officer's  Certificate  delivered  to the  Trustee,  the Paying
Agent, the applicable  Special  Servicer,  the Operating  Adviser and the Rating
Agencies by the  Business Day prior to the  Distribution  Date.  Such  Officer's
Certificate   shall  set   forth  the   reasons   for  such   determination   of
nonrecoverability,  together  with,  to the extent such  information,  report or
document  is  in  the  applicable  Master  Servicer's  possession,  any  related
financial information such as related income and expense statements,  rent rolls
(or  in  the  case  of a  residential  cooperative  property,  the  most  recent
maintenance   schedules),   occupancy  status,   property  inspections  and  any
Appraisals  performed within the last 12 months on the Mortgaged Property,  and,
if such reports are used by the applicable Master Servicer to determine that any
P&I Advance or  Servicing  Advance,  as  applicable,  would be a  Nonrecoverable
Advance,  any  engineers'  reports,   environmental   surveys,   internal  final
valuations   or  other   information   relevant   thereto   which  support  such
determination. If the Trustee or the Fiscal Agent, as applicable,  determines at
any time that any  portion  of an  Advance  previously  made or a  portion  of a
proposed  Advance  that the  Trustee  or the Fiscal  Agent,  as  applicable,  is
required  to make  pursuant  to this  Agreement,  if made,  would  constitute  a
Nonrecoverable  Advance,  such determination  shall be evidenced by an Officer's
Certificate  of a  Responsible  Officer of the Trustee or the Fiscal  Agent,  as
applicable,  delivered to the Depositor,  the applicable  Master  Servicer,  the
applicable Special Servicer,  the Paying Agent and the Operating Adviser similar
to the  Officer's  Certificate  of a  Master  Servicer  described  in the  prior
sentence.  The  Trustee  and the Fiscal  Agent  shall not be required to make an
Advance that the applicable  Master  Servicer has previously  determined to be a
Nonrecoverable  Advance.  Notwithstanding any other provision of this Agreement,
none of the  Master  Servicers,  the  Trustee,  or the  Fiscal  Agent  shall  be
obligated  to,  nor shall  it,  make any  Advance  or make any  payment  that is
designated  in this  Agreement to be an Advance,  if it  determines  in its good
faith  judgment  and,  with  respect  to  the  applicable  Master  Servicer,  in
accordance  with the  Servicing  Standard,  that such  Advance  or such  payment
(including   interest   accrued   thereon  at  the  Advance  Rate)  would  be  a
Nonrecoverable  Advance.  The  applicable  Master  Servicer's  determination  in
accordance  with the above  provisions  shall be  conclusive  and binding on the
Trustee, the Fiscal Agent, the Paying Agent and the Certificateholders.

            (b) The 2002-IQ2 Master Servicer shall be entitled to  reimbursement
for One Seaport Plaza Pari Passu Loan  Nonrecoverable  Advances  (with,  in each
case, any accrued and unpaid  interest  thereon  provided for under the 2002-IQ2
Pooling and Servicing Agreement) in the manner set forth in Section 5.2(a)(ii).

            Section  4.5  Interest  on  Advances;   Calculation  of  Outstanding
Advances with Respect to a Mortgage Loan. Any  unreimbursed  Advance funded from
each Master  Servicer's,  each Special  Servicer's,  the Trustee's or the Fiscal
Agent's own funds shall accrue  interest on a daily  basis,  at a per annum rate
equal to the Advance Rate,  from and including the date such Advance was made to
but not including the date on which such Advance has been reimbursed;  provided,
however,  that  neither of the Master  Servicers  nor any other  party  shall be
entitled to interest  accrued on the amount of any P&I Advance in the event that
such P&I  Advance is  reimbursed  from  collections  received  from the  related
Mortgage  Loan before the  expiration  of such  Mortgage  Loan's  grace  period.
Notwithstanding  the  foregoing,  as to  each  P&I  Advance  made  on  the  Post
Determination  Date Mortgage  Loans with respect to which the related  Scheduled
Payment that was not received by the end of the Post Determination Date Mortgage
Loans'  applicable grace period by the applicable  Master Servicer,  interest on
such P&I Advance shall accrue from and including the applicable  Master Servicer
Remittance Date for the benefit of such Master Servicer;  provided,  however, if
such  Scheduled  Payment is received  by such Master  Servicer by the end of the
applicable grace period,  such Master Servicer shall not collect any interest on
such  P&I  Advance.  For  purposes  of  determining  whether  a P&I  Advance  is
outstanding,  amounts collected with respect to a particular  Mortgage Loan or a
particular  REO  Property  and treated as  collections  of principal or interest
shall be applied  first to  reimburse  the  earliest  P&I  Advance and then each
succeeding  P&I Advance to the extent not  inconsistent  with  Section  4.6. The
applicable  Master  Servicer  shall use efforts  consistent  with the  Servicing
Standard to collect  (but shall have no further  obligation  to  collect),  with
respect to the Mortgage Loans that are not Specially  Serviced  Mortgage  Loans,
Late Fees and default interest from the Mortgagor in an amount sufficient to pay
Advance Interest  incurred and unpaid with respect to such Mortgage Loan arising
on or after the Cut-off Date. The applicable  Master  Servicer shall be entitled
to  retain  Late  Fees  and  default  interest  paid by any  Mortgagor  during a
Collection  Period  with  respect to any  Mortgage  Loan (other than a Specially
Serviced Mortgage Loan, as to which the applicable Special Servicer shall retain
Late Fees and default interest with respect to such Specially  Serviced Mortgage
Loan,  subject  to  the  offsets  set  forth  below)  as  additional   servicing
compensation only to the extent such Late Fees and default interest with respect
to such Mortgage Loan exceed unreimbursed  Advance Interest with respect to such
Mortgage  Loan  arising on or after the Cut-off  Date.  The  applicable  Special
Servicer,  with respect to any Specially  Serviced  Mortgage Loan, shall (i) pay
from any Late Fees and default interest  collected from such Specially  Serviced
Mortgage  Loan (a) any  outstanding  and unpaid  Advance  Interest  payable with
respect  to such  Specially  Serviced  Mortgage  Loan to the  applicable  Master
Servicer,  the applicable Special Servicer,  the Trustee or the Fiscal Agent, as
applicable  and (b) to the Trust,  any losses  previously  incurred by the Trust
with  respect  to such  Specially  Serviced  Mortgage  Loan and (ii)  retain any
remaining  portion of such Late Fees and default interest as additional  Special
Servicer Compensation.

            Section 4.6  Reimbursement  of Advances  and Advance  Interest.  (a)
Advances made with respect to each Mortgage  Loan,  the San Tomas B Note or each
Specially  Serviced  Mortgage  Loan or REO Property  (including  Advances  later
determined to be Nonrecoverable  Advances) and Advance Interest thereon shall be
reimbursed  to the extent of the amounts  identified  to be applied  therefor in
Section  5.2.  The  aggregate  of the amounts  available  to repay  Advances and
Advance  Interest  thereon  pursuant to Section 5.2 collected in any  Collection
Period  with  respect  to  Mortgage  Loans,  the San  Tomas B Note or  Specially
Serviced  Mortgage  Loans  or  REO  Property  shall  be  an  "Available  Advance
Reimbursement  Amount."

            (b) To the  extent  that  Advances  have been  made on the  Mortgage
Loans,  the San Tomas B Note, any Specially  Serviced  Mortgage Loans or any REO
Mortgage Loans, the Available Advance  Reimbursement  Amount with respect to any
Determination  Date shall be applied to  reimburse  (i) the Fiscal Agent for any
Advances  outstanding  to the Fiscal Agent with respect to any of such  Mortgage
Loans,  the San Tomas B Note, any of such Specially  Serviced  Mortgage Loans or
REO  Mortgage  Loans,  plus any Advance  Interest  owed to the Fiscal Agent with
respect to such Advances and then (ii) the Trustee for any Advances  outstanding
to the Trustee with respect to any of such Mortgage Loans, the San Tomas B Note,
any of such Specially  Serviced  Mortgage Loans or REO Mortgage Loans,  plus any
Advance  Interest  owed to the Trustee  with  respect to such  Advances and then
(iii) the applicable  Master  Servicer and applicable  Special  Servicer for any
Advances  outstanding to such Master Servicer or such Special  Servicer,  as the
case may be, with respect to any of such Mortgage  Loans,  the San Tomas B Note,
any of such Specially  Serviced  Mortgage Loans or REO Mortgage Loans,  plus any
Advance  Interest owed to the applicable  Master Servicer or applicable  Special
Servicer with respect to such Advances.  To the extent that any Advance Interest
payable to the applicable Master Servicer,  the applicable Special Servicer, the
Trustee or the Fiscal Agent with respect to a Specially  Serviced  Mortgage Loan
or REO Mortgage Loan cannot be recovered from the related Mortgagor,  the amount
of such Advance Interest shall be payable to the Fiscal Agent, the Trustee,  the
applicable Master Servicer or the applicable  Special Servicer,  as the case may
be,  from  amounts  on  deposit  in  the  applicable   Certificate  Account  (or
sub-account  thereof) (or, if not available from such Certificate  Account,  the
other  Certificate  Account)  or the  Distribution  Account  pursuant to Section
5.2(a) or Section 5.3(b)(ii). The Master Servicers', the Special Servicers', the
Fiscal Agent's and the Trustee's right of reimbursement under this Agreement for
Advances shall be prior to the rights of the  Certificateholders  to receive any
amounts recovered with respect to such Mortgage Loans or REO Mortgage Loans.

            (c) Advance  Interest  arising on or after the Cut-off  Date and not
previously  paid with  respect to any  Mortgage  Loan will be paid to the Fiscal
Agent, the Trustee, the applicable Special Servicer and/or the applicable Master
Servicer  (in  accordance  with  the  priorities   specified  in  the  preceding
paragraph) first, from Late Fees and default interest  collected with respect to
such  Mortgage  Loan  during  the  Collection   Period,  and  then  from  Excess
Liquidation  Proceeds then  available  prior to payment from any other  amounts.
Late Fees and default interest will be applied on a "loan-by-loan  basis" (under
which Late Fees and default  interest  with  respect to a Mortgage  Loan will be
offset  against the Advance  Interest  incurred  and unpaid with respect to such
Mortgage  Loan  arising on or after the Cut-off  Date).

            (d) Amounts applied to reimburse  Advances shall first be applied to
reduce Advance Interest thereon that was not paid from amounts  specified in the
preceding  paragraph  (c) and then to  reduce  the  outstanding  amount  of such
Advances.

            (e) To the  extent  that a  Special  Servicer  incurs  out-of-pocket
expenses,  in  accordance  with  the  Servicing  Standard,  in  connection  with
servicing  Specially  Serviced  Mortgage Loans,  the applicable  Master Servicer
shall  reimburse  such  Special  Servicer  for  such  expenditures  on the  next
succeeding  Master Servicer  Remittance Date provided such Special  Servicer has
delivered an invoice and a report substantiating such expenses from such Special
Servicer  requesting such  reimbursement on or before the related  Determination
Date,  subject to Section 4.4.  All such amounts paid by a Special  Servicer and
reimbursed by the applicable  Master Servicer shall be a Servicing  Advance.  In
the event that the  applicable  Master  Servicer fails to reimburse such Special
Servicer  hereunder  or the  applicable  Master  Servicer  determines  that such
Servicing  Advance was or, if made,  would be a  Nonrecoverable  Advance and the
applicable  Master  Servicer does not make such payment,  such Special  Servicer
shall notify the applicable  Master  Servicer and the Paying Agent in writing of
such  nonpayment  and the amount  payable to such Special  Servicer and shall be
entitled to receive reimbursement from the Trust as an Additional Trust Expense.
The applicable  Master Servicer,  the Paying Agent and the Trustee shall have no
obligation  to verify the amount  payable to such Special  Servicer  pursuant to
this Section 4.6(e) and  circumstances  surrounding the notice delivered by such
Special Servicer pursuant to this Section 4.6(e).

            Section  4.7  Fiscal  Agent   Termination   Event.   "Fiscal   Agent
Termination Event," wherever used herein, means any one of the following events:


            (i) any  failure  by the Fiscal  Agent to remit to the Paying  Agent
      when due any  required  Advances;  or

            (ii) a decree or order of a court or agency or supervisory authority
      having  jurisdiction  in the  premises  in an  involuntary  case under any
      present or future federal or state  bankruptcy,  insolvency or similar law
      for the  appointment of a conservator,  receiver,  liquidator,  trustee or
      similar  official in any  bankruptcy,  insolvency,  readjustment  of debt,
      marshalling of assets and liabilities or similar  proceedings,  or for the
      winding up or liquidation of its affairs,  shall have been entered against
      the Fiscal  Agent and such  decree or order  shall have  remained in force
      undischarged or unstayed for a period of at least 60 days; or

            (iii)  the  Fiscal  Agent  shall  consent  to the  appointment  of a
      conservator,  receiver,  liquidator,  trustee or similar  official  in any
      bankruptcy,  insolvency,  readjustment of debt,  marshalling of assets and
      liabilities  or similar  proceedings  or relating  to the Fiscal  Agent or
      relating to all or substantially all of its property; or

            (iv) the Fiscal  Agent shall admit in writing its  inability  to pay
      its debts  generally as they become due, file a petition to take advantage
      of any applicable bankruptcy,  insolvency or reorganization  statute, make
      an  assignment  for the  benefit  of its  creditors,  voluntarily  suspend
      payment of its obligations, or take any corporate action in furtherance of
      the foregoing; or

            (v) the long-term  unsecured debt of the Fiscal Agent is rated below
      "A+" by S&P or "Aa3" by  Moody's;  or

            (vi) with respect to the initial Fiscal Agent, LaSalle Bank National
      Association resigns or is removed pursuant to Section 7.6 hereof.

            Section  4.8  Procedure  Upon  Termination  Event.  (a) On the  date
specified in a written notice of termination  given to the Fiscal Agent pursuant
to Section  7.6(c),  all  authority,  power and rights of the Fiscal Agent under
this Agreement,  whether with respect to the Mortgage Loans or otherwise,  shall
terminate and a successor Fiscal Agent, if necessary,  shall be appointed by the
Trustee,  with the consent of the Depositor;  provided that the successor Fiscal
Agent meets the  eligibility  requirements  set forth in Section 7.5. The Fiscal
Agent agrees to cooperate  with the Trustee in effecting the  termination of the
Fiscal Agent's responsibilities and rights hereunder as Fiscal Agent.

            (b)  Notwithstanding  the  termination  of its  activities as Fiscal
      Agent,  the  terminated  Fiscal  Agent  shall  continue  to be entitled to
      reimbursement to the extent provided in Section 4.6 but only to the extent
      such  reimbursement  relates to the period up to and including the date on
      which the Fiscal Agent's termination is effective.  The Fiscal Agent shall
      be  reimbursed  for all amounts  owed to it  hereunder  on or prior to the
      effective  date  of  its  termination  from  amounts  on  deposit  in  the
      Certificate Accounts.

            Section 4.9 Merger or Consolidation of Fiscal Agent. Any Person into
which the Fiscal Agent may be merged or  consolidated,  or any Person  resulting
from any merger, conversion,  other change in form or consolidation to which the
Fiscal Agent shall be a party,  or any Person  succeeding to the business of the
Fiscal Agent, shall be the successor of the Fiscal Agent hereunder,  without the
execution  or filing of any paper or any  further  act on the part of any of the
parties hereto, anything herein to the contrary  notwithstanding;  provided that
the successor or surviving  entity meets the eligibility  requirements set forth
in Section 7.5.

            Section 4.10 Limitation on Liability of the Fiscal Agent and Others.
Neither the Fiscal Agent nor any of the partners,  representatives,  Affiliates,
members, managers, directors, officers, employees, agents or Controlling Persons
of the Fiscal Agent shall be under any liability to the Certificateholders,  the
Depositor or the Trustee for any action taken or for refraining  from the taking
of any action in good faith, and using reasonable  business judgment pursuant to
this  Agreement,  or for errors in judgment;  provided that this provision shall
not protect  the Fiscal  Agent or any such Person  against any  liability  which
would  otherwise  be  imposed  by reason of  willful  misfeasance,  bad faith or
negligence in its performance of duties under this  Agreement.  The Fiscal Agent
and any partner, representative,  Affiliate, member, manager, director, officer,
employee or agent of the Fiscal  Agent may rely in good faith on any document of
any kind prima facie  properly  executed and submitted by any Person  respecting
any  matters  arising  hereunder.  The  Fiscal  Agent  shall  not be  under  any
obligation  to appear  in,  prosecute  or defend any legal  action  which is not
incidental  to  its  obligations  under  this  Agreement.  If the  Fiscal  Agent
nonetheless  appears in,  prosecutes  or defends  such legal  action,  all legal
expenses and costs of such action shall be expenses and costs of the Trust,  and
the Fiscal Agent shall be entitled to be reimbursed therefor as a Nonrecoverable
Advance as provided in Section 5.2(a)(ii)(A)(y).  The provisions of this Section
4.10 shall  survive  the  resignation  or  removal  of the Fiscal  Agent and the
termination of this Agreement.

            Section 4.11  Indemnification  of Fiscal Agent. The Fiscal Agent and
each of its partners, representatives, Affiliates, members, managers, directors,
officers,  employees, agents and Controlling Persons shall be indemnified by the
Trust and held harmless against any and all claims,  losses,  penalties,  fines,
forfeitures,  legal  fees and  related  costs,  judgments  and any other  costs,
liabilities,  fees and  expenses  incurred in  connection  with any legal action
relating to this Agreement or the Mortgage Loans other than any loss,  liability
or expense  incurred by reason of the Fiscal Agent's  willful  misfeasance,  bad
faith or negligence in the  performance of its duties  hereunder.  The Depositor
shall   indemnify   and  hold   harmless  the  Fiscal   Agent,   its   partners,
representatives,  Affiliates, members, managers, directors, officers, employees,
agents and  Controlling  Persons  from and  against any loss,  claim,  damage or
liability,  joint or several,  and any action in respect  thereof,  to which the
Fiscal Agent,  its partners,  representatives,  Affiliates,  members,  managers,
directors, officers, employees, agents and Controlling Person may become subject
under the 1933 Act,  insofar as such loss,  claim,  damage,  liability or action
arises out of, or is based upon any untrue statement or alleged untrue statement
of a material fact contained in the Private  Placement  Memorandum,  Preliminary
Prospectus  Supplement,  Final Prospectus Supplement or Prospectus or arises out
of,  or is based  upon the  omission  or  alleged  omission  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein in light of the circumstances under which they were made, not misleading
and shall reimburse the Fiscal Agent, its partners, representatives, Affiliates,
members, managers, directors,  officers, employees, agents or Controlling Person
for any legal and other expenses  reasonably incurred by the Fiscal Agent or any
such partner,  representative,  Affiliate,  member, manager, director,  officer,
employee, agent or Controlling Person in investigating or defending or preparing
to defend against any such loss, claim, damage,  liability or action. The Fiscal
Agent shall immediately notify the Depositor, the Sellers, the Paying Agent, the
Special Servicers,  the Master Servicers and the Trustee if a claim is made by a
third party with respect to this Section 4.11  entitling the Fiscal  Agent,  its
partners,  representatives,  Affiliates, members, managers, directors, officers,
employees, agents or Controlling Person to indemnification hereunder,  whereupon
the  Depositor  shall  assume  the  defense  of any  such  claim  (with  counsel
reasonably  satisfactory to the Fiscal Agent) and pay all expenses in connection
therewith,  including counsel fees, and promptly pay,  discharge and satisfy any
judgment  or decree  which may be entered  against it or them in respect of such
claim.  Any failure to so notify the  Depositor  shall not affect any rights the
Fiscal Agent,  its partners,  representatives,  Affiliates,  members,  managers,
directors,  officers,  employees,  agents  or  Controlling  Person  may  have to
indemnification  under this Section 4.11, unless the Depositor's defense of such
claim is materially  prejudiced  thereby.  The  indemnification  provided herein
shall survive the  termination of this Agreement and the  resignation or removal
of the Fiscal Agent.

                                   ARTICLE V

                           ADMINISTRATION OF THE TRUST

            Section 5.1  Collections.  (a) On or prior to the Closing Date, each
Master  Servicer  shall  open,  or  cause to be  opened,  and  shall  thereafter
maintain,  or cause to be  maintained,  a separate  account or  accounts,  which
accounts must be Eligible  Accounts,  in the name of "GMAC  Commercial  Mortgage
Corporation,  as General Master Servicer for LaSalle Bank National  Association,
as  Trustee  for the  Holders  of Morgan  Stanley  Dean  Witter  Capital I Inc.,
Commercial Mortgage Pass-Through  Certificates,  Series 2002-IQ3" and "NCB, FSB,
as NCB Master Servicer for LaSalle Bank National Association, as Trustee for the
Holders  of Morgan  Stanley  Dean  Witter  Capital I Inc.,  Commercial  Mortgage
Pass-Through Certificates,  Series 2002-IQ3" (collectively,  or individually, as
the case may be, the "Certificate  Account").  The General Master Servicer shall
maintain the  Certificate  Account  with  respect to all of the  Mortgage  Loans
(other than the NCB Mortgage  Loans) and the NCB Master  Servicer shall maintain
the Certificates  Account with respect to the NCB Mortgage Loans. On or prior to
the Closing Date,  each Master  Servicer shall open, or cause to be opened,  and
shall  maintain,  or cause to be maintained an  additional  separate  account or
accounts in the name of "GMAC Commercial Mortgage Corporation, as General Master
Servicer for LaSalle Bank  National  Association,  as Trustee for the Holders of
Morgan  Stanley Dean Witter  Capital I Inc.,  Commercial  Mortgage  Pass-Through
Certificates, Series 2002-IQ3" and "NCB, FSB, as NCB Master Servicer for LaSalle
Bank  National  Association,  as Trustee for the Holders of Morgan  Stanley Dean
Witter Capital I Inc.,  Commercial Mortgage  Pass-Through  Certificates,  Series
2002-IQ3"  (collectively,  or  individually,  as the case may be, the  "Interest
Reserve  Account").  The General  Master  Servicer  shall  maintain the Interest
Reserve  Accounts with respect to the non-NCB  Mortgage Loans and the NCB Master
Servicer  shall maintain the Interest  Reserve  Accounts with respect to the NCB
Mortgage Loans.

            (b) On or prior to the date a Master  Servicer  shall first  deposit
funds in a Certificate  Account or an Interest Reserve Account,  as the case may
be, such Master  Servicer  shall give to the Paying Agent and the Trustee  prior
written notice of the name and address of the depository institution(s) at which
such accounts are maintained and the account number of such accounts. The Master
Servicers  shall take such  actions  as are  necessary  to cause any  depository
institution  holding a Certificate  Account and an Interest  Reserve  Account to
hold such accounts in the name of the applicable  Master Servicer as provided in
Section 5.1(a), subject to the such Master Servicer's (or its Primary Servicer's
or its  Sub-Servicer's)  right to direct payments and investments and its rights
of withdrawal  under this  Agreement.

            (c) The applicable  Master  Servicer  shall deposit,  or cause to be
deposited,  into its Certificate  Account on the Business Day following  receipt
(or, in the case of an inadvertent  failure to make such deposit on the Business
Day following  receipt,  within 3 Business Days of discovery of such failure and
in the case of unscheduled remittances of principal or interest, on the Business
Day following  identification  of the proper  application of such amounts),  the
following  amounts  received by it  (including  amounts  remitted to such Master
Servicer by the  applicable  Special  Servicer from the  applicable  REO Account
pursuant to Section  9.14 and amounts  received  from the Primary  Servicers  or
Sub-Servicers),  other than in respect of interest and principal on the Mortgage
Loans or the San Tomas B Note due on or before the  Cut-Off  Date which shall be
remitted to the applicable  Seller  (provided that such Master  Servicer (I) may
retain amounts  otherwise payable to such Master Servicer as provided in Section
5.2(a)  rather than  deposit  them into such  Certificate  Account,  (II) shall,
rather than  deposit  them in the  Certificate  Account,  directly  remit to the
Primary  Servicers the applicable  Primary Servicing Fees payable as provided in
Section 5.2(a)(iv) (unless already retained by the applicable Primary Servicer),
and (III) shall,  rather than deposit them in a  Certificate  Account,  directly
remit the Excess  Servicing  Fees to the holders  thereof as provided in Section
5.2(a)(iv)  (unless  already  retained  by the  applicable  holder of the excess
servicing rights)):

                  (A) Principal: all payments on account of principal, including
            Principal   Prepayments,   the  principal   component  of  Scheduled
            Payments,  and any  Late  Collections  in  respect  thereof,  on the
            Mortgage Loans and the San Tomas B Note;

                  (B)  Interest:  all  payments  on account of  interest  on the
            Mortgage Loans and the San Tomas B Note (excluding  Interest Reserve
            Amounts to be deposited in the applicable  Interest  Reserve Account
            pursuant to Section 5.1(d) below);

                  (C)  Liquidation  Proceeds:   all  Liquidation  Proceeds  with
            respect to the Mortgage Loans and the San Tomas B Note;

                  (D)  Insurance  Proceeds:  all Insurance  Proceeds  other than
            proceeds to be applied to the  restoration or repair of the property
            subject to the related Mortgage or released to the related Mortgagor
            in accordance with the Servicing  Standard,  which proceeds shall be
            deposited by such Master Servicer into the applicable Escrow Account
            and not deposited in the Certificate Accounts;

                  (E) Condemnation  Proceeds:  all  Condemnation  Proceeds other
            than  proceeds  to be  applied to the  restoration  or repair of the
            property  subject to the related Mortgage or released to the related
            Mortgagor in accordance with the Servicing Standard,  which proceeds
            shall be  deposited  by such  Master  Servicer  into the  applicable
            Escrow Account and not deposited in the Certificate Accounts;

                  (F) REO Income:  all REO Income  received from the  applicable
            Special Servicer;

                  (G) Investment Losses: any amounts required to be deposited by
            such Master Servicer pursuant to Section 5.1(e) in connection with
            losses realized on Eligible Investments with respect to funds held
            in the Certificate Accounts and amounts required to be deposited by
            the applicable Special Servicer pursuant to Section 9.14(b) in
            connection with losses realized on Eligible Investments with respect
            to funds held in the REO Accounts;

                  (H)  Advances:  all P&I Advances  unless made  directly to the
            Distribution Account;

                  (I) Compensating  Interest: all Compensating Interest received
            with respect to the Mortgage Loans; and

                  (J) Other: all other amounts,  including  Prepayment Premiums,
            required to be deposited  in the  Certificate  Accounts  pursuant to
            this Agreement,  including  Purchase  Proceeds of any Mortgage Loans
            repurchased  by a  Seller  or  substitution  shortfall  amounts  (as
            described in the third paragraph of Section 2.3(a)) paid by a Seller
            in connection  with the  substitution  of any Qualifying  Substitute
            Mortgage Loans and amounts with respect to the San Tomas B Note.

            With respect to the San Tomas Mortgage  Loan, the applicable  Master
Servicer shall establish and maintain a sub-account of the  Certificate  Account
(the "San  Tomas  Custodial  Account")  into which such  Master  Servicer  shall
deposit any amounts  described  above that are required to be paid to the holder
of the San Tomas B Note  pursuant  to the  terms of the San Tomas  Intercreditor
Agreement,  in  each  case on the  same  day as the  deposit  thereof  into  the
Certificate  Account. The San Tomas Custodial Account shall be held in trust for
the  benefit  of the holder of the San Tomas B Note and shall not be part of any
REMIC Pool.

            Remittances from any REO Accounts to the applicable Master Servicers
for  deposit  in the  applicable  Certificate  Accounts  shall  be  made  by the
applicable Special Servicer no later than the Special Servicer Remittance Date.

            (d)  The   applicable   Master   Servicer,   with  respect  to  each
Distribution  Date  occurring  in  January  (other  than in any leap  year)  and
February of each year, shall deposit in the applicable  Interest Reserve Account
in respect of each Interest  Reserve Loan, an amount equal to one day's interest
at the related REMIC I Net Mortgage  Rate (without  regard to the proviso in the
definition of Adjusted Mortgage Rate) on the Scheduled Principal Balance of such
Mortgage  Loan as of the Due Date in the month in which such  Distribution  Date
occurs,  to the  extent a  Scheduled  Payment or P&I  Advance is timely  made in
respect  thereof for such Due Date (all amounts so deposited in any  consecutive
January and February in respect of each  Interest  Reserve  Loan,  the "Interest
Reserve Amount").

            (e)  Funds in the  Certificate  Accounts  (including  the San  Tomas
Custodial  Account)  and  Interest  Reserve  Accounts  may be  invested  and, if
invested,  shall be  invested  by,  and at the risk of,  the  applicable  Master
Servicer in Eligible  Investments  selected by such Master  Servicer which shall
mature,  unless payable on demand,  not later than the Business Day  immediately
preceding  the next  Master  Servicer  Remittance  Date,  and any such  Eligible
Investment shall not be sold or disposed of prior to its maturity unless payable
on demand.  All such Eligible  Investments shall be made in the name of "LaSalle
Bank National Association, as Trustee for the Holders of the Morgan Stanley Dean
Witter Capital I Inc.,  Commercial Mortgage  Pass-Through  Certificates,  Series
2002-IQ3."  None of the  Depositor,  the  Mortgagors,  the  Paying  Agent or the
Trustee shall be liable for any loss incurred on such Eligible Investments.

            An  amount  equal  to all  income  and gain  realized  from any such
investment  shall  be paid  to the  applicable  Master  Servicer  as  additional
servicing  compensation  and shall be subject to its withdrawal at any time from
time to  time.  The  amount  of any  losses  incurred  in  respect  of any  such
investments  shall be for the account of the  applicable  Master  Servicer which
shall  deposit  the amount of such loss (to the extent not offset by income from
other investments) in the applicable Certificate Account (and to the extent that
the loss is of an amount credited to the San Tomas Custodial Account, deposit in
the San Tomas Custodial Account) or applicable  Interest Reserve Account, as the
case may be, out of its own funds  immediately as realized.  No Master  Servicer
shall be liable for any losses  incurred in respect of any account  which is not
controlled by such Master Servicer or any losses with respect to a default on an
Eligible Investment.  If the applicable Master Servicer deposits in or transfers
to any Certificate  Account, the San Tomas Custodial Account or Interest Reserve
Account,  as the case may be, any amount not required to be deposited therein or
transferred  thereto, it may at any time withdraw such amount or retransfer such
amount from such Certificate  Account,  San Tomas Custodial  Account or Interest
Reserve  Account,  as the case may be,  any  provision  herein  to the  contrary
notwithstanding.

            (f) Except as expressly provided otherwise in this Agreement, if any
default occurs in the making of a payment due under any Eligible Investment,  or
if a default  occurs  in any  other  performance  required  under  any  Eligible
Investment,  the Paying  Agent on behalf of and at the  direction of the Trustee
may  take  such  action  as  may be  appropriate  to  enforce  such  payment  or
performance,   including  the   institution   and   prosecution  of  appropriate
proceedings;  provided,  however, that if a Master Servicer shall have deposited
in the applicable  Certificate  Account, the San Tomas Custodial Account and the
applicable Interest Reserve Account an amount equal to all amounts due under any
such Eligible  Investment  (net of anticipated  income or earnings  thereon that
would  have  been  payable  to such  Master  Servicer  as  additional  servicing
compensation)  such Master  Servicer  shall have the sole right to enforce  such
payment or performance.

            (g)  Certain of the  Mortgage  Loans may  provide for payment by the
Mortgagor to the applicable Master Servicer of amounts to be used for payment of
Escrow Amounts for the account of the Mortgagor.  The applicable Master Servicer
shall deal with these amounts in accordance  with the  Servicing  Standard,  the
terms of the related  Mortgage Loans and Section 8.3(e) hereof,  and the Primary
Servicers will hold any Escrow Accounts relating to the Mortgage Loans that they
service in accordance  with the  requirements  set forth in Section  8.3(e).  No
Master  Servicer  shall  release  any Escrow  Amounts  held for  "earn-outs"  or
performance  criteria listed on Schedule XIII hereof,  without the prior consent
of the Operating  Adviser,  which consent shall not be unreasonably  withheld or
delayed. Within 20 days following the first anniversary of the Closing Date, the
applicable  Master  Servicer shall deliver to the Trustee,  the Paying Agent and
the Operating Adviser,  for each Mortgage Loan set forth on Schedule X hereto, a
brief statement as to the status of the work or project based on the most recent
information  provided  by the  related  Mortgagor.  Schedule X sets forth  those
Mortgage  Loans as to which an upfront  reserve was  collected at the closing of
such  Mortgage  Loan (and still  exists) in an amount in excess of $75,000  with
respect  to  specific  immediate  engineering  work,  completion  of  additional
construction,  environmental  remediation or similar one-time  projects (but not
with respect to escrow accounts maintained for ongoing obligations, such as real
estate taxes, insurance premiums, ongoing property maintenance, replacements and
capital  improvements or debt service).  If the work or project is not completed
in  accordance  with the  requirements  of the  escrow,  the  applicable  Master
Servicer and the applicable  Special  Servicer  (which shall itself consult with
the Operating Adviser) will consult with each other as to whether there exists a
material default under the underlying  Mortgage Loan documents.

            (h) In the case of the  Mortgage  Loans as to  which  the  Scheduled
Payment is due in a calendar  month on a Due Date  (including  any grace period)
that may occur after the end of the  Collection  Period  ending in such calendar
month,  subject to Section 4.4 the applicable Master Servicer shall,  unless the
Scheduled Payment is received before the Master Servicer Remittance Date, make a
P&I  Advance  by  deposit to the  Certificate  Account  on the  Master  Servicer
Remittance Date in an amount equal to the "Scheduled  Payment," and for purposes
of the definition of "Available Distribution Amount" and "Principal Distribution
Amount,"  such  Scheduled  Payment shall be deemed to have been received in such
Collection  Period.  With respect to the One Seaport Plaza Pari Passu Loan,  any
amounts received by the General Master Servicer pursuant to the 2002-IQ2 Pooling
and Servicing Agreement and One Seaport Plaza Letter Agreement with respect to a
Distribution  Date shall be deemed to have been  received by the General  Master
Servicer in the related  Collection  Period for  purposes of the  definition  of
"Available Distribution Amount" and "Principal Distribution Amount."

            Section 5.2  Application  of Funds in the  Certificate  Accounts and
Interest Reserve  Accounts.  (a) Each Master Servicer shall,  from time to time,
make withdrawals from the applicable Certificate Accounts and remit them by wire
transfer prior to 2:00 p.m., New York City time, on the related Master  Servicer
Remittance Date in immediately  available funds to the account specified in this
Section or otherwise (x) to such account as it shall determine from time to time
of  amounts  payable  to the  applicable  Master  Servicer  from the  applicable
Certificate  Account (and,  insofar as they relate to the San Tomas B Note, from
the San Tomas Custodial  Account)  pursuant to clauses (i), (ii),  (iii),  (iv),
(vi),  (viii) and (ix)  below;  (y) to the account  specified  in writing by the
Paying  Agent from time to time of amounts  payable  to the  Paying  Agent,  the
Trustee  and the Fiscal  Agent from the  applicable  Certificate  Account  (and,
insofar  as they  relate to the San Tomas B Note,  from the San Tomas  Custodial
Account)  pursuant to clauses (ii),  (iii),  (v), (vi),  (xi),  (xii) and (xiii)
below;  and (z) to the applicable  Special Servicer from time to time of amounts
payable to such Special Servicer from such Certificate  Account (and, insofar as
they  relate to the San  Tomas B Note,  from the San  Tomas  Custodial  Account)
pursuant to clauses (i), (ii), (iv), (vi), (vii) and (ix) below of the following
amounts, from the amounts specified for the following purposes:

            (i) Fees: Each Master Servicer shall pay (A) to itself Late Fees (in
      excess of amounts used to pay Advance Interest) relating to Mortgage Loans
      and the San Tomas B Note which are not Specially  Serviced Mortgage Loans,
      100% of any Modification Fees relating to Mortgage Loans and the San Tomas
      B Note  which are not  Specially  Serviced  Mortgage  Loans  (except  with
      respect to the UCL Loans and the  Nationwide  Loans with  respect to which
      the related  Special  Servicer shall receive 50% of such fees with respect
      to matters  requiring the consent of the Special  Servicer) as provided in
      Section  8.18(b),  50% of any  assumption  fees relating to Mortgage Loans
      which are not Specially  Serviced  Mortgage Loans (or, with respect to the
      UCL Loans and the  Nationwide  Loans and  matters  that do not require the
      consent of the  related  Special  Servicer,  100% of any  assumption  fees
      received in  connection  therewith)  as payable  under  Section  8.7(a) or
      8.7(d),  100% of any  extension  fees payable  under Section 8.10 or other
      fees payable to each such Master  Servicer  hereunder;  provided  that any
      such fees  described  in (A) hereof  shall be divided  between such Master
      Servicer and any related  Primary  Servicer as set forth in the applicable
      Primary  Servicing  Agreement and (B) directly to the  applicable  Special
      Servicer,  50% of any  assumption  fees on  Mortgage  Loans  which are not
      Specially  Serviced Mortgage Loans (except,  with respect to the UCL Loans
      and the  Nationwide  Loans,  if such  Special  Servicer's  consent was not
      required  in  connection  therewith)  as  provided  in Section  8.7(a) and
      8.7(d),  and, to the extent  deposited  into a  Certificate  Account,  all
      assumption  fees relating to Specially  Serviced  Mortgage  Loans and Late
      Fees and default interest (in excess of Advance Interest arising only from
      that particular  Specially  Serviced Mortgage Loan for which the Late Fees
      or default  interest  were  collected),  Modification  Fees and other fees
      collected on Specially Serviced Mortgage Loans, in each case to the extent
      provided for herein from funds paid by the applicable Mortgagor;

            (ii) Servicing  Advances  (including  amounts later determined to be
      Nonrecoverable  Advances):  (A) in the case of all Mortgage Loans, subject
      to clause (B) below,  to  reimburse  or pay to the Master  Servicers,  the
      Special Servicers,  the Trustee and the Fiscal Agent,  pursuant to Section
      4.6,  (x) prior to a Final  Recovery  Determination  or  determination  in
      accordance with Section 4.4 that any Advance is a Nonrecoverable  Advance,
      Servicing  Advances on the related  Mortgage Loan and, if applicable,  the
      San  Tomas B Note  from  payments  made by the  related  Mortgagor  of the
      amounts to which a Servicing  Advance  relates or from REO Income from the
      related REO Property or from Liquidation Proceeds,  Condemnation Proceeds,
      Insurance  Proceeds  or  Purchase  Proceeds  and,  to  the  extent  that a
      Servicing  Advance has been or is being  reimbursed,  any related  Advance
      Interest  thereon  first,  from Late Fees and default  interest  collected
      during the Collection Period,  and then from Excess  Liquidation  Proceeds
      then  available  and  then  from  any  other  amounts  on  deposit  in the
      applicable Certificate Account,  including,  if applicable,  the San Tomas
      Custodial Account (or, if not available from such Certificate Account, the
      other Certificate  Account);  provided that Late Fees and default interest
      will be  applied  on a  "loan-by-loan  basis"  (under  which Late Fees and
      default  interest  paid  with  respect  to  each  Mortgage  Loan  and,  if
      applicable,  the San Tomas B Note,  will be  offset  against  the  Advance
      Interest incurred and unpaid with respect to the particular  Mortgage Loan
      and, if  applicable,  the San Tomas B Note, on or after the Cut-Off Date),
      to the payment of Advance  Interest  incurred on or after the Cut-Off Date
      and unpaid on all Advances on such Mortgage Loan and, if  applicable,  the
      San  Tomas  B  Note  or  (y)  after  a  Final  Recovery  Determination  or
      determination that any Servicing Advance on the related Mortgage Loan and,
      if  applicable,  the San Tomas B Note, is a  Nonrecoverable  Advance,  any
      Servicing  Advances made on the related  Mortgage Loan and, if applicable,
      the San  Tomas B Note or REO  Property  from any funds on  deposit  in the
      applicable Certificate Account,  including,  if applicable,  the San Tomas
      Custodial Account (or, if not available from such Certificate Account, the
      other  Certificate   Account)  (regardless  of  whether  such  amount  was
      recovered  from the applicable  Mortgage Loan and, if applicable,  the San
      Tomas B Note or REO Property) and pay Advance Interest thereon first, from
      Late Fees and default  interest  collected  during the  Collection  Period
      (applying such Late Fees and default interest on a "loan-by-loan basis" to
      the payment of Advance  Interest  incurred  and unpaid on all  Advances on
      such Mortgage Loan and, if applicable,  the San Tomas B Note arising on or
      after the  Cut-Off  Date),  then from  Excess  Liquidation  Proceeds  then
      available  and then from any other  amounts on  deposit in the  applicable
      Certificate  Account (or, if not available from such Certificate  Account,
      the  other  Certificate  Account)  and (B) in the case of the One  Seaport
      Plaza Pari  Passu  Loan and from any funds on  deposit  in the  applicable
      Certificate  Account (or, if not available from such Certificate  Account,
      the other Certificate Account), to reimburse the 2002-IQ2 Master Servicer,
      the 2002-IQ2 Trustee and the 2002-IQ2 Fiscal Agent for related One Seaport
      Plaza Pari Passu Loan  Nonrecoverable  Advances and any accrued and unpaid
      interest  thereon  provided for under the 2002-IQ2  Pooling and  Servicing
      Agreement  (notwithstanding  anything  herein  to  the  contrary,  if  the
      applicable  Master Servicer  determines  that, based upon its consultation
      with the Trustee,  reimbursement  of such  Servicing  Advances by a single
      payment would result in a shortfall in distributions to Certificates rated
      "BBB-"  or higher by S&P or  "Baa3"  or  higher  by  Moody's,  the  Master
      Servicer  shall  reimburse  itself  or such  other  party in more than one
      installment on two or more Master Servicer Remittance Dates, provided that
      the Master Servicer will not be obligated to delay such  reimbursement  if
      it   determines  in  its   reasonable   judgment  that  such  a  delay  in
      reimbursement  might compromise its ability to ultimately be reimbursed in
      full for such Advance);

            (iii) P&I Advances  (including  amounts later to be determined to be
      Nonrecoverable  Advances):  (A) in the case of Mortgage Loans,  subject to
      clause (B) below, to reimburse or pay to each Master Servicer, the Trustee
      and the Fiscal  Agent,  pursuant to Section  4.6,  (x) if prior to a Final
      Recovery   Determination   or   determination   that  any   Advance  is  a
      Nonrecoverable Advance, any P&I Advances from Late Collections made by the
      Mortgagor  of the  amounts to which a P&I Advance  relates,  or REO Income
      from the related REO Property or from Liquidation  Proceeds,  Condemnation
      Proceeds,  Insurance Proceeds or Purchase Proceeds and, to the extent that
      a P&I  Advance  has  been or is  being  reimbursed,  any  related  Advance
      Interest  thereon,  first,  from Late Fees and default interest  collected
      during the Collection Period,  and then from Excess  Liquidation  Proceeds
      then  available  and  then  from  any  other  amounts  on  deposit  in the
      applicable Certificate Account (or, if not available from such Certificate
      Account,  the  other  Certificate  Account);  provided  that Late Fees and
      default  interest will be applied on a  "loan-by-loan  basis" (under which
      Late Fees and default  interest  paid with respect to each  Mortgage  Loan
      will be offset  against  the  Advance  Interest  incurred  and unpaid with
      respect to the  particular  Mortgage Loan on or after the Cut-Off Date) or
      (y) if after a Final Recovery Determination or determination in accordance
      with  Section 4.4 that any P&I Advance on the related  Mortgage  Loan is a
      Nonrecoverable  Advance,  for any Mortgage  Loan, any P&I Advances made on
      the related Mortgage Loan or REO Property from any funds on deposit in the
      applicable Certificate Account (or, if not available from such Certificate
      Account, the other Certificate Account) (regardless of whether such amount
      was recovered from the  applicable  Mortgage Loan or REO Property) and any
      Advance  Interest  thereon,  first,  from Late Fees and  default  interest
      collected  during  the  Collection  Period  (applying  such  Late Fees and
      default  interest  on a  "loan-by-loan  basis",  to the payment of Advance
      Interest  incurred  and  unpaid  on all  Advances  on such  Mortgage  Loan
      incurred  on or after the  Cut-Off  Date),  then from  Excess  Liquidation
      Proceeds then  available and then from any other amounts on deposit in the
      applicable Certificate Account (or, if not available from such Certificate
      Account,  the other  Certificate  Account)  and (B) in the case of the One
      Seaport  Plaza  Pari  Passu  Loan  and from any  funds on  deposit  in the
      applicable Certificate Account (or, if not available from such Certificate
      Account,  any  Certificate  Account),  to reimburse  the  2002-IQ2  Master
      Servicer,  the 2002-IQ2  Trustee and the 2002-IQ2 Fiscal Agent for related
      One Seaport Plaza Pari Passu Loan Nonrecoverable  Advances and any accrued
      and unpaid interest  thereon  provided for under the 2002-IQ2  Pooling and
      Servicing Agreement;

            (iv) Servicing  Fees and Special  Servicer  Compensation:  to pay to
      itself the Master Servicing Fee, subject to reduction for any Compensating
      Interest,  to pay to the Special  Servicers the Special  Servicing Fee and
      the  Work-Out  Fee and to pay to the  Primary  Servicers  (or the  General
      Master  Servicer)  the  Primary  Servicing  Fees and to pay to the parties
      entitled  thereto the Excess  Servicing Fees (to the extent not previously
      retained by any of such parties);

            (v)  Trustee Fee and Paying  Agent Fee:  to pay to the  Distribution
      Account for  withdrawal by the Paying Agent,  the Paying Agent Fee and the
      Trustee Fee; (vi) Expenses of Trust: to pay to the Person entitled thereto
      any amounts  specified herein to be Additional Trust Expenses (at the time
      set forth herein or in the  definition  thereof),  the payment of which is
      not more  specifically  provided for in this Agreement;  provided that the
      Depositor  shall not be entitled to receive  reimbursement  for performing
      its duties under this Agreement;

            (vii)  Liquidation  Fees: to pay to the Special  Servicers  from the
      applicable  Certificate  Accounts,  the amount  certified  by each Special
      Servicer equal to the  Liquidation  Fee, to the extent provided in Section
      9.11 hereof;

            (viii) Investment  Income: to pay to itself income and gain realized
      on  the  investment  of  funds  deposited  in the  applicable  Certificate
      Accounts (including the San Tomas Custodial Account);

            (ix) Prepayment  Interest  Excesses:  to pay to the Master Servicers
      the aggregate  Prepayment Interest Excesses relating to the Mortgage Loans
      for  which  they act as  Master  Servicer,  to the  extent  not  offset by
      Prepayment Interest Shortfalls relating to such Mortgage Loans; and to pay
      to  the  Master  Servicers  the  aggregate  Prepayment  Interest  Excesses
      relating to the Specially  Serviced  Mortgage  Loans for which they act as
      Master Servicer,  which have received voluntary Principal Prepayments (not
      from  Liquidation  Proceeds or from  modifications  to Specially  Serviced
      Mortgage  Loans),  to  the  extent  not  offset  by  Prepayment   Interest
      Shortfalls relating to such Specially Serviced Mortgage Loans.

            (x)  Correction  of  Errors:  to  withdraw  funds  deposited  in the
      applicable  Certificate  Accounts in error; (xi) Distribution  Account: to
      make  payment on each Master  Servicer  Remittance  Date of the  remaining
      amounts in the applicable Certificate Accounts (including Excess Interest)
      to the  Distribution  Account  (or in the  case  of any  Excess  Interest,
      deposit to the Excess  Interest  Sub-account  under Section  5.3(b)) other
      than  amounts  held for  payment in future  periods or  pursuant to clause
      (xii) below;

            (xii)  Reserve  Account:  to make  payment on each  Master  Servicer
      Remittance Date to the Reserve Account,  any Excess  Liquidation  Proceeds
      (subject to Section 4.6(c)); and

            (xiii) Clear and Terminate: to clear and terminate the applicable
      Certificate Accounts pursuant to Section 8.29.

            provided, however, that with respect to the San Tomas B Note:

                  (A) the applicable Master Servicer shall be entitled to make
            transfers from time to time, from the San Tomas Custodial Account to
            the portion of the Certificate Account that does not constitute the
            San Tomas Custodial Account, of amounts necessary for the payments
            or reimbursement of amounts described in any one or more of clauses
            (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) and (xii)
            above, but only insofar as the payment or reimbursement described
            therein arises from or is related solely to the San Tomas Mortgage
            Loan and is allocable to the San Tomas Mortgage Loan pursuant to
            this Agreement or the San Tomas Intercreditor Agreement, and such
            Master Servicer shall also be entitled to make transfers from time
            to time, from the San Tomas Custodial Account to the portion of the
            Certificate Account that does not constitute the San Tomas Custodial
            Account, of amounts transferred to such San Tomas Custodial Account
            in error, the San Tomas B Note's pro rata share of Additional Trust
            Fund Expenses that are solely attributable to the San Tomas Mortgage
            Loan (other than REMIC taxes) and amounts necessary for the clearing
            and termination of the Certificate Account pursuant to Section 8.29;

                  (B) the applicable  Master  Servicer shall be entitled to make
            transfers from time to time, from the San Tomas Custodial Account to
            the portion of the Certificate  Account that does not constitute the
            San Tomas Custodial Account,  of amounts not otherwise  described in
            clause  (A)  above to which  the  holder  of the San Tomas A Note is
            entitled  under  the San  Tomas  Mortgage  Loan  and  the San  Tomas
            Intercreditor Agreement (including in respect of interest, principal
            and Prepayment  Premiums in respect of the San Tomas A Note (whether
            or not by operation of any provision of the San Tomas  Intercreditor
            Agreement  that  entitles  the  holder  of the  San  Tomas A Note to
            receive  remittances  in amounts  calculated  without  regard to any
            modification,  waiver or amendment of the economic  terms of the San
            Tomas A Note));

                  (C) the applicable Master Servicer shall on each Master
            Servicer Remittance Date remit to the holder of the San Tomas B Note
            all amounts on deposit in the San Tomas Custodial Account (net of
            amounts permitted or required to be transferred therefrom as
            described in clauses (A) and/or (B) above), to the extent that the
            holder of the San Tomas B Note is entitled thereto under the San
            Tomas Intercreditor Agreement (including by way of the operation of
            any provision of the San Tomas Intercreditor Agreement that entitles
            the holder of the San Tomas B Note to reimbursement of cure payments
            made by it);

            Expenses  incurred with respect to the San Tomas Mortgage Loan shall
be allocated  in  accordance  with the San Tomas  Intercreditor  Agreement.  The
applicable  Master  Servicer  shall keep and maintain a separate  accounting for
each Mortgage  Loan and the San Tomas B Note for the purpose of  justifying  any
withdrawal or transfer from the Certificate  Account and the San Tomas Custodial
Account.  Such Master Servicer shall not be permitted to withdraw any funds from
the portion of the  Certificate  Account that does not  constitute the San Tomas
Custodial Account unless there are no remaining funds in the San Tomas Custodial
Account  available,  which are  required to be paid in  accordance  with the San
Tomas Intercreditor  Agreement.  If such Master Servicer is entitled to make any
payment or  reimbursement  described  above and such  payment  or  reimbursement
relates to the San Tomas B Note but is not limited to a specific source of funds
(other  than the  requirement  that it must be made by  withdrawal  from the San
Tomas  Custodial  Account  insofar  as it relates to the San Tomas B Note and is
permitted  pursuant  to the San  Tomas  Intercreditor  Agreement),  such  Master
Servicer  shall,  if funds on deposit  in the San Tomas  Custodial  Account  are
insufficient  therefor,  request the holder of the San Tomas B Note to make such
payment  or  reimbursement  to the  extent the holder of the San Tomas B Note is
obligated  to make  such  payment  or  reimbursement  pursuant  to the San Tomas
Intercreditor  Agreement.  If the  holder of the San Tomas B Note  fails to make
such  payment or  reimbursement  that it is  obligated  to make within three (3)
Business Days following such request,  such Master Servicer shall be entitled to
make such payment or reimbursement from the Certificate Account. If such payment
or  reimbursement  is subsequently  recovered from the holder of the San Tomas B
Note,  to the extent  that any  amounts  were  previously  taken by such  Master
Servicer from the Certificate  Account,  the amount recovered shall be deposited
into the  Certificate  Account  and  shall not be  deposited  into the San Tomas
Custodial Account.

            Expenses  incurred  with respect to the One Seaport Plaza Pari Passu
Loan shall be allocated in accordance  with the One Seaport Plaza  Intercreditor
Agreement.  The 2002-IQ2  Master  Servicer is entitled,  with respect to the One
Seaport   Plaza  Pari  Passu  Loan,   to  make   certain   payments  or  receive
reimbursements as described in the 2002-IQ2 Pooling and Servicing  Agreement and
in accordance  with the One Seaport  Plaza  Intercreditor  Agreement.  Under the
2002-IQ2  Pooling and Servicing  Agreement,  if such payment or reimbursement is
allowed or required,  but there are  insufficient  funds,  the  2002-IQ2  Master
Servicer  can request  that the General  Master  Servicer  make such  payment or
reimbursement  for its pro rata  portion  of the  amounts  to be paid on the One
Seaport Plaza Pari Passu Loan out of the Certificate Account.

            (b) Scheduled  Payments due in a Collection  Period  succeeding  the
Collection  Period relating to such Master Servicer  Remittance Date,  Principal
Prepayments  received after the related  Collection Period, or other amounts not
distributable on the related  Distribution Date, shall be held in the applicable
Certificate  Accounts (or  sub-account  thereof) and shall be distributed on the
Master Servicer  Remittance  Date or Dates to which such  succeeding  Collection
Period or Periods relate;  provided,  however, that as to the Mortgage Loans for
which the Scheduled  Payment due each month is due on a Due Date  (including any
grace  period)  that may occur  after the end of the  Collection  Period in such
month,  sums  received by the  applicable  Master  Servicer with respect to such
Scheduled  Payment but after the end of such Collection  Period shall be applied
by such Master  Servicer to reimburse  any related P&I Advance made  pursuant to
Section 5.1(h), and such Master Servicer shall remit to the Distribution Account
on any Master  Servicer  Remittance  Date for a Collection  Period any Principal
Prepayments  and  Balloon  Payments  received  after the end of such  Collection
Period but no later than the  Business  Day  immediately  preceding  such Master
Servicer  Remittance Date on such Mortgage Loans. For purposes of the definition
of "Available  Distribution  Amount" and  "Principal  Distribution  Amount," the
Scheduled  Payments  and  Principal  Prepayments  referred  to in the  preceding
proviso shall be deemed to have been collected in the prior  Collection  Period.


            (c) On each Master  Servicer  Remittance Date in March of every year
commencing in March 2003,  each Master  Servicer shall withdraw all amounts then
in the applicable  Interest  Reserve  Accounts and deposit such amounts into the
Distribution Account.

            Section 5.3 Distribution Account and Reserve Account. (a) The Paying
Agent,  on behalf of the Trustee shall establish (with respect to clause (i), on
or prior to the Closing  Date,  and with respect to clause (ii),  on or prior to
the date the Paying Agent  determines is necessary) and maintain in its name, on
behalf of the Trustee, (i) an account (the "Distribution  Account"),  to be held
in trust for the benefit of the Holders until disbursed pursuant to the terms of
this Agreement,  titled: "LaSalle Bank National Association,  as Paying Agent on
behalf of  LaSalle  Bank  National  Association,  as  Trustee,  in trust for the
benefit of the Holders of Morgan Stanley Dean Witter Capital I Inc.,  Commercial
Mortgage Pass-Through Certificates,  Series 2002-IQ3,  Distribution Account" and
(ii) an account (the  "Reserve  Account") to be held in trust for the benefit of
the holders of interests in the Trust until  disbursed  pursuant to the terms of
this Agreement,  titled: "LaSalle Bank National Association,  as Paying Agent on
behalf of  LaSalle  Bank  National  Association,  as  Trustee,  in trust for the
benefit of the Holders of Morgan Stanley Dean Witter Capital I Inc.,  Commercial
Mortgage  Pass-Through  Certificates,  Series  2002-IQ3,  Reserve  Account." The
Distribution  Account and the Reserve Account shall be Eligible Accounts.  Funds
in the  Distribution  Account and in the Reserve  Account shall not be invested.
The  Distribution  Account and Reserve  Account shall be held separate and apart
from and  shall  not be  commingled  with any other  monies  including,  without
limitation,  other monies of the Paying Agent held under this Agreement.

            (b) The Paying Agent shall deposit into the Distribution  Account or
the Reserve  Account,  as applicable,  on the Business Day received,  all moneys
remitted by the Master  Servicers  pursuant  to this  Agreement,  including  P&I
Advances made by the Master Servicers,  the Trustee and the Fiscal Agent,  other
than Excess Liquidation  Proceeds,  into the Distribution Account and all Excess
Liquidation  Proceeds into the Reserve  Account.  The Paying Agent shall deposit
amounts  constituting  collections of Excess Interest on the Mortgage Loans into
the  Excess  Interest  Sub-account.  Subject to  Section  5.1(h),  on any Master
Servicer  Remittance  Date,  none of the Master  Servicers  shall have a duty to
remit to the  Distribution  Account any amounts  other than  amounts held in the
applicable  Certificate  Accounts and  collected  during the related  Collection
Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance
Amount,  and, on the Master  Servicer  Remittance Date occurring in March of any
year,  commencing in March 2003, amounts held in the applicable Interest Reserve
Accounts.  The Paying Agent shall make withdrawals from the Distribution Account
(including the Excess Interest Sub-account) and the Reserve Account only for the
following  purposes:

            (i) to withdraw  amounts  deposited in the  Distribution  Account in
      error and pay such amounts to the Persons entitled thereto;

            (ii) to pay any amounts payable to the Master Servicers, the Primary
      Servicers,  the  Special  Servicers,  the  Fiscal  Agent  and the  Trustee
      (including  the  Trustee's  Fee (other  than that  portion  thereof,  that
      constitutes  the Paying Agent's Fee)) and the Paying Agent  (including the
      Paying Agent Fee), or other expenses or other amounts permitted to be paid
      hereunder and not previously paid to such Persons pursuant to Section 5.2;

            (iii) to make  distributions to the  Certificateholders  pursuant to
      Section 6.5; and

            (iv) to clear and terminate  the  Distribution  Account  pursuant to
      Section 10.2.

            Section  5.4  Paying  Agent  Reports.   (a)  On  or  prior  to  each
Distribution Date, based on information  provided in monthly reports prepared by
the Master Servicers and the Special Servicers and delivered to the Paying Agent
by such Master  Servicers (no later than 2:00 p.m.,  New York time on the Report
Date),  the Paying Agent shall make  available,  on a restricted  basis,  to any
interested   party   via   its   internet   website    initially    located   at
"www.etrustee.net"   (the   "Paying   Agent's   Website"),   (i)   the   Monthly
Certificateholders  Report  (substantially  in the form of  Exhibit  M),  (ii) a
report containing  information regarding the Mortgage Loans as of the end of the
related  Collection  Period,  which  report  shall  contain   substantially  the
categories of  information  regarding the Mortgage Loans set forth in Appendix I
to the Final  Prospectus  Supplement  and shall be presented  in tabular  format
substantially similar to the format utilized in such Appendix I which report may
be  included as part of the Monthly  Certificateholders  Report,  (iii) the Loan
Periodic  Update  File,  Loan Setup  File,  Bond  Level File and the  Collateral
Summary File,  (iv) the  supplemental  reports set forth in paragraph (b) of the
definition  of  Unrestricted  Servicer  Reports  and  (v) as a  convenience  for
interested parties (and not in furtherance of the distribution thereof under the
securities laws), the Final Prospectus Supplement and this Agreement.

            In  addition,  on or  prior  to each  Distribution  Date,  based  on
information provided in monthly reports prepared by the Master Servicers and the
Special Servicers and delivered to the Paying Agent in accordance herewith,  the
Paying  Agent  shall  make  available  via  the  Paying  Agent's  Website,  on a
restricted basis, the Restricted  Servicer Reports  (including the Property File
on or prior to each Distribution  Date,  commencing in January 2003). The Paying
Agent shall provide access to the Restricted Servicer Reports,  upon request, to
each  Certificateholder,  each of the  parties  to this  Agreement,  each of the
Rating Agencies, each of the Underwriters,  the Operating Adviser, the Placement
Agent, the holder of the San Tomas B Note and any Certificate Owner upon receipt
(which may be in electronic form) from such person of an Investor Certificate in
the form of Exhibit Y, and any other person upon the direction of the Depositor,
the Placement Agent or any Underwriter.  For assistance with the above-mentioned
Paying Agent services, Certificateholders or any party hereto may initially call
714-238-6700.

            The Paying Agent makes no  representations  or  warranties as to the
accuracy or  completeness  of any report,  document  or other  information  made
available on the Paying Agent's Website and assumes no responsibility  therefor.
The Paying  Agent  shall be  entitled to  conclusively  rely on any  information
provided to it by the Master  Servicers or the Special  Servicers and shall have
no  obligation  to verify such  information  and the Paying  Agent may  disclaim
responsibility for any information  distributed by the Paying Agent for which it
is not the original  source.  In connection with providing  access to the Paying
Agent's Website,  the Paying Agent, may require  registration and the acceptance
of a disclaimer.  None of any Master Servicer, any Special Servicer, any Primary
Servicer  or  the  Paying  Agent  shall  be  liable  for  the  dissemination  of
information in accordance with this Agreement; provided that this sentence shall
not in any way limit the liability  the Paying Agent may  otherwise  have in the
performance of its duties hereunder.

            (b)  Subject to Section  8.15,  upon  advance  written  request,  if
required  by federal  regulation,  of any  Certificateholder  (or,  solely  with
respect to the San Tomas Mortgage Loan, the holder of the San Tomas B Note) that
is a savings  association,  bank, or insurance  company,  the Paying Agent shall
provide (to the extent in its  possession) to each such  Certificateholder  (or,
solely with respect to the San Tomas Mortgage Loan, such holder of the San Tomas
B Note) such reports and access to non-privileged  information and documentation
regarding the Mortgage Loans and the Certificates as such Certificateholder (or,
solely with respect to the San Tomas Mortgage Loan, such holder of the San Tomas
B Note) may reasonably deem necessary to comply with  applicable  regulations of
the Office of Thrift  Supervision or successor or other  regulatory  authorities
with respect to investment in the  Certificates;  provided that the Paying Agent
shall be entitled to be reimbursed by such  Certificateholder  (or,  solely with
respect to the San Tomas Mortgage Loan, such holder of the San Tomas B Note) for
the Paying  Agent's  actual  expenses  incurred in  providing  such  reports and
access.

            (c) Upon written request, the Paying Agent shall send to each Person
who at any time  during the  calendar  year was a  Certificateholder  of record,
customary  information  as the Paying  Agent deems may be necessary or desirable
for such Holders to prepare their federal income tax returns.

            (d) Reserved.

            (e)  The  Paying  Agent  shall  afford  the  Rating  Agencies,   the
Depositor,  the Master Servicers,  the Special Servicers, the Primary Servicers,
the Trustee, the Fiscal Agent, the Operating Adviser, any Certificateholder, the
holder  of the San Tomas B Note,  prospective  Certificate  Owner or any  Person
reasonably designated by the Placement Agent, or any Underwriter upon reasonable
notice and during  normal  business  hours,  reasonable  access to all relevant,
non-attorney  privileged  records and  documentation  regarding  the  applicable
Mortgage  Loans,  REO Property and all other relevant  matters  relating to this
Agreement,  and access to Responsible  Officers of the Paying Agent.

            (f) Copies (or  computer  diskettes or other  digital or  electronic
formats of such information if reasonably  available in lieu of paper copies) of
any and all of the foregoing  items of this Section 5.4 shall be made  available
by the Paying Agent upon request; provided, however, that the Paying Agent shall
be  permitted  to  require  payment  by the  requesting  party  (other  than the
Depositor,  the Master Servicers, the Special Servicers, the Trustee, the Fiscal
Agent, the Operating Adviser,  the holder of the San Tomas B Note, the Placement
Agent or any  Underwriter or any Rating Agency) of a sum sufficient to cover the
reasonable expenses actually incurred by the Paying Agent of providing access or
copies  (including  electronic  or  digital  copies)  of  any  such  information
requested in accordance with the preceding sentence.

            (g) The Paying  Agent shall make  available at its  Corporate  Trust
Office (either in physical or electronic  form),  during normal  business hours,
upon reasonable advance written notice for review by any Certificateholder,  any
Certificate  Owner, any prospective  Certificate  Owner, the Underwriters,  each
Rating Agency,  the Special Servicers and the Depositor,  solely with respect to
the San Tomas Mortgage  Loan,  the holder of the San Tomas B Note,  originals or
copies of, among other things, the following items: (i) the most recent property
inspection reports in the possession of the Trustee in respect of each Mortgaged
Property and REO Property,  (ii) the most recent Mortgaged Property/REO Property
annual  operating  statement  and rent  roll  (or in the  case of a  residential
cooperative property, the most recent maintenance  schedule),  if any, collected
or  otherwise  obtained by or on behalf of the Master  Servicers  or the Special
Servicers  and delivered to the Paying  Agent,  (iii) any Phase I  Environmental
Report or engineering report prepared or appraisals performed in respect of each
Mortgaged Property;  provided, however, that the Paying Agent shall be permitted
to require payment by the requesting  party (other than either Rating Agency) of
a sum  sufficient  to cover the  reasonable  expenses  actually  incurred by the
Trustee of providing access or copies  (including  electronic or digital copies)
of any such  information  reasonably  requested in accordance with the preceding
sentence.

            Section 5.5 Paying Agent Tax Reports. The Paying Agent shall perform
all reporting and other tax  compliance  duties that are the  responsibility  of
each REMIC Pool and the Class EI Grantor Trust under the Code, REMIC Provisions,
or other compliance guidance issued by the Internal Revenue Service or any state
or local  taxing  authority,  as  applicable.  Consistent  with this Pooling and
Servicing Agreement,  the Paying Agent shall provide or cause to be provided (i)
to the United States Department of Treasury or other Persons (including, but not
limited  to,  the  Transferor  of  a  Class  R-I,  Class  R-II  or  Class  R-III
Certificate,  to a Disqualified  Organization or to an agent that has acquired a
Class R-I,  Class R-II or Class R-III  Certificate  on behalf of a  Disqualified
Organization)  such  information as is necessary for the  application of any tax
relating to the transfer of a Class R-I,  Class R-II or Class R-III  Certificate
to  any  Disqualified  Organization  and  (ii)  to the  Certificateholders  such
information  or reports as are  required by the Code or REMIC  Provisions.  Each
Master  Servicer  shall on a timely  basis  provide  the Paying  Agent with such
information concerning the Mortgage Loans as is necessary for the preparation of
the tax or  information  returns or receipts of each REMIC Pool and the Class EI
Grantor Trust as the Paying Agent may reasonably request from time to time. Each
Special  Servicer is required to provide to the applicable  Master Servicers all
information in its possession  with respect to the Specially  Serviced  Mortgage
Loans in order for such Master  Servicers to comply with its  obligations  under
this Section 5.5. The Paying Agent shall be entitled to conclusively rely on any
such information provided to it by the Master Servicers or the Special Servicers
and shall have no obligation to verify any such information.

                                   ARTICLE VI

                                 DISTRIBUTIONS

            Section 6.1  Distributions  Generally.  Subject to Section  10.2(a),
respecting the final  distribution  on the  Certificates,  on each  Distribution
Date, the Paying Agent shall (1) first,  withdraw from the Distribution  Account
and pay to the Fiscal  Agent and Trustee  any unpaid  fees,  expenses  and other
amounts then  required to be paid pursuant to this  Agreement,  and then, to the
Paying  Agent,  any unpaid fees,  expenses and other amounts then required to be
paid  pursuant  to this  Agreement,  and then at the written  direction  of each
Master Servicer,  withdraw from the Distribution  Account and pay to such Master
Servicers,  the Primary Servicers and the Special Servicers any unpaid servicing
compensation  or other  amounts  currently  required to be paid pursuant to this
Agreement  (to the extent not  previously  retained or  withdrawn  by the Master
Servicers  from the  applicable  Certificate  Accounts),  and (2)  second,  make
distributions in the manner and amounts set forth below.

            Each distribution to Holders of Certificates  shall be made by check
mailed to such Holder's address as it appears on the Certificate Register of the
Certificate  Registrar or, upon written  request to the Paying Agent on or prior
to the related  Record Date (or upon standing  instructions  given to the Paying
Agent on the Closing Date prior to any Record Date,  which  instructions  may be
revoked at any time thereafter upon written notice to the Paying Agent five days
prior to the related Record Date) made by a  Certificateholder  by wire transfer
in immediately  available  funds to an account  specified in the request of such
Certificateholder;  provided that (i)  remittances  to the Paying Agent shall be
made by wire transfer of immediately available funds to the Distribution Account
and the  Reserve  Account;  and (ii) the final  distribution  in  respect of any
Certificate  shall  be  made  only  upon  presentation  and  surrender  of  such
Certificate at such location specified by the Paying Agent in a notice delivered
to Certificateholders pursuant to Section 10.2(a). If any payment required to be
made on the Certificates is to be made on a day that is not a Business Day, then
such  payment  will  be  made  on  the  next  succeeding  Business  Day  without
compensation for such delay. All  distributions or allocations made with respect
to Holders of Certificates of a Class on each Distribution Date shall be made or
allocated among the  outstanding  Interests in such Class in proportion to their
respective initial Certificate  Balances or Percentage Interests for the Class X
Certificates.

            Section 6.2 REMIC I. (a) On each Distribution Date, the Paying Agent
shall be deemed to distribute  to itself on behalf of the Trustee,  as holder of
the REMIC I Regular  Interests,  for the following purposes and in the following
order of priority:

            (i)  from  the  portion  of  the   Available   Distribution   Amount
      attributable to interest  collected or deemed collected on or with respect
      to each Mortgage Loan or REO Property,  Distributable Certificate Interest
      to each Corresponding REMIC I Regular Interest;

            (ii)  from  the  portion  of  the  Available   Distribution   Amount
      attributable to principal collected or deemed collected on or with respect
      to each  Mortgage  Loan or REO  Property,  principal to the  Corresponding
      REMIC I  Regular  Interest  (other  than the  Group  X-Y  REMIC I  Regular
      Interests), until the Certificate Balance thereof is reduced to zero;

            (iii)  any  remaining   funds,  to  reimburse  any  Realized  Losses
      previously  allocated  to the REMIC I Regular  Interests  (other  than the
      Group X-Y REMIC I  Regular  Interests),  plus  interest  on such  Realized
      Losses at the  related  REMIC I Net  Mortgage  Rate  previously  allocated
      thereto; and

            (iv) thereafter, to the Class R-I Certificateholders at such time as
      the Certificate  Balance of all Classes of REMIC I Regular  Interests have
      been reduced to zero, and Realized  Losses  previously  allocated  thereto
      have been reimbursed to the Holders of the REMIC I Regular Interests,  any
      amounts remaining.

            Section  6.3 REMIC II.  (a) On each  Distribution  Date,  the Paying
Agent  shall be deemed to  distribute  to  itself on behalf of the  Trustee,  as
holder of the REMIC II Regular Interests,  for the following purposes and in the
following order of priority:

            (i) (A) an amount equal to  Distributable  Certificate  Interest for
      the  Class  A-1   Certificates,   Class   A-2   Certificates,   Class  A-3
      Certificates, Class A-4 Certificates, Class X-1 Certificates and Class X-2
      Certificates to the REMIC II Regular  Interests,  divided among such REMIC
      II  Regular  Interests  in  proportion  to (x) in the case of the REMIC II
      Regular  Interest A-1A,  REMIC II Regular  Interest A-1B, REMIC II Regular
      Interest A-1C,  REMIC II Regular  Interest A-2A, REMIC II Regular Interest
      A-2B,  REMIC II Regular  Interest  A-2C,  REMIC II Regular  Interest A-2D,
      REMIC II Regular  Interest A-2E,  REMIC II Regular Interest A-2F, REMIC II
      Regular  Interest A-3A,  REMIC II Regular  Interest A-3B, REMIC II Regular
      Interest A-3C,  REMIC II Regular  Interest A-3D, REMIC II Regular Interest
      A-4A,  REMIC II Regular  Interest A-4B and REMIC II Regular Interest A-4C,
      the Accrued Certificate Interest for such Distribution Date and (y) in the
      case of REMIC II Regular  Interest B, REMIC II Regular Interest C-1, REMIC
      II Regular  Interest C-2, REMIC II Regular  Interest C-3, REMIC II Regular
      Interest C-4, REMIC II Regular  Interest D, REMIC II Regular Interest E-1,
      REMIC II  Regular  Interest  E-2,  REMIC II Regular  Interest  F, REMIC II
      Regular  Interest  G,  REMIC II  Regular  Interest  H-1,  REMIC II Regular
      Interest H-2,  REMIC II Regular  Interest J, REMIC II Regular  Interest K,
      REMIC II Regular Interest L, REMIC II Regular Interest M, REMIC II Regular
      Interest  N and  REMIC  II  Regular  Interest  O, the  product  of (1) the
      Certificate Balance of such Interest and (2) one-twelfth of the sum of the
      related Class X-1 Strip Rate and the related Class X-2 Strip Rate (if any)
      and (B) an amount  equal to  Distributable  Certificate  Interest  for the
      Class X-Y  Certificates to REMIC II Regular Interest X-Y;

            (ii) to REMIC II Regular  Interest A-1A,  REMIC II Regular  Interest
      A-1B,  REMIC II Regular  Interest  A-1C,  REMIC II Regular  Interest A-2A,
      REMIC II Regular  Interest A-2B,  REMIC II Regular Interest A-2C, REMIC II
      Regular  Interest A-2D,  REMIC II Regular  Interest A-2E, REMIC II Regular
      Interest A-2F,  REMIC II Regular  Interest A-3A, REMIC II Regular Interest
      A-3B,  REMIC II Regular  Interest  A-3C,  REMIC II Regular  Interest A-3D,
      REMIC II Regular  Interest A-4A,  REMIC II Regular Interest A-4B and REMIC
      II  Regular  Interest  A-4C,  in  reduction  of the  Certificate  Balances
      thereof,  in an amount up to the  Principal  Distribution  Amount for such
      Distribution  Date: (A) first, to REMIC II Regular Interest A-1A until the
      Certificate  Balance of REMIC II Regular Interest A-1A is reduced to zero,
      and upon  payment in full of the  Certificate  Balance of REMIC II Regular
      Interest   A-1A,  to  REMIC  II  Regular   Interest  A-1B,  the  Principal
      Distribution  Amount for such  Distribution  Date  (reduced by any portion
      thereof deemed to be distributed to REMIC II Regular Interest A-1A), until
      the Certificate Balance of REMIC II Regular Interest A-1B has been reduced
      to zero, and upon payment in full of the  Certificate  Balance of REMIC II
      Regular  Interest  A-1B, to REMIC II Regular  Interest A-1C, the Principal
      Distribution  Amount for such  Distribution  Date  (reduced by any portion
      thereof  deemed to be  distributed  to REMIC II Regular  Interest A-1A and
      A-1B), until the Certificate Balance of REMIC II Regular Interest A-1C has
      been reduced to zero, (B) second,  to REMIC II Regular  Interest A-2A, the
      Principal  Distribution  Amount for such Distribution Date (reduced by any
      portion  thereof  deemed to be  distributed  to REMIC II Regular  Interest
      A-1A, A-1B and A-1C),  until the  Certificate  Balance of REMIC II Regular
      Interest  A-2A has been  reduced to zero,  and upon payment in full of the
      Certificate Balance of REMIC II Regular Interest A-2A, to REMIC II Regular
      Interest A-2B,  the Principal  Distribution  Amount for such  Distribution
      Date (reduced by any portion  thereof deemed to be distributed to REMIC II
      Regular Interest A-1A, A-1B, A-1C and A-2A), until the Certificate Balance
      of REMIC II  Regular  Interest  A-2B has been  reduced  to zero,  and upon
      payment in full of the  Certificate  Balance of REMIC II Regular  Interest
      A-2B, to REMIC II Regular Interest A-2C, the Principal Distribution Amount
      for such  Distribution  Date (reduced by any portion  thereof deemed to be
      distributed to REMIC II Regular Interest A-1A, A-1B, A-1C, A-2A and A-2B),
      until the Certificate  Balance of REMIC II Regular  Interest A-2C has been
      reduced to zero,  and upon payment in full of the  Certificate  Balance of
      REMIC II Regular  Interest  A-2C, to REMIC II Regular  Interest  A-2D, the
      Principal  Distribution  Amount for such Distribution Date (reduced by any
      portion  thereof  deemed to be  distributed  to REMIC II Regular  Interest
      A-1A, A-1B, A-1C, A-2A. A-2B and A-2C),  until the Certificate  Balance of
      REMIC II Regular  Interest A-2D has been reduced to zero, and upon payment
      in full of the Certificate  Balance of REMIC II Regular  Interest A-2D, to
      REMIC II Regular Interest A-2E, the Principal Distribution Amount for such
      Distribution Date (reduced by any portion thereof deemed to be distributed
      to REMIC II Regular  Interests  A-1A,  A-1B,  A-1C,  A-2A,  A-2B, A-2C and
      A-2D), until the Certificate Balance of REMIC II Regular Interest A-2E has
      been reduced to zero, and upon payment in full of the Certificate  Balance
      of REMIC II Regular Interest A-2E, to REMIC II Regular Interests A-2F, the
      Principal  Distribution  Amount for such Distribution Date (reduced by any
      portion  thereof deemed to be  distributed  to REMIC II Regular  Interests
      A-1A, A-1B, A-1C, A-2A, A-2B, A-2C, A-2D and A-2E),  until the Certificate
      Balance of REMIC II Regular  Interest  A-2F has been reduced to zero,  (C)
      third, to REMIC II Regular Interest A-3A until the Certificate  Balance of
      REMIC II Regular  Interest  A-3A is reduced to zero,  and upon  payment in
      full of the  Certificate  Balance of REMIC II Regular  Interest  A-3A,  to
      REMIC II Regular Interest A-3B, the Principal Distribution Amount for such
      Distribution Date (reduced by any portion thereof deemed to be distributed
      to REMIC II Regular Interest A-3A), until the Certificate Balance of REMIC
      II Regular  Interest  A-3B has been  reduced to zero,  and upon payment in
      full of the  Certificate  Balance of REMIC II Regular  Interest  A-3B,  to
      REMIC II Regular Interest A-3C, the Principal Distribution Amount for such
      Distribution Date (reduced by any portion thereof deemed to be distributed
      to REMIC II  Regular  Interests  A-3A and  A-3B),  until  the  Certificate
      Balance of REMIC II Regular  Interest  A-3C has been reduced to zero,  and
      upon  payment  in full of the  Certificate  Balance  of REMIC  II  Regular
      Interest   A-3C,  to  REMIC  II  Regular   Interest  A-3D,  the  Principal
      Distribution  Amount for such  Distribution  Date  (reduced by any portion
      thereof deemed to be distributed to REMIC II Regular  Interests A-3A, A-3B
      and A-3C), until the Certificate Balance of REMIC II Regular Interest A-3D
      has been reduced to zero and (D) fourth, to REMIC II Regular Interest A-4A
      until the Certificate Balance of REMIC II Regular Interest A-4A is reduced
      to zero, and upon payment in full of the  Certificate  Balance of REMIC II
      Regular  Interest  A-4A, to REMIC II Regular  Interest A-4B, the Principal
      Distribution  Amount for such  Distribution  Date  (reduced by any portion
      thereof deemed to be distributed to REMIC II Regular Interest A-4A), until
      the Certificate Balance of REMIC II Regular Interest A-4B has been reduced
      to zero, and upon payment in full of the  Certificate  Balance of REMIC II
      Regular  Interest  A-4B, to REMIC II Regular  Interest A-4C, the Principal
      Distribution  Amount for such  Distribution  Date  (reduced by any portion
      thereof deemed to be  distributed  to REMIC II Regular  Interests A-4A and
      A-4B), until the Certificate Balance of REMIC II Regular Interest A-4C has
      been reduced to zero.

            (iii)  (A) to REMIC  II  Regular  Interest  A-1A,  REMIC II  Regular
      Interest A-1B,  REMIC II Regular  Interest A-1C, REMIC II Regular Interest
      A-2A,  REMIC II Regular  Interest  A-2B,  REMIC II Regular  Interest A-2C,
      REMIC II Regular  Interest A-2D,  REMIC II Regular Interest A-2E, REMIC II
      Regular  Interest A-2F,  REMIC II Regular  Interest A-3A, REMIC II Regular
      Interest A-3B,  REMIC II Regular  Interest A-3C, REMIC II Regular Interest
      A-3D,  REMIC II Regular  Interest  A-4A,  REMIC II Regular  Interest A-4B,
      REMIC II Regular  Interest  A-4C,  REMIC II Regular  Interest  B, REMIC II
      Regular  Interest C-1,  REMIC II Regular  Interest  C-2,  REMIC II Regular
      Interest C-3, REMIC II Regular  Interest C-4, REMIC II Regular Interest D,
      REMIC II Regular  Interest E-1,  REMIC II Regular  Interest E-2,  REMIC II
      Regular Interest F, REMIC II Regular Interest G, REMIC II Regular Interest
      H-1,  REMIC II Regular  Interest H-2,  REMIC Regular  Interest J, REMIC II
      Regular Interest K, REMIC II Regular Interest L, REMIC II Regular Interest
      M, REMIC II Regular  Interest N and REMIC II Regular  Interest O, pro rata
      on the basis of their respective  entitlements to reimbursement  described
      in this clause (iii), to reimburse any Realized Interest Losses previously
      allocated to REMIC II Regular  Interest  A-1A,  REMIC II Regular  Interest
      A-1B,  REMIC II Regular  Interest  A-1C,  REMIC II Regular  Interest A-2A,
      REMIC II Regular  Interest A-2B,  REMIC II Regular Interest A-2C, REMIC II
      Regular  Interest A-2D,  REMIC II Regular  Interest A-2E, REMIC II Regular
      Interest A-2F,  REMIC II Regular  Interest A-3A, REMIC II Regular Interest
      A-3B,  REMIC II Regular  Interest  A-3C,  REMIC II Regular  Interest A-3D,
      REMIC II Regular  Interest A-4A,  REMIC II Regular Interest A-4B, REMIC II
      Regular  Interest  A-4C,  REMIC II  Regular  Interest  B, REMIC II Regular
      Interest C-1,  REMIC II Regular  Interest C-2,  REMIC II Regular  Interest
      C-3, REMIC II Regular  Interest C-4, REMIC II Regular Interest D, REMIC II
      Regular  Interest E-1,  REMIC II Regular  Interest  E-2,  REMIC II Regular
      Interest F, REMIC II Regular  Interest G, REMIC II Regular  Interest  H-1,
      REMIC II Regular  Interest H-2, REMIC Regular Interest J, REMIC II Regular
      Interest  K, REMIC II Regular  Interest  L, REMIC II Regular  Interest  M,
      REMIC II Regular  Interest N and REMIC II Regular  Interest  O, and in the
      case of all such Interests other than the REMIC II Regular  Interest A-1A,
      REMIC II Regular  Interest A-1B,  REMIC II Regular Interest A-1C, REMIC II
      Regular  Interest A-2A,  REMIC II Regular  Interest A-2B, REMIC II Regular
      Interest A-2C,  REMIC II Regular  Interest A-2D, REMIC II Regular Interest
      A-2E,  REMIC II Regular  Interest  A-2F,  REMIC II Regular  Interest A-3A,
      REMIC II Regular  Interest A-3B,  REMIC II Regular Interest A-3C, REMIC II
      Regular  Interest A-3D,  REMIC II Regular  Interest A-4A, REMIC II Regular
      Interest  A-4B and  REMIC II  Regular  Interest  A-4C,  as a result of the
      allocation of Realized Interest Losses to the Class X Certificates, and in
      the case of all such Interests,  inclusive of one month's  interest at the
      applicable  Pass-Through Rate on such Realized Interest Losses, and (B) to
      reimburse any Realized  Interest Losses  previously  allocated to REMIC II
      Regular  Interest X-Y as a result of the  allocation of Realized  Interest
      Losses to the Class X-Y Certificates;

            (iv)  to  REMIC  II  Regular   Interest  B,  the  remainder  of  the
      Distributable Certificate Interest for such Interest for such Distribution
      Date to the extent not distributed pursuant to clause (i) above;

            (v) upon  payment in full of the  Certificate  Balances  of REMIC II
      Regular  Interest A-4C, to the REMIC II Regular  Interest B, the Principal
      Distribution  Amount for such  Distribution  Date  (reduced by any portion
      thereof  deemed to be  distributed  pursuant to the  preceding  provisions
      hereof),  until the Certificate Balance of REMIC II Regular Interest B has
      been reduced to zero;

            (vi) to REMIC II Regular  Interest B, to reimburse any  unreimbursed
      Realized  Losses  previously   allocated   thereto,   to  the  extent  not
      distributed  pursuant to clause (iii) above,  plus one month's interest at
      the applicable Pass-Through Rate on such Realized Losses;

            (vii) to REMIC II Regular  Interest C-1,  REMIC II Regular  Interest
      C-2, REMIC II Regular  Interest C-3 and REMIC II Regular Interest C-4, the
      remainder of the Distributable  Certificate Interest for such Interest for
      such Distribution  Date,  divided among such REMIC II Regular Interests in
      proportion to the Accrued Certificate Interest for such Distribution Date,
      to the extent not distributed pursuant to clause (i) above;

            (viii)upon  payment in full of the  Certificate  Balance of REMIC II
      Regular  Interest  B, to REMIC II  Regular  Interest  C-1,  the  Principal
      Distribution  Amount for such  Distribution  Date  (reduced by any portion
      thereof  deemed to be  distributed  pursuant to the  preceding  provisions
      hereof),  until the Certificate  Balance of REMIC II Regular  Interest C-1
      has been  reduced to zero,  and upon  payment  in full of the  Certificate
      Balance of REMIC II Regular  Interest  C-1,  to REMIC II Regular  Interest
      C-2, the Principal Distribution Amount for such Distribution Date (reduced
      by any portion thereof deemed to be distributed  pursuant to the preceding
      provisions  hereof),  until the  Certificate  Balance  of REMIC II Regular
      Interest  C-2 has been  reduced to zero,  and upon  payment in full of the
      Certificate  Balance of REMIC II Regular Interest C-2, to REMIC II Regular
      Interest C-3, the Principal Distribution Amount for such Distribution Date
      (reduced by any portion  thereof deemed to be distributed  pursuant to the
      preceding  provisions  hereof),  until the Certificate Balance of REMIC II
      Regular Interest C-3 has been reduced to zero, and upon payment in full of
      the  Certificate  Balance of REMIC II Regular  Interest  C-3,  to REMIC II
      Regular  Interest  C-4,  the  Principal   Distribution   Amount  for  such
      Distribution Date (reduced by any portion thereof deemed to be distributed
      pursuant  to the  preceding  provisions  hereof),  until  the  Certificate
      Balance of REMIC II Regular Interest C-4 has been reduced to zero;

            (ix) to REMIC II Regular  Interest  C-1,  REMIC II Regular  Interest
      C-2,  REMIC II Regular  Interest C-3 and REMIC II Regular  Interest C-4 to
      reimburse any unreimbursed  Realized Losses previously  allocated thereto,
      to the extent not  distributed  pursuant to clause (iii)  above,  plus one
      month's  interest at the  applicable  Pass-Through  Rate on such  Realized
      Losses,  pro  rata  on the  basis  of  their  respective  entitlements  to
      reimbursement;

            (x)  to  REMIC  II  Regular   Interest  D,  the   remainder  of  the
      Distributable Certificate Interest for such Interest for such Distribution
      Date, to the extent not distributed pursuant to clause (i) above;

            (xi) upon  payment  in full of the  Certificate  Balance of REMIC II
      Regular  Interest  C-4,  to REMIC II  Regular  Interest  D, the  Principal
      Distribution  Amount for such  Distribution  Date  (reduced by any portion
      thereof  deemed to be  distributed  pursuant to the  preceding  provisions
      hereof),  until the Certificate Balance of the REMIC II Regular Interest D
      has been reduced to zero;

            (xii) to REMIC II Regular  Interest D, to reimburse any unreimbursed
      Realized  Losses  previously   allocated   thereto,   to  the  extent  not
      distributed  pursuant to clause (iii) above,  plus one month's interest at
      the applicable Pass-Through Rate on such Realized Losses;

            (xiii)to REMIC II Regular Interest E-1 and REMIC II Regular Interest
      E-2, the  remainder  of the  Distributable  Certificate  Interest for such
      Interests for such Distribution  Date, divided among such REMIC II Regular
      Interests  in  proportion  to the Accrued  Certificate  Interest  for such
      Distribution  Date, to the extent not  distributed  pursuant to clause (i)
      above;

            (xiv) upon  payment in full of the  Certificate  Balance of REMIC II
      Regular  Interest  D, to REMIC II  Regular  Interest  E-1,  the  Principal
      Distribution  Amount for such  Distribution  Date  (reduced by any portion
      thereof  deemed to be  distributed  pursuant to the  preceding  provisions
      hereof),  until the Certificate  Balance of REMIC II Regular  Interest E-1
      has been  reduced to zero,  and upon  payment  in full of the  Certificate
      Balance of REMIC II Regular  Interest  E-1,  to REMIC II Regular  Interest
      E-2, the Principal Distribution Amount for such Distribution Date (reduced
      by any portion thereof deemed to be distributed  pursuant to the preceding
      provisions  hereof),  until the  Certificate  Balance  of REMIC II Regular
      Interest E-2 has been reduced to zero;

            (xv) to REMIC II Regular  Interest E-1 and REMIC II Regular Interest
      E-2, to reimburse any unreimbursed  Realized Losses  previously  allocated
      thereto,  to the extent not  distributed  pursuant to clause  (iii) above,
      plus one month's  interest  at the  applicable  Pass-Through  Rate on such
      Realized Losses, pro rata on the basis of their respective entitlements to
      reimbursement;

            (xvi)  to  REMIC  II  Regular  Interest  F,  the  remainder  of  the
      Distributable Certificate Interest for such Interest for such Distribution
      Date to the extent not distributed pursuant to clause (i) above;

            (xvii)upon  payment in full of the  Certificate  Balance of REMIC II
      Regular  Interest  E-2,  to REMIC II  Regular  Interest  F, the  Principal
      Distribution  Amount for such  Distribution  Date  (reduced by any portion
      thereof  deemed to be  distributed  pursuant to the  preceding  provisions
      hereof),  until the Certificate Balance of REMIC II Regular Interest F has
      been reduced to zero;

            (xviii)  to  REMIC  II  Regular   Interest  F,  to   reimburse   any
      unreimbursed  Realized Losses previously  allocated thereto, to the extent
      not distributed  pursuant to clause (iii) above, plus one month's interest
      at the applicable Pass-Through Rate on such Realized Losses;

            (xix)  to  REMIC  II  Regular  Interest  G,  the  remainder  of  the
      Distributable Certificate Interest for such Interest for such Distribution
      Date to the extent not distributed pursuant to clause (i) above;

            (xx) upon  payment  in full of the  Certificate  Balance of REMIC II
      Regular  Interest  F, to  REMIC  II  Regular  Interest  G,  the  Principal
      Distribution  Amount for such  Distribution  Date  (reduced by any portion
      thereof  deemed to be  distributed  pursuant to the  preceding  provisions
      hereof),  until the Certificate Balance of REMIC II Regular Interest G has
      been reduced to zero;

            (xxi) to REMIC II Regular  Interest G, to reimburse any unreimbursed
      Realized  Losses  previously   allocated   thereto,   to  the  extent  not
      distributed  pursuant to clause (iii) above,  plus one month's interest at
      the applicable Pass-Through Rate on such Realized Losses;

            (xxii)to REMIC II Regular Interest H-1 and REMIC II Regular Interest
      H-2, the  remainder  of the  Distributable  Certificate  Interest for such
      Interest for such Distribution Date to the extent not distributed pursuant
      to clause (i) above;

            (xxiii) upon payment in full of the Certificate  Balance of REMIC II
      Regular  Interest  G, to REMIC II  Regular  Interest  H-1,  the  Principal
      Distribution  Amount for such  Distribution  Date  (reduced by any portion
      thereof  deemed to be  distributed  pursuant to the  preceding  provisions
      hereof),  until the Certificate  Balance of REMIC II Regular  Interest H-1
      has been  reduced to zero,  and upon  payment  in full of the  Certificate
      Balance of REMIC II Regular  Interest  H-1,  to REMIC II Regular  Interest
      H-2, the Principal Distribution Amount for such Distribution Date (reduced
      by any portion thereof deemed to be distributed  pursuant to the preceding
      provisions  hereof),  until the  Certificate  Balance  of REMIC II Regular
      Interest H-2 has been reduced to zero;

            (xxiv)to REMIC II Regular Interest H-1 and REMIC II Regular Interest
      H-2, to reimburse any unreimbursed  Realized Losses  previously  allocated
      thereto,  to the extent not  distributed  pursuant to clause  (iii) above,
      plus one month's  interest  at the  applicable  Pass-Through  Rate on such
      Realized Losses;

            (xxv)  to  REMIC  II  Regular  Interest  J,  the  remainder  of  the
      Distributable Certificate Interest for such Interest for such Distribution
      Date to the extent not distributed pursuant to clause (i) above;

            (xxvi)upon  payment in full of the  Certificate  Balance of REMIC II
      Regular  Interest  H-2,  to REMIC II  Regular  Interest  J, the  Principal
      Distribution  Amount for such  Distribution  Date  (reduced by any portion
      thereof  deemed to be  distributed  pursuant to the  preceding  provisions
      hereof),  until the Certificate Balance of REMIC II Regular Interest J has
      been reduced to zero;

            (xxvii)  to  REMIC  II  Regular   Interest  J,  to   reimburse   any
      unreimbursed  Realized Losses previously  allocated thereto, to the extent
      not distributed  pursuant to clause (iii) above, plus one month's interest
      at the applicable Pass-Through Rate on such Realized Losses;

            (xxviii)  to REMIC II  Regular  Interest  K,  the  remainder  of the
      Distributable Certificate Interest for such Interest for such Distribution
      Date to the extent not distributed pursuant to clause (i) above;

            (xxix)upon  payment in full of the  Certificate  Balance of REMIC II
      Regular  Interest  J, to  REMIC  II  Regular  Interest  K,  the  Principal
      Distribution  Amount for such  Distribution  Date  (reduced by any portion
      thereof  deemed to be  distributed  pursuant to the  preceding  provisions
      hereof),  until the Certificate Balance of REMIC II Regular Interest K has
      been reduced to zero;

            (xxx) to REMIC II Regular  Interest K, to reimburse any unreimbursed
      Realized  Losses  previously   allocated   thereto,   to  the  extent  not
      distributed  pursuant to clause (iii) above,  plus one month's interest at
      the applicable Pass-Through Rate on such Realized Losses;

            (xxxi)to  REMIC  II  Regular   Interest  L,  the  remainder  of  the
      Distributable Certificate Interest for such Interest for such Distribution
      Date to the extent not distributed pursuant to clause (i) above;

            (xxxii) upon payment in full of the Certificate  Balance of REMIC II
      Regular  Interest  K, to  REMIC  II  Regular  Interest  L,  the  Principal
      Distribution  Amount for such  Distribution  Date  (reduced by any portion
      thereof  deemed to be  distributed  pursuant to the  preceding  provisions
      hereof),  until the Certificate Balance of REMIC II Regular Interest L has
      been reduced to zero;

            (xxxiii)  to  REMIC  II  Regular   Interest  L,  to  reimburse   any
      unreimbursed  Realized Losses previously  allocated thereto, to the extent
      not distributed  pursuant to clause (iii) above, plus one month's interest
      at the applicable Pass-Through Rate on such Realized Losses;

            (xxxiv)  to REMIC  II  Regular  Interest  M,  the  remainder  of the
      Distributable Certificate Interest for such Interest for such Distribution
      Date to the extent not distributed pursuant to clause (i) above;

            (xxxv)upon  payment in full of the  Certificate  Balance of REMIC II
      Regular  Interest  L, to  REMIC  II  Regular  Interest  M,  the  Principal
      Distribution  Amount for such  Distribution  Date  (reduced by any portion
      thereof  deemed to be  distributed  pursuant to the  preceding  provisions
      hereof),  until the Certificate Balance of REMIC II Regular Interest M has
      been reduced to zero;

            (xxxvi)  to  REMIC  II  Regular   Interest  M,  to   reimburse   any
      unreimbursed  Realized Losses previously  allocated thereto, to the extent
      not distributed  pursuant to clause (iii) above, plus one month's interest
      at the applicable Pass-Through Rate on such Realized Losses;

            (xxxvii)  to REMIC II  Regular  Interest  N,  the  remainder  of the
      Distributable Certificate Interest for such Interest for such Distribution
      Date to the extent not distributed pursuant to clause (i) above;

            (xxxviii) upon payment in full of the  Certificate  Balance of REMIC
      II Regular  Interest  M, to REMIC II  Regular  Interest  N, the  Principal
      Distribution  Amount for such  Distribution  Date  (reduced by any portion
      thereof  deemed to be  distributed  pursuant to the  preceding  provisions
      hereof),  until the Certificate Balance of REMIC II Regular Interest N has
      been reduced to zero;

            (xxxix)  to  REMIC  II  Regular   Interest  N,  to   reimburse   any
      unreimbursed  Realized Losses previously  allocated thereto, to the extent
      not distributed  pursuant to clause (iii) above, plus one month's interest
      at the applicable Pass-Through Rate on such Realized Losses;

            (xl)  to  REMIC  II  Regular   Interest  O,  the  remainder  of  the
      Distributable Certificate Interest for such Interest for such Distribution
      Date to the extent not distributed pursuant to clause (i) above;

            (xli) upon  payment in full of the  Certificate  Balance of REMIC II
      Regular  Interest  N, to  REMIC  II  Regular  Interest  O,  the  Principal
      Distribution  Amount for such  Distribution  Date  (reduced by any portion
      thereof  deemed to be  distributed  pursuant to the  preceding  provisions
      hereof),  until the Certificate Balance of REMIC II Regular Interest O has
      been reduced to zero;

            (xlii)to REMIC II Regular  Interest O, to reimburse any unreimbursed
      Realized  Losses  previously   allocated   thereto,   to  the  extent  not
      distributed  pursuant to clause (iii) above,  plus one month's interest at
      the applicable Pass-Through Rate on such Realized Losses;

            (xliii)  thereafter,  to the Class R-II  Certificateholders  at such
      time as the  Certificate  Balances  of all  Classes  of REMIC  II  Regular
      Interests  have been  reduced  to zero,  and  Realized  Losses  previously
      allocated  thereto have been reimbursed to the Holders of REMIC II Regular
      Interests, any amounts remaining.

            Section 6.4 Reserved.

            Section 6.5 REMIC III.  (a) On each  Distribution  Date,  the Paying
Agent  shall  withdraw  from the  Distribution  Account  an amount  equal to the
Available  Distribution  Amount and shall distribute such amount (other than the
amount  attributable to Excess Interest which shall be distributed in accordance
with Section 6.5(c)) and Excess  Liquidation  Proceeds in the following  amounts
and order of priority:

            (i)  to the  Holders  of  the  Class  A-1  Certificates,  Class  A-2
      Certificates,  Class A-3 Certificates,  Class A-4 Certificates,  Class X-1
      Certificates,   Class  X-2  Certificates   and  Class  X-Y   Certificates,
      Distributable Certificate Interest for such Distribution Date, pro rata in
      proportion to the Distributable  Certificate Interest payable to each such
      Class;

            (ii) to the Holders of the Class A-1, Class A-2, Class A-3 and Class
      A-4 in reduction of the Certificate  Balances thereof,  in an amount up to
      the Principal  Distribution  Amount for such Distribution  Date: first, to
      the  Holders of the Class A-1  Certificates,  the  Principal  Distribution
      Amount for such Distribution Date until the Certificate Balance thereof is
      reduced to zero; second, upon payment in full of the aggregate Certificate
      Balance  of the Class A-1  Certificates,  to the  holders of the Class A-2
      Certificates, the Principal Distribution Amount for such Distribution Date
      (reduced by any prior distributions thereof hereunder) until the aggregate
      Certificate  Balance  of the Class A-2  Certificates  has been  reduced to
      zero; third, upon payment in full of the aggregate  Certificate Balance of
      the Class A-2 Certificates,  to the holders of the Class A-3 Certificates,
      the Principal  Distribution  Amount for such Distribution Date (reduced by
      any prior distributions thereof hereunder) until the aggregate Certificate
      Balance of the Class A-3  Certificates  has been reduced to zero;  fourth,
      upon payment in full of the aggregate Certificate Balance of the Class A-3
      Certificates, to the holders of the Class A-4 Certificates,  the Principal
      Distribution  Amount  for such  Distribution  Date  (reduced  by any prior
      distributions  thereof hereunder) until the aggregate  Certificate Balance
      of the Class A-4 Certificates has been reduced to zero

            (iii)  to the  Holders  of  the  Class  A  Certificates,  Class  X-1
      Certificates,  Class X-2 Certificates and Class X-Y Certificates, pro rata
      (treating  principal  and interest  losses  separately),  to reimburse any
      Realized  Losses  previously  allocated  thereto and not previously  fully
      reimbursed,  plus one month's interest at the applicable Pass-Through Rate
      on such Realized Losses;

            (iv)  to the  Holders  of the  Class B  Certificates,  Distributable
      Certificate Interest for such Distribution Date;

            (v) upon payment in full of the Certificate Balance of the Class A-4
      Certificates,  to the Holders of the Class B  Certificates,  the Principal
      Distribution  Amount  for such  Distribution  Date  (reduced  by any prior
      distributions  thereof  hereunder),  until the Certificate  Balance of the
      Class B Certificates has been reduced to zero;

            (vi) to the Holders of the Class B  Certificates,  to reimburse  any
      Realized  Losses  previously  allocated  thereto and not previously  fully
      reimbursed,  plus one month's interest at the applicable Pass-Through Rate
      on such Realized Losses;

            (vii) to the  Holders  of the  Class C  Certificates,  Distributable
      Certificate Interest for such Distribution Date;

            (viii)upon payment in full of the Certificate Balance of the Class B
      Certificates,  to the Holders of the Class C  Certificates,  the Principal
      Distribution  Amount  for such  Distribution  Date  (reduced  by any prior
      distributions  thereof  hereunder),  until the Certificate  Balance of the
      Class C Certificates has been reduced to zero;

            (ix) to the Holders of the Class C  Certificates,  to reimburse  any
      Realized  Losses  previously  allocated  thereto and not previously  fully
      reimbursed,  plus one month's interest at the applicable Pass-Through Rate
      on such Realized Losses;

            (x) to  the  Holders  of the  Class  D  Certificates,  Distributable
      Certificate Interest for such Distribution Date;

            (xi) upon payment in full of the Certificate  Balance of the Class C
      Certificates,  to the Holders of the Class D  Certificates,  the Principal
      Distribution  Amount  for such  Distribution  Date  (reduced  by any prior
      distributions  thereof  hereunder),  until the Certificate  Balance of the
      Class D Certificates has been reduced to zero;

            (xii) to the Holders of the Class D  Certificates,  to reimburse any
      Realized  Losses  previously  allocated  thereto and not previously  fully
      reimbursed,  plus one month's interest at the applicable Pass-Through Rate
      on such Realized Losses;

            (xiii) to the  Holders  of the Class E  Certificates,  Distributable
      Certificate Interest for such Distribution Date;

            (xiv) upon payment in full of the Certificate Balance of the Class D
      Certificates,  to the Holders of the Class E  Certificates,  the Principal
      Distribution  Amount  for such  Distribution  Date  (reduced  by any prior
      distributions  thereof  hereunder),  until the Certificate  Balance of the
      Class E Certificates has been reduced to zero;

            (xv) to the Holders of the Class E  Certificates,  to reimburse  any
      Realized  Losses  previously  allocated  thereto and not previously  fully
      reimbursed,  plus one month's interest at the applicable Pass-Through Rate
      on such Realized Losses;

            (xvi) to the  Holders  of the  Class F  Certificates,  Distributable
      Certificate Interest for such Distribution Date;

            (xvii)upon payment in full of the Certificate Balance of the Class E
      Certificates,  to the Holders of the Class F  Certificates,  the Principal
      Distribution  Amount  for such  Distribution  Date  (reduced  by any prior
      distributions  thereof  hereunder),  until the Certificate  Balance of the
      Class F Certificates has been reduced to zero;

            (xviii) to the Holders of the Class F Certificates, to reimburse any
      Realized  Losses  previously  allocated  thereto and not previously  fully
      reimbursed,  plus one month's interest at the applicable Pass-Through Rate
      on such Realized Losses;

            (xix) to the  Holders  of the  Class G  Certificates,  Distributable
      Certificate Interest for such Distribution Date;

            (xx) upon payment in full of the Certificate  Balance of the Class F
      Certificates,  to the Holders of the Class G  Certificates,  the Principal
      Distribution  Amount  for such  Distribution  Date  (reduced  by any prior
      distributions  thereof  hereunder),  until the Certificate  Balance of the
      Class G Certificates has been reduced to zero;

            (xxi) to the Holders of the Class G  Certificates,  to reimburse any
      Realized  Losses  previously  allocated  thereto and not previously  fully
      reimbursed,  plus one month's interest at the applicable Pass-Through Rate
      on such Realized Losses;

            (xxii) to the  Holders  of the Class H  Certificates,  Distributable
      Certificate Interest for such Distribution Date;

            (xxiii) upon payment in full of the Certificate Balance of the Class
      G Certificates, to the Holders of the Class H Certificates,  the Principal
      Distribution  Amount  for such  Distribution  Date  (reduced  by any prior
      distributions  thereof  hereunder),  until the Certificate  Balance of the
      Class H Certificates has been reduced to zero;

            (xxiv)to the Holders of the Class H  Certificates,  to reimburse any
      Realized  Losses  previously  allocated  thereto and not previously  fully
      reimbursed,  plus one month's interest at the applicable Pass-Through Rate
      on such Realized Losses;

            (xxv) to the  Holders  of the  Class J  Certificates,  Distributable
      Certificate Interest for such Distribution Date;

            (xxvi)upon payment in full of the Certificate Balance of the Class H
      Certificates,  to the Holders of the Class J  Certificates,  the Principal
      Distribution  Amount  for such  Distribution  Date  (reduced  by any prior
      distributions  thereof  hereunder),  until the Certificate  Balance of the
      Class J Certificates has been reduced to zero;

            (xxvii) to the Holders of the Class J Certificates, to reimburse any
      Realized  Losses  previously  allocated  thereto and not previously  fully
      reimbursed,  plus one month's interest at the applicable Pass-Through Rate
      on such Realized Losses;

            (xxviii) to the Holders of the Class K  Certificates,  Distributable
      Certificate Interest for such Distribution Date;

            (xxix)upon payment in full of the Certificate Balance of the Class J
      Certificates,  to the Holders of the Class K  Certificates,  the Principal
      Distribution  Amount  for such  Distribution  Date  (reduced  by any prior
      distributions  thereof  hereunder),  until the Certificate  Balance of the
      Class K Certificates has been reduced to zero;

            (xxx) to the Holders of the Class K  Certificates,  to reimburse any
      Realized  Losses  previously  allocated  thereto and not previously  fully
      reimbursed,  plus one month's interest at the applicable Pass-Through Rate
      on such Realized Losses;

            (xxxi) to the  Holders  of the Class L  Certificates,  Distributable
      Certificate Interest for such Distribution Date;

            (xxxii) upon payment in full of the Certificate Balance of the Class
      K Certificates, to the Holders of the Class L Certificates,  the Principal
      Distribution  Amount  for such  Distribution  Date  (reduced  by any prior
      distributions  thereof  hereunder),  until the Certificate  Balance of the
      Class L Certificates has been reduced to zero;

            (xxxiii) to the Holders of the Class L  Certificates,  to  reimburse
      any Realized Losses previously  allocated thereto and not previously fully
      reimbursed,  plus one month's interest at the applicable Pass-Through Rate
      on such Realized Losses;

            (xxxiv) to the  Holders of the Class M  Certificates,  Distributable
      Certificate Interest for such Distribution Date;

            (xxxv)upon payment in full of the Certificate Balance of the Class L
      Certificates,  to the Holders of the Class M  Certificates,  the Principal
      Distribution  Amount  for such  Distribution  Date  (reduced  by any prior
      distributions  thereof  hereunder),  until the Certificate  Balance of the
      Class M Certificates has been reduced to zero;

            (xxxvi) to the Holders of the Class M Certificates, to reimburse any
      Realized  Losses  previously  allocated  thereto and not previously  fully
      reimbursed,  plus one month's interest at the applicable Pass-Through Rate
      on such Realized Losses;

            (xxxvii) to the Holders of the Class N  Certificates,  Distributable
      Certificate Interest for such Distribution Date;

            (xxxviii)  upon  payment in full of the  Certificate  Balance of the
      Class M  Certificates,  to the  Holders of the Class N  Certificates,  the
      Principal  Distribution  Amount for such Distribution Date (reduced by any
      prior distributions  thereof hereunder),  until the Certificate Balance of
      the Class N Certificates has been reduced to zero;

            (xxxix) to the Holders of the Class N Certificates, to reimburse any
      Realized  Losses  previously  allocated  thereto and not previously  fully
      reimbursed,  plus one month's interest at the applicable Pass-Through Rate
      on such Realized Losses;

            (xl)  to the  Holders  of the  Class O  Certificates,  Distributable
      Certificate Interest for such Distribution Date;

            (xli) upon payment in full of the Certificate Balance of the Class N
      Certificates,  to the Holders of the Class O  Certificates,  the Principal
      Distribution  Amount  for such  Distribution  Date  (reduced  by any prior
      distributions  thereof  hereunder),  until the Certificate  Balance of the
      Class O Certificates has been reduced to zero;

            (xlii)to the Holders of the Class O  Certificates,  to reimburse any
      Realized  Losses  previously  allocated  thereto and not previously  fully
      reimbursed,  plus one month's interest at the applicable Pass-Through Rate
      on such Realized Losses; and

            (xliii) to the Holders of the Class R-III  Certificates at such time
      as  the  Certificate   Balances  of  all  Classes  of  REMIC  III  Regular
      Certificates  have been reduced to zero,  and Realized  Losses  previously
      allocated to each Holder have been  reimbursed to the Holders of the REMIC
      III  Regular  Certificates,  any  amounts  remaining  on  deposit  in  the
      Distribution Account.

            Notwithstanding  the foregoing,  on each Distribution Date occurring
on or after the earliest  date, if any, upon which the  Certificate  Balances of
all the Classes of  Subordinate  Certificates  have been  reduced to zero or the
aggregate  Appraisal Reduction in effect is greater than or equal to Certificate
Balances  of  all  the  Classes  of  Subordinate  Certificates,   the  Principal
Distribution Amount will be distributed, first, to the Holders of the Class A-1,
Class  A-2,  Class  A-3 and  Class A-4  Certificates,  pro rata,  based on their
respective  Certificate Balances,  in reduction of their respective  Certificate
Balances,  until the Certificate  Balance of each such Class is reduced to zero;
and, second, to the Holders of the Class A-1, Class A-2, Class A-3 and Class A-4
Certificates, pro rata, based on the respective amounts of unreimbursed Realized
Losses  previously  allocated to each such Class,  plus one month's  interest on
such Realized Losses at the applicable  Pass-Through  Rate. A similar rule shall
apply to the  distribution  of the  Principal  Distribution  Amount  to REMIC II
Regular  Interests  A-1A,  A-1B,  A-1C,  A-2A,  A-2B  and  A-2C,  in lieu of the
distributions described in Section 6.3(a)(ii).

            (b) On each  Distribution  Date,  the Paying  Agent  shall  withdraw
amounts in the  Reserve  Account  and shall pay the  Certificateholders  on such
Distribution Date such amounts in the following priority:

            (i)  first,  to  reimburse  the  Holders  of the  Principal  Balance
      Certificates (in order of alphabetical  Class designation) for any, and to
      the extent of, Realized Losses previously allocated to them; and

            (ii) second, upon the reduction of the Aggregate Certificate Balance
      of  the  Principal  Balance  Certificates  to  zero,  to pay  any  amounts
      remaining on deposit in such account to the applicable Special Servicer as
      additional Special Servicer Compensation.

            This Section 6.5(b) shall apply mutatis mutandis to reimbursement of
Realized Losses  previously  allocated to the REMIC II Regular Interests and the
REMIC I Regular Interests.

            (c) On each Distribution  Date, the Paying Agent shall withdraw from
the Excess Interest  Sub-account any Excess Interest on deposit therein, and the
Paying  Agent shall pay such Excess  Interest on such  Distribution  Date to the
Class EI Certificates.

            Section  6.6  Allocation  of  Realized  Losses,  Expense  Losses and
Shortfalls Due to  Nonrecoverability.  (a) REMIC I. On each  Distribution  Date,
except as provided in subsection (b) below,

            (i) Realized  Principal Losses on each Mortgage Loan realized during
      the related Collection Period shall reduce the Certificate  Balance of the
      Corresponding REMIC I Regular Interest;

            (ii)  Realized  Interest  Losses  on each  Mortgage  Loan  shall  be
      allocated to reduce  first,  Distributable  Certificate  Interest for such
      Distribution  Date,  and then  Unpaid  Interest  in each case owing on the
      Corresponding  REMIC I Regular Interests (and as between the related Group
      X-Y REMIC I Regular  Interest and Group PB REMIC I Regular  Interest,  pro
      rata based on Distributable  Certificate  Interest or Unpaid Interest,  as
      applicable);  and to the extent that such  Realized  Interest Loss exceeds
      such amount, shall be treated as an Expense Loss;

            (iii) Expense Losses (not otherwise  applied above)  realized during
      the related Collection Period shall be allocated among the REMIC I Regular
      Interests in proportion to their Certificate  Balances or Notional Amounts
      (and, as between the Group X-Y REMIC I Regular  Interests and the Group PB
      REMIC I Regular  Interests,  in  proportion to  Distributable  Certificate
      Interest otherwise payable thereon) after making all other allocations for
      such Distribution Date.

            (b) In the event that a Master  Servicer,  the Trustee or the Fiscal
Agent,  determines  that an Advance  previously  made by it is a  Nonrecoverable
Advance and such Master  Servicer  withdraws the amount of such Advance from the
applicable  Certificate  Account pursuant to Section 5.2(a) hereof (which amount
shall be  treated as an  Available  Advance  Reimbursement  Amount  pursuant  to
Section 4.6), it shall  determine the portion of the amount so withdrawn that is
attributable to (w) interest on the related  Mortgage Loan; (x) principal on the
related Mortgage Loan; (y) Servicing  Advances;  and (z) Advance  Interest.  The
portion of the amount so withdrawn from the applicable  Certificate Account that
is allocable to:

            (i) amounts previously  advanced as interest on the related Mortgage
      Loan shall reduce the Available  Distribution Amount for REMIC I and shall
      be allocated to reduce the amount of interest paid on each REMIC I Regular
      Interest  on  such   Distribution  Date  in  proportion  to  Distributable
      Certificate Interest otherwise payable thereon, and shall result in Unpaid
      Interest on each such REMIC I Regular Interest;

            (ii)  amounts  previously  advanced  as  principal  on  the  related
      Mortgage Loan shall reduce the Available  Distribution  Amount for REMIC I
      and  shall be  allocated  to reduce  the  principal  paid on each  REMIC I
      Regular  Interest  on  which  principal  would  otherwise  be paid on such
      Distribution Date, in proportion to such principal payments; and

            (iii) amounts previously advanced as Servicing Advances,  as well as
      Advance Interest owing to such Master Servicer,  the Trustee or the Fiscal
      Agent with  respect  to  Advances  shall be treated as Expense  Losses and
      allocated in accordance with Section 6.6(a)(iii) above.

            (c) At such  time as a Final  Recovery  Determination  is made  with
respect  to any  Mortgage  Loan  with  respect  to which the  applicable  Master
Servicer  previously  had  withdrawn  amounts  from the  applicable  Certificate
Account   following  a   determination   that  Advances   previously  made  were
Nonrecoverable  Advances,  or at such other time as a Realized  Loss shall occur
with respect to any such Mortgage Loan,  either the applicable  Master  Servicer
(with  respect to any  Mortgage  Loan other than a Specially  Serviced  Mortgage
Loan) or the applicable  Special Servicer (with respect to a Specially  Serviced
Mortgage  Loan) shall  compute the Realized  Loss with respect to such  Mortgage
Loan; provided that the Master Servicer and the applicable Special Servicer,  as
applicable,  agree to  consult  with the party who is making the  Realized  Loss
computation  and to provide any  information  requested  by the party making the
computation, and the Paying Agent shall allocate such Realized Loss as follows:

            (i) to the extent that any Realized  Principal  Loss does not exceed
      the Certificate  Balance on the  Corresponding  REMIC I Regular  Interest,
      such  Realized  Principal  Loss shall be allocated to such REMIC I Regular
      Interest;  and to the extent that any Realized  Principal Loss exceeds the
      Certificate  Balance of the Corresponding  REMIC I Regular Interest,  such
      Realized  Principal  Loss shall be  allocated  to the other  Corresponding
      REMIC I Regular Interests with respect to which distributions of principal
      were reduced  pursuant to Section  6.6(b)(i)  above,  in proportion to the
      amount  of such  reductions;

            (ii)  any  Realized   Interest   Loss  shall  be  allocated  to  the
      Corresponding  REMIC I Interest to the extent of Unpaid  Interest  thereon
      and any remaining portion of the Realized Interest Loss shall be allocated
      as a Realized  Interest Loss on each REMIC I Regular Interest with respect
      to which Unpaid Interest was created pursuant to Section  6.6(b)(ii) above
      in  proportion  to the  amount  of  Unpaid  Interest  resulting  from  the
      reduction in  distributions  of interest on such REMIC I Regular  Interest
      pursuant to Section 6.6(b)(ii) above;

            (iii) the portion of the amount  recovered on the Mortgage Loan with
      respect to which amounts were withdrawn  from the  applicable  Certificate
      Account that are treated as  Recoveries  of principal on the Mortgage Loan
      shall be applied first, to make payments of principal on the Corresponding
      REMIC I Regular Interest until the Realized  Principal  Losses  previously
      allocated  thereto are reduced to zero and  thereafter to make payments of
      principal to the  Corresponding  REMIC I Regular Interests with respect to
      which principal  distributions were reduced pursuant to Section 6.6(b)(ii)
      above, in proportion to the amount of such reductions;

            (iv) the portion of the amount  recovered on the Mortgage  Loan with
      respect to which amounts were withdrawn  from the  applicable  Certificate
      Account that are treated as  Recoveries  of interest on the Mortgage  Loan
      shall be  applied  first,  to make  payments  of  Unpaid  Interest  on the
      Corresponding  REMIC I Regular Interest and thereafter to make payments of
      interest on each REMIC I Interest  with respect to which  Unpaid  Interest
      was  created  pursuant to Section  6.6(b)(i)  above in  proportion  to the
      amount of Unpaid Interest resulting from the reduction in distributions of
      interest on such REMIC I Regular  Interest  pursuant to Section  6.6(b)(i)
      above; and

            (v) the portion of the amount  recovered on the  Mortgage  Loan with
      respect to which amounts were withdrawn  from the  applicable  Certificate
      Account  that is treated as a recovery of expenses  on the  Mortgage  Loan
      shall be  applied  in  reimbursement  of  Expense  Losses on each  REMIC I
      Regular  Interest  with  respect  to which  an  Expense  Loss was  created
      pursuant to Section  6.6(b)(iii)  above in proportion to the amount of the
      Expense Loss allocated thereto pursuant to Section 6.6(b)(iii) above.

            (d) REMIC II. On each  Distribution  Date,  all Realized  Losses and
Expense Losses on the REMIC I Regular  Interests for such  Distribution Date (or
for prior Distribution  Dates, to the extent not previously  allocated) shall be
allocated to the Corresponding  REMIC II Regular Interests in the amounts and in
the manner as will be allocated to the REMIC III Regular  Certificates  relating
thereto  pursuant to Section  6.6(f);  provided,  however,  that Realized Losses
allocated to REMIC II Regular  Interests that have Components shall be allocated
among  the  Components  of such  REMIC  II  Regular  Interests  sequentially  in
alphabetical  and  numerical  order.  Realized  Losses  allocated to the Class X
Certificates shall reduce the amount of interest payable on the REMIC II Regular
Interest A-1A,  REMIC II Regular  Interest A-1B, REMIC II Regular Interest A-1C,
REMIC II Regular Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular
Interest A-2C,  REMIC II Regular  Interest A-2D, REMIC II Regular Interest A-2E,
REMIC II Regular Interest A-2F, REMIC II Regular Interest A-3A, REMIC II Regular
Interest A-3B,  REMIC II Regular  Interest A-3C, REMIC II Regular Interest A-3D,
REMIC II Regular Interest A-4A, REMIC II Regular Interest A-4B, REMIC II Regular
Interest A-4C REMIC II Regular  Interest B, REMIC II Regular Interest C-1, REMIC
II  Regular  Interest  C-2,  REMIC II  Regular  Interest  C-3,  REMIC II Regular
Interest C-4, REMIC II Regular  Interest D, REMIC II Regular Interest E-1, REMIC
II Regular  Interest E-2, REMIC II Regular Interest F, REMIC II Regular Interest
G, REMIC II  Regular  Interest  H-1,  REMIC II Regular  Interest  H-2,  REMIC II
Regular  Interest J, REMIC II Regular  Interest K, REMIC II Regular  Interest L,
REMIC II Regular  Interest  M, REMIC II Regular  Interest N and REMIC II Regular
Interest O, which  reduction shall be allocated pro rata based on the product of
the  Certificate  Balance of such REMIC II Regular  Interest  and the sum of the
Class X-1 Strip  Rate and the Class X-2 Strip  Rate (if any)  applicable  to the
Class of Certificates relating to such REMIC II Regular Interest.

            (e) Reserved.

            (f) REMIC III. On each Distribution Date, all Realized Losses on the
REMIC II Regular Interests for such Distribution Date (or for prior Distribution
Dates, to the extent not previously  allocated)  shall be allocated to the REMIC
III Regular Certificates in Reverse Sequential Order, with such reductions being
allocated among the Class A-1, Class A-2, Class A-3, Class A-4, Class X-1, Class
X-2 and  Class  X-Y  Certificates,  pro  rata,  in each  case  reducing  (A) the
Certificate  Balance of such Class until such Certificate  Balance is reduced to
zero (in the case of the Class A  Certificates);  (B) Unpaid  Interest  owing to
such Class to the extent thereof;  and (C)  Distributable  Certificate  Interest
owing to such Class,  provided that Realized Losses and Expense Losses shall not
reduce the Aggregate  Certificate Balance of the REMIC III Regular  Certificates
below the sum of the  Aggregate  Certificate  Balances  of the REMIC II  Regular
Interests.

            Section 6.7 Net Aggregate  Prepayment Interest  Shortfalls.  On each
Distribution Date, any Net Aggregate  Prepayment  Interest Shortfalls in REMIC I
shall be allocated among the REMIC I Regular  Interests,  pro rata in proportion
to the Accrued  Certificate  Interest for each such REMIC I Regular Interest for
such Distribution Date and shall reduce  Distributable  Certificate Interest for
each such Interest.  On each  Distribution  Date,  any Net Aggregate  Prepayment
Interest  Shortfalls  in REMIC II shall be allocated  among the REMIC II Regular
Interests,  pro rata in proportion to the Accrued Certificate  Interest for each
such REMIC II  Regular  Interest  for such  Distribution  Date and shall  reduce
Distributable  Certificate Interest for each such Interest. On each Distribution
Date,  the amount of any Net  Aggregate  Prepayment  Interest  Shortfalls on the
REMIC III Regular Certificates shall be allocated to each Class of Certificates,
pro rata, in proportion to the amount of Accrued Certificate Interest payable to
such Class of  Certificates  on such  Distribution  Date,  in each case reducing
interest  otherwise  payable  thereon.  The amount of Net  Aggregate  Prepayment
Interest  Shortfalls  allocated  to a  Class  of  Certificates  pursuant  to the
preceding sentence shall reduce the Distributable  Certificate Interest for such
Class for such Distribution Date. No Prepayment Interest Shortfalls with respect
to the San Tomas B Note shall be allocated to any Class of Certificates.

            Section 6.8 Adjustment of Servicing  Fees. The Master  Servicing Fee
payable to each Master Servicer shall be adjusted as provided in Section 8.10(c)
herein.  Any amount retained by REMIC I as a result of a reduction of the Master
Servicing Fee shall be treated as interest collected with respect to the prepaid
Mortgage Loans with respect to which the Master Servicing Fee adjustment occurs.

            Section 6.9 Appraisal  Reductions.  Not later than the date on which
an Appraisal Event occurs,  the applicable  Special Servicer shall have obtained
(A) an Appraisal of the Mortgaged  Property  securing the related  Mortgage Loan
and,  if  applicable,  the San Tomas B Note,  if the  Principal  Balance of such
Mortgage Loan and, if applicable,  the San Tomas B Note,  exceeds  $2,000,000 or
(B) at the option of the applicable Special Servicer,  if such Principal Balance
is less than or equal to $2,000,000,  either an internal  valuation  prepared by
such Special  Servicer or an Appraisal  which in all cases shall be completed as
of the date that such  Mortgage Loan and, if  applicable,  the San Tomas B Note,
becomes a Required  Appraisal Loan;  provided that if such Special  Servicer had
completed or obtained an Appraisal or internal  valuation within the immediately
prior 12 months,  such Special  Servicer may rely on such  Appraisal or internal
valuation  and  shall  have no duty  to  prepare  a new  Appraisal  or  internal
valuation,  unless such reliance  would not be in accordance  with the Servicing
Standard; provided, further, that if the applicable Special Servicer is required
to obtain an  Appraisal  of a  Mortgaged  Property  after  receipt of the notice
described in clause (ii) of the  definition of Appraisal  Event,  such Appraisal
will be  obtained  no later  than 60 days after  receipt  of such  notice and an
internal  valuation will be obtained no later than 60 days after receipt of such
notice. With respect to each Mortgage Loan that is cross-collateralized with any
other Mortgage Loan, the Appraisal or internal  valuation need only be performed
with respect to the individual Mortgage Loan to which an Appraisal Event occurs,
and not with  respect  to all the  Mortgage  Loans  in the  cross-collateralized
group.  Such  Appraisal or valuation  shall be conducted in accordance  with the
definition of "market  value" as set forth in 12 C.F.R.  ss. 225.62 and shall be
updated at least  annually  from the date of such  Appraisal  or  valuation,  as
applicable, to the extent such Mortgage Loan and, if applicable, the San Tomas B
Note,  remains a Required  Appraisal  Loan.  The cost of any such  Appraisal  or
valuation,  if not performed by the  applicable  Special  Servicer,  shall be an
expense  of the  Trust  and  may be paid  from  REO  Income  or,  to the  extent
collections from such related Mortgage Loan and, if applicable,  the San Tomas B
Note,  or Mortgaged  Property  does not cover the expense,  such unpaid  expense
shall be,  subject to Section 4.4  hereof,  advanced  by the  applicable  Master
Servicer  at the  request of such  Special  Servicer  pursuant to Section 4.6 in
which event it shall be treated as a Servicing  Advance.  The applicable Special
Servicer,  based on the  Appraisal or internal  valuation,  shall  calculate any
Appraisal  Reduction.  The  applicable  Master  Servicer shall  recalculate  the
Appraisal  Reduction for any Mortgage Loan and, if  applicable,  the San Tomas B
Note,  based  on the  original  Appraisal  or  updated  Appraisals  or  internal
valuations  provided from time to time to it by the applicable Special Servicer.
Notwithstanding  the  foregoing,  the  terms of this  Section  6.9  shall not be
applicable  to the One  Seaport  Plaza Pari Passu Loan if the  2002-IQ2  Special
Servicer  shall have performed  such  obligations  with respect to such Mortgage
Loan pursuant to the terms of the 2002-IQ2 Pooling and Servicing Agreement.

            Section   6.10    Compliance    with    Withholding    Requirements.
Notwithstanding  any other  provision  of this  Agreement to the  contrary,  the
Paying Agent on behalf of the Trustee shall comply with all federal  withholding
requirements  with  respect  to  payments  to  Certificateholders  of  interest,
original  issue  discount,  or other  amounts that the Paying  Agent  reasonably
believes are applicable under the Code. The consent of Certificateholders  shall
not be required  for any such  withholding  and any amount so withheld  shall be
regarded as distributed to the related  Certificateholders  for purposes of this
Agreement. In the event the Paying Agent withholds any amount from payments made
to any  Certificateholder  pursuant  to federal  withholding  requirements,  the
Paying Agent shall indicate to such  Certificateholder the amount withheld.  The
Trustee shall not be responsible  for the Paying Agent's  failure to comply with
any withholding requirements.

            Section 6.11 Prepayment Premiums and Yield Maintenance  Charges. Any
Prepayment  Premium or Yield  Maintenance  Charges  collected  with respect to a
Mortgage Loan during any particular Collection Period will be deemed distributed
to the  Trustee  by the  Paying  Agent  on the  following  Distribution  Date as
follows:  (i)  first,  the Paying  Agent  shall be deemed to  distribute  to the
Trustee,  as  holder  of the Group PB REMIC I  Regular  Interest  to which  such
Mortgage Loan relates,  any Prepayment  Premiums collected on or with respect to
such  Mortgage  Loan;  and (ii)  second,  the  Paying  Agent  shall be deemed to
distribute  to the  Trustee,  as holder of the REMIC II Regular  Interests,  any
Prepayment  Premiums deemed  distributed to the REMIC I Regular  Interests,  and
shall be deemed to distribute such  Prepayment  Premiums to the REMIC II Regular
Interest  then  entitled  to  distributions  of  principal  from  the  Principal
Distribution Amount (or, if more than one Class of REMIC II Regular Interests is
then entitled to  distributions  of principal  from the  Principal  Distribution
Amount,  such Prepayment Premiums shall be deemed distributed among such Classes
pro  rata  in  accordance   with  the  relevant   amounts  of   entitlements  to
distributions of principal). Following such deemed distributions, the Holders of
the respective Classes of Principal Balance  Certificates,  other than the Class
H, Class J, Class K,  Class L, Class M, Class N and Class O  Certificates,  then
entitled to  distributions of principal from the Principal  Distribution  Amount
for such Distribution  Date, will be entitled to, and the Paying Agent on behalf
of the Trustee  will pay to such  Holder(s),  an amount equal to, in the case of
each such Class,  the product of (a) a fraction,  the  numerator of which is the
amount   distributed  as  principal  to  the  holders  of  that  Class  on  that
Distribution  Date, and the denominator of which is the total amount distributed
as principal to the holders of all Classes of Certificates on that  Distribution
Date, (b) the Base Interest  Fraction for the related  Principal  Prepayment and
that Class of Certificates and (c) the aggregate  amount of Prepayment  Premiums
or Yield Maintenance  Charges collected during the related Collection Period. If
there is more than one such Class of Principal Balance Certificates  entitled to
distributions  of principal on such  Distribution  Date,  the  aggregate  amount
described in the preceding  sentence  will be allocated  among such Classes on a
pro rata basis in accordance  with the relative  amounts of  entitlement to such
distributions  of  principal.  Any portion of such  Prepayment  Premium or Yield
Maintenance  Charge that is not so  distributed to the Holders of such Principal
Balance  Certificates  will be  distributed  to the Holders of the Class X-1 and
Class X-2  Certificates.  On or prior to the Distribution Date in December 2006,
61% of the  Prepayment  Premium  or  Yield  Maintenance  Charge  that  is not so
distributed  to the  Holders  of such  Principal  Balance  Certificates  will be
distributed  to the  Holders  of  the  Class  X-1  Certificates  and  39% of the
Prepayment Premium or Yield Maintenance Charge that is not so distributed to the
Holders  of such  Principal  Balance  Certificates  will be  distributed  to the
Holders of the Class X-2  Certificates.  After the Distribution Date in December
2006,  any  portion  of such  Prepayment  Premium  or Yield  Maintenance  Charge
collected during the related Collection Period that is not so distributed to the
Holders  of such  Principal  Balance  Certificates  will be  distributed  to the
Holders of the Class X-1 Certificates.

            Notwithstanding  the foregoing,  Yield Maintenance Charges collected
during any  Collection  Period with respect to any  Specially  Designated  Co-op
Mortgage  Loan will be  distributed  to the REMIC III  Regular  Certificates  as
follows:  (a) the amount of such Yield Maintenance Charges which would have been
payable with respect to such  Specially  Designated  Co-op  Mortgage Loan if the
related  mortgage  interest rate was equal to 5.55% will be  distributed  as set
forth in the  paragraph  above,  and (b) the  amount of such  Yield  Maintenance
Charges actually collected during such Collection Period in excess of the amount
to be  distributed  pursuant to clause (a) will be distributed to the holders of
the Class X-Y Certificates.  In addition,  notwithstanding  the prior paragraph,
Prepayment  Premiums  collected during any Collection Period with respect to any
Specially Designated Co-op Mortgage Loan will be distributed as follows: (a) 50%
to the holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class
C, Class D,  Class E,  Class F,  Class G, Class X-1 and Class X-2  Certificates,
allocable among such classes as set forth in the paragraph above, and (b) 50% to
the holders of the Class X-Y Certificates.

                                  ARTICLE VII

                  CONCERNING THE TRUSTEE, THE FISCAL AGENT AND
                                THE PAYING AGENT

            Section 7.1 Duties of the  Trustee,  the Fiscal Agent and the Paying
Agent.  (a) The  Trustee,  the  Fiscal  Agent and the  Paying  Agent  each shall
undertake  to perform only those  duties as are  specifically  set forth in this
Agreement  and no  implied  covenants  or  obligations  shall be read  into this
Agreement  against  the  Trustee,  the  Fiscal  Agent or the Paying  Agent.  Any
permissive  right of the Trustee,  the Fiscal Agent or the Paying Agent provided
for in this  Agreement  shall not be  construed  as a duty of the  Trustee,  the
Fiscal Agent or the Paying Agent.  The Trustee,  the Fiscal Agent and the Paying
Agent each  shall  exercise  such of the rights and powers  vested in it by this
Agreement and following the occurrence and during the  continuation of any Event
of Default  hereunder,  the Trustee,  the Fiscal Agent and the Paying Agent each
shall use the same degree of care and skill in its exercise as a prudent  Person
would  exercise or use under the  circumstances  in the conduct of such Person's
own affairs.

            (b)  The  Trustee,   the  Fiscal  Agent  or  the  Paying  Agent,  as
applicable, upon receipt of all resolutions, certificates, statements, opinions,
reports,  documents,  orders or other instruments  furnished to the Trustee, the
Fiscal Agent or the Paying  Agent,  as the case may be,  which are  specifically
required to be  furnished  pursuant to any  provision of this  Agreement,  shall
examine them to determine whether they on their face conform to the requirements
of this  Agreement;  provided  that the Trustee,  the Fiscal Agent or the Paying
Agent,  as the case may be, shall not be responsible for the accuracy or content
of any such resolution, certificate, statement, opinion, report, document, order
or other instrument  furnished by the Master Servicers or any other Person to it
pursuant to this  Agreement.  If any such instrument is found on its face not to
conform to the  requirements of this Agreement,  the Trustee or the Paying Agent
shall  request  the  providing  party to correct  the  instrument  and if not so
corrected, the Trustee shall inform the Certificateholders.

            (c) None of the  Trustee,  the Fiscal  Agent or the Paying Agent nor
any  of  their  respective  partners,   representatives,   Affiliates,  members,
managers,  directors,  officers,  employees, agents or Controlling Persons shall
have any liability to the Trust or the  Certificateholders  arising out of or in
connection  with this  Agreement,  except  for their  respective  negligence  or
willful misconduct. No provision of this Agreement shall be construed to relieve
the  Trustee,  the Fiscal  Agent,  the Paying  Agent or any of their  respective
partners,  representatives,  Affiliates, members, managers, directors, officers,
employees,  agents or Controlling Persons from liability for their own negligent
action,  their own negligent  failure to act or their own willful  misconduct or
bad faith; provided that:

            (i) none of the Trustee,  the Fiscal Agent,  the Paying Agent or any
      of  their  respective  partners,  representatives,   Affiliates,  members,
      managers,  directors,  officers,  employees, agents or Controlling Persons
      shall be personally  liable with respect to any action taken,  suffered or
      omitted  to  be  taken  by it  in  its  reasonable  business  judgment  in
      accordance  with  this  Agreement  or  at  the  direction  of  Holders  of
      Certificates  evidencing  not  less  than a  majority  of the  outstanding
      Certificate  Balance  of the  Certificates;

            (ii) no  provision  of  this  Agreement  shall  require  either  the
      Trustee,  the Fiscal  Agent or the Paying  Agent to expend or risk its own
      funds or otherwise incur any financial liability in the performance of any
      of its  duties  hereunder,  or in the  exercise  of any of its  rights  or
      powers,  if it shall have reasonable  grounds for believing that repayment
      of such funds or adequate  indemnity against such risk or liability is not
      reasonably assured to it;

            (iii) none of the Trustee, the Fiscal Agent, the Paying Agent or any
      of  their  respective  partners,  representatives,   Affiliates,  members,
      managers,  directors,  officers,  employees, agents or Controlling Persons
      shall be responsible for any act or omission of any Master  Servicer,  any
      Special  Servicer,  the  Depositor  or any  Seller,  or for  the  acts  or
      omissions of each other, including, without limitation, in connection with
      actions taken pursuant to this Agreement;

            (iv) the  execution  by the Trustee or the Paying Agent of any forms
      or plans of  liquidation  in  connection  with any  REMIC  Pool  shall not
      constitute a  representation  by the Trustee or the Paying Agent as to the
      adequacy of such form or plan of liquidation;

            (v) none of the Trustee,  the Fiscal Agent or the Paying Agent shall
      be under any obligation to appear in, prosecute or defend any legal action
      which is not  incidental to its duties as Trustee,  Fiscal Agent or Paying
      Agent, as applicable,  in accordance  with this Agreement.  In such event,
      all legal  expense and costs of such action shall be expenses and costs of
      the Trust, and the Trustee, the Paying Agent and the Fiscal Agent shall be
      entitled to be reimbursed  therefor from the Certificate  Account pursuant
      to Section 5.2(a)(vi); and

            (vi) none of the Trustee, the Fiscal Agent or the Paying Agent shall
      be charged with knowledge of any failure by any Master Servicer or any
      Special Servicer or by each other to comply with its obligations under
      this Agreement or any act, failure, or breach of any Person upon the
      occurrence of which the Trustee, the Fiscal Agent or the Paying Agent may
      be required to act, unless a Responsible Officer of the Trustee, the
      Fiscal Agent or the Paying Agent, as the case may be, obtains actual
      knowledge of such failure.

            Section 7.2 Certain Matters Affecting the Trustee,  the Fiscal Agent
and the Paying Agent. (a) Except as otherwise provided in Section 7.1:

            (i) the  Trustee,  the Fiscal  Agent and the  Paying  Agent each may
      request,  and may rely and shall be protected in acting or refraining from
      acting upon any resolution, Officer's Certificate, certificate of auditors
      or any other certificate,  statement, instrument, opinion, report, notice,
      request,  consent,  order,  appraisal,  bond or other  paper  or  document
      believed by it to be genuine and to have been signed or  presented  by the
      proper party or parties;

            (ii) the  Trustee,  the Fiscal  Agent and the Paying  Agent each may
      consult  with  counsel  and the advice of such  counsel and any Opinion of
      Counsel shall be full and complete authorization and protection in respect
      of any action  taken or suffered or omitted by it  hereunder in good faith
      and in accordance with such advice or Opinion of Counsel;

            (iii) none of the Trustee, the Fiscal Agent, the Paying Agent or any
      of  their  respective  partners,  representatives,   Affiliates,  members,
      managers,  directors,  officers,  employees, agents or Controlling Persons
      shall be personally  liable for any action  taken,  suffered or omitted by
      such Person in its reasonable business judgment and reasonably believed by
      it to be authorized or within the discretion or rights or powers conferred
      upon it by this Agreement;

            (iv) the  Trustee  and the  Paying  Agent  shall  not be  under  any
      obligation  to exercise  any remedies  after  default as specified in this
      Agreement or to institute,  conduct or defend any litigation  hereunder or
      relating hereto or make any investigation into the facts or matters stated
      in any resolution,  certificate,  statement,  instrument, opinion, report,
      notice, request, consent, order, approval, bond or other paper or document
      (provided  the same  appears  regular on its face),  unless  requested  in
      writing to do so by Holders of at least 25% of the  Aggregate  Certificate
      Balance  of the  Certificates  then  outstanding,  provided  that,  if the
      payment  within a reasonable  time to the Trustee or the Paying Agent,  as
      applicable, of the costs, expenses or liabilities likely to be incurred by
      it in connection  with the foregoing is, in the opinion of such Person not
      reasonably  assured to such Person by the  security  afforded to it by the
      terms of this  Agreement,  such  Person may require  reasonable  indemnity
      against such expense or liability or payment of such estimated expenses as
      a condition to proceeding.  The reasonable  expenses of the Trustee or the
      Paying  Agent,  as  applicable,  shall  be paid by the  Certificateholders
      requesting such examination;

            (v) the  Trustee,  the Fiscal  Agent and the  Paying  Agent each may
      execute  any of the  trusts or powers  hereunder  or  perform  any  duties
      hereunder  either  directly or by or through  agents or  attorneys,  which
      agents or attorneys  shall have any or all of the rights,  powers,  duties
      and  obligations  of the  Trustee,  the Fiscal  Agent and the Paying Agent
      conferred on them by such appointment;  provided that each of the Trustee,
      the Fiscal Agent and the Paying Agent,  as the case may be, shall continue
      to be responsible for its duties and  obligations  hereunder and shall not
      be liable for the actions or omissions of any Master Servicer, any Special
      Servicer, the Depositor or the actions or omissions of each other;

            (vi) none of the Trustee, the Fiscal Agent or the Paying Agent shall
      be required to obtain a deficiency judgment against a Mortgagor;

            (vii)  none of the  Trustee,  the Fiscal  Agent or the Paying  Agent
      shall be required to expend its own funds or otherwise incur any financial
      liability in the  performance  of any of its duties  hereunder if it shall
      have  reasonable  grounds for  believing  that  repayment of such funds or
      adequate indemnity against such liability is not assured to it;

            (viii) none of the  Trustee,  the Fiscal  Agent or the Paying  Agent
      shall be liable for any loss on any  investment of funds  pursuant to this
      Agreement;

            (ix) unless  otherwise  specifically  required  by law,  none of the
      Trustee,  the Fiscal  Agent or the Paying  Agent shall be required to post
      any  surety  or bond of any  kind in  connection  with  the  execution  or
      performance of its duties hereunder; and

            (x) except as specifically provided hereunder in connection with the
      performance of its specific duties, none of the Trustee,  the Fiscal Agent
      or the Paying  Agent shall be  responsible  for any act or omission of any
      Master Servicer, any Special Servicer, the Depositor or of each other.

            (b)  Following  the Closing  Date,  the Trustee shall not accept any
contribution  of  assets  to the Trust  not  specifically  contemplated  by this
Agreement unless the Trustee shall have received a  Nondisqualification  Opinion
at the expense of the Person  desiring to contribute such assets with respect to
such contribution.

            (c) All rights of action  under this  Agreement  or under any of the
Certificates,  enforceable  by the  Trustee,  may be  enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
any  proceeding  relating  thereto,  and any such  suit,  action  or  proceeding
instituted  by the  Trustee  shall be brought in its name for the benefit of all
the Holders of such  Certificates,  subject to the provisions of this Agreement.

            (d) The Trustee shall timely pay, from its own funds,  the amount of
any and all federal, state and local taxes imposed on the Trust or its assets or
transactions including, without limitation, (A) "prohibited transaction" penalty
taxes as defined in Section 860F of the Code,  if, when and as the same shall be
due and payable,  (B) any tax on contributions to a REMIC after the Closing Date
imposed  by  Section  860G(d)  of the Code and (C) any tax on "net  income  from
foreclosure  property"  as defined in Section  860G(c) of the Code,  but only if
such taxes  arise out of a breach by the Trustee of its  obligations  hereunder,
which breach constitutes negligence or willful misconduct of the Trustee.

            (e) The Paying  Agent  shall  timely  pay,  from its own funds,  the
amount of any and all federal, state and local taxes imposed on the Trust or its
assets  or  transactions   including,   without   limitation,   (A)  "prohibited
transaction"  penalty taxes as defined in Section 860F of the Code, if, when and
as the same shall be due and payable,  (B) any tax on  contributions  to a REMIC
after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on
"net  income from  foreclosure  property"  as defined in Section  860G(c) of the
Code,  but only if such taxes  arise out of a breach by the Paying  Agent of its
obligations hereunder, which breach constitutes negligence or willful misconduct
of the Paying Agent.

            (f) If, in connection  with any  Distribution  Date,  the Trustee or
Paying  Agent has  reported  to the  Depository  the  anticipated  amount of the
distribution  to be made to the  Depository  on such  Distribution  Date and the
timing of the receipt  from a Master  Servicer of any  Principal  Prepayment  or
Balloon  Payment  requires  modification  of  such  anticipated  amount  of  the
distribution to be made to the Depository,  the Trustee or Paying Agent will use
commercially  reasonable efforts to cause the Depository to revise the amount of
the distribution on a timely basis so that such Principal Prepayments or Balloon
Payments  will  be  included  in the  Available  Distribution  Amount  for  such
Distribution Date. None of the Trustee,  the Paying Agent, the Master Servicers,
the Special  Servicers  and the Fiscal Agent will be liable or held  responsible
for any resulting delay (or claims by the Depository resulting therefrom) in the
making of such distribution to Certificateholders.

            Section 7.3 The  Trustee,  the Fiscal Agent and the Paying Agent Not
Liable for Certificates or Interests or Mortgage Loans. The Trustee,  the Fiscal
Agent and the Paying Agent each makes no  representations  as to the validity or
sufficiency  of  this  Agreement,  the  information  contained  in  the  Private
Placement  Memorandum,   the  Preliminary  Prospectus   Supplement,   the  Final
Prospectus  Supplement or Prospectus for the REMIC III Regular  Certificates  or
Residual  Certificates  (other than the  Certificate  of  Authentication  on the
Certificates if the Paying Agent is the Authenticating Agent) or of any Mortgage
Loan,  Assignment  of  Mortgage  or related  document  save that (i) each of the
Trustee,  the Fiscal Agent and the Paying Agent  represents  that,  assuming due
execution and delivery by the other parties hereto, this Agreement has been duly
authorized,  executed and delivered by it and  constitutes its valid and binding
obligation, enforceable against it in accordance with its terms except that such
enforceability  may be subject to (A) applicable  bankruptcy and insolvency laws
and other  similar laws  affecting  the  enforcement  of the rights of creditors
generally,  and (B) general  principles  of equity  regardless  of whether  such
enforcement  is  considered  in a  proceeding  in  equity or at law and (ii) the
Trustee  represents  that,  assuming  due  execution  and  delivery by the other
parties hereto, this Agreement has been duly authorized,  executed and delivered
by it and constitutes its valid and binding  obligation,  enforceable against it
in accordance with its terms except that such  enforceability  may be subject to
(A) applicable  bankruptcy and insolvency  laws and other similar laws affecting
the enforcement of the rights of creditors generally, and (B) general principles
of equity  regardless of whether such  enforcement is considered in a proceeding
in equity or at law.  None of the Trustee,  the Fiscal Agent or the Paying Agent
shall be  accountable  for the use or application by the Depositor or any Master
Servicer or any Special  Servicer or by each other of any of the Certificates or
any of the proceeds of such  Certificates,  or for the use or application by the
Depositor  or any Master  Servicer or any  Special  Servicer or by each other of
funds paid in consideration of the assignment of the Mortgage Loans to the Trust
or  deposited  into  the  Distribution  Account  or any  other  fund or  account
maintained with respect to the Certificates or any account  maintained  pursuant
to this  Agreement or for  investment of any such amounts.  No recourse shall be
had for any  claim  based  on any  provisions  of this  Agreement,  the  Private
Placement  Memorandum,   the  Preliminary  Prospectus   Supplement,   the  Final
Prospectus  Supplement,  the Prospectus or the Certificates (except with respect
to the  Trustee,  the  Fiscal  Agent  and the  Paying  Agent  to the  extent  of
information  furnished  by the  Trustee  and the Fiscal  Agent under the caption
entitled "DESCRIPTION OF THE OFFERED  CERTIFICATES--The  Trustee,  Fiscal Agent,
Paying Agent, Certificate Registrar and Authenticating Agent" in the Preliminary
Prospectus Supplement and the Final Prospectus  Supplement),  the Mortgage Loans
or the assignment  thereof  against the Trustee,  the Fiscal Agent or the Paying
Agent in such Person's  individual capacity and any such claim shall be asserted
solely  against  the Trust or any  indemnitor  who shall  furnish  indemnity  as
provided herein. None of the Trustee, the Fiscal Agent or the Paying Agent shall
be liable for any action or failure of any action by the Depositor or any Master
Servicer  or any  Special  Servicer  or by  each  other  hereunder.  None of the
Trustee,  the  Fiscal  Agent or the  Paying  Agent  shall  at any time  have any
responsibility  or liability  for or with respect to the  legality,  validity or
enforceability  of the Mortgages or the Mortgage  Loans,  or the  perfection and
priority  of  the  Mortgages  or the  maintenance  of any  such  perfection  and
priority,  or for or with respect to the efficacy of the Trust or its ability to
generate  the  payments  to be  distributed  to  Certificateholders  under  this
Agreement, including, without limitation, the existence, condition and ownership
of any  Mortgaged  Property;  the  existence  and  enforceability  of any hazard
insurance  thereon;  the validity of the assignment of the Mortgage Loans to the
Trust or of any intervening assignment;  the completeness of the Mortgage Loans;
the  performance or enforcement of the Mortgage Loans (other than if the Trustee
shall  assume  the  duties  of  any  Master  Servicer);  the  compliance  by the
Depositor,  each Seller,  the  Mortgagor  or any Master  Servicer or any Special
Servicer or by each other with any  warranty or  representation  made under this
Agreement  or in any related  document or the  accuracy of any such  warranty or
representation made under this Agreement or in any related document prior to the
receipt by a Responsible  Officer of the Trustee of notice or other discovery of
any non-compliance  therewith or any breach thereof; any investment of monies by
or at the direction of any Master  Servicer or any Special  Servicer or any loss
resulting  therefrom;  the failure of any Master Servicer or any Sub-Servicer or
any Special  Servicer  to act or perform any duties  required of it on behalf of
the Trustee hereunder;  or any action by the Trustee taken at the instruction of
any Master Servicer or any Special Servicer.

            Section 7.4 The  Trustee,  the Fiscal Agent and the Paying Agent May
Own Certificates.  Each of the Trustee, the Fiscal Agent and the Paying Agent in
its  individual  or any  other  capacity  may  become  the owner or  pledgee  of
Certificates with the same rights it would have if it were not the Trustee,  the
Fiscal Agent or the Paying Agent,  as the case may be.

            Section 7.5  Eligibility  Requirements  for the Trustee,  the Fiscal
Agent and the Paying Agent.  The Trustee  hereunder shall at all times be (i) an
institution  insured by the FDIC, (ii) a corporation,  national bank or national
banking  association  authorized to exercise  corporate  trust powers,  having a
combined  capital  and  surplus  of not less than  $50,000,000  and  subject  to
supervision  or  examination  by  federal  or  state  authority,  and  (iii)  an
institution  whose  short-term debt  obligations are at all times rated not less
than "A-1" (without regard to plus or minus) by S&P and whose  long-term  senior
unsecured  debt is at all times  rated not less than "A2" by Moody's and "A+" by
S&P,  unless a Fiscal Agent is appointed that has a long-term  unsecured  rating
that is at least "A2" by Moody's and "A+" by S&P,  in which case such  Trustee's
long -term  senior  unsecured  debt shall be rated not less that "A3" by Moody's
and "A-" by S&P or otherwise acceptable to the Rating Agencies as evidenced by a
Rating  Agency  Confirmation.  If such  corporation,  national  bank or national
banking association  publishes reports of condition at least annually,  pursuant
to  law  or to  the  requirements  of the  aforesaid  supervising  or  examining
authority,  then,  for the purposes of this  Section,  the combined  capital and
surplus of such corporation, national bank or national banking association shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Trustee shall cease to
be eligible in accordance  with  provisions of this Section,  the Trustee or the
Fiscal  Agent  shall  resign  immediately  in the  manner  and with  the  effect
specified in Section 7.6.

            The  Paying  Agent  shall  be  either  a bank or  trust  company  or
otherwise  authorized under law to exercise  corporate trust powers and shall be
rated at least "A" by S&P and "A2" by Moody's,  unless and to the extent  Rating
Agency Confirmation is obtained.

            Section 7.6 Resignation and Removal of the Trustee, the Fiscal Agent
or the Paying Agent.  (a) The Trustee,  the Fiscal Agent or the Paying Agent may
at any time resign and be discharged  from the trusts  hereby  created by giving
written  notice thereof to the  Depositor,  the Master  Servicers and the Rating
Agencies;  provided  that  such  resignation  shall not be  effective  until its
successor  shall have accepted the  appointment.  Upon  receiving such notice of
resignation,  the Depositor will promptly  appoint a successor  trustee,  fiscal
agent or paying  agent,  as the case may be,  except in the case of the  initial
Trustee or Fiscal  Agent,  in which case both  shall be so  replaced  but may be
replaced under this paragraph sequentially,  by written instrument,  one copy of
which  instrument  shall be  delivered  to the  resigning  Trustee or the Fiscal
Agent,  one copy to the  successor  trustee  and one copy to each of the  Master
Servicers,  the Paying Agent and the Rating Agencies.  If no successor  trustee,
fiscal agent or paying agent shall have been so  appointed,  as the case may be,
and shall  have  accepted  appointment  within 30 days  after the giving of such
notice of  resignation,  the resigning  Trustee,  the Fiscal Agent or the Paying
Agent, as the case may be, may petition any court of competent  jurisdiction for
the  appointment of a successor  trustee,  fiscal agent or paying agent,  as the
case may be. It shall be a condition to the  appointment of a successor  trustee
or fiscal agent that such entity  satisfies  the  eligibility  requirements  set
forth in Section 7.5.

            (b) If at any time (i) the  Trustee  shall  cease to be  eligible in
accordance  with the  provisions  of Section 7.5 and shall fail to resign  after
written  request  therefor  by the  Depositor,  (ii) the  Trustee  shall  become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Trustee or of its  property  shall be  appointed,  or any public  officer
shall take  charge or control of the  Trustee or of its  property or affairs for
the  purpose of  rehabilitation,  conservation  or  liquidation,  (iii) a tax is
imposed or  threatened  with respect to the Trust or any REMIC Pool by any state
in which the Trustee or the Trust held by the Trustee is located  solely because
of the location of the Trustee in such state;  provided,  however,  that, if the
Trustee  agrees to indemnify  the Trust for such taxes,  it shall not be removed
pursuant  to this clause  (iii),  (iv) the  continuation  of the Trustee as such
would result in a downgrade,  qualification  or  withdrawal of the rating by the
Rating  Agencies  of any Class of  Certificates  with a rating as  evidenced  in
writing by the Rating Agencies or (v) with respect with the initial  Trustee,  a
Fiscal Agent Termination Event has occurred unless the Trustee has satisfied the
ratings  required by clause (iii) of Section 7.5,  then the Depositor may remove
such Trustee and appoint a successor trustee by written instrument,  one copy of
which instrument  shall be delivered to the Trustee so removed,  one copy to the
successor  trustee and one copy to each of the Master  Servicers  and the Rating
Agencies.  In the case of removal under clauses (i), (ii), (iii) and (iv) above,
the Trustee shall bear all such costs of transfer.  Such  succession  shall take
effect after a successor trustee has been appointed.  In the case of the removal
of the initial  Trustee,  the Depositor  shall also remove the Fiscal Agent.  In
this case,  the  procedures and liability for costs of such removal shall be the
same as they are stated in subsection (c) with respect to the Fiscal Agent.

            (c) If at any time (i) the Fiscal  Agent  shall cease to be eligible
in accordance  with the provisions of Section 7.5 and shall fail to resign after
written request  therefor by the Depositor,  or (ii) a Fiscal Agent  Termination
Event  has  occurred,  then  the  Depositor  shall  send  a  written  notice  of
termination  to the Fiscal Agent (which notice shall specify the reason for such
termination)  and remove such Fiscal Agent and appoint a successor  fiscal agent
by written  instrument,  one copy of which  instrument shall be delivered to the
Fiscal  Agent by  written  instrument,  one copy of  which  instrument  shall be
delivered  to the Fiscal  Agent so  removed,  one copy to the  successor  fiscal
agent, and one copy to each of the Trustee,  the Master Servicers and the Rating
Agencies.  In all such cases,  the Fiscal Agent shall bear all costs of transfer
to a  successor  Fiscal  Agent,  such  succession  only to take  effect  after a
successor  Fiscal Agent has been  appointed.  In the case of the initial  Fiscal
Agent, the Depositor may, but is not required to, also remove the Trustee unless
the Trustee has satisfied  the ratings  required by clause (iii) of Section 7.5.
In this case,  the  procedures  and liability for costs of such removal shall be
the same as they are stated in subsection (b) with respect to the Trustee.

            (d) If at any time (i) the Paying  Agent  shall cease to be eligible
in accordance  with the provisions of Section 7.5 and shall fail to resign after
written  request  therefor by the Depositor,  (ii) the Paying Agent shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Paying Agent or of its property shall be appointed, or any public officer
shall take charge or control of the Paying  Agent or of its  property or affairs
for the purpose of rehabilitation,  conservation or liquidation,  (iii) a tax is
imposed or  threatened  with respect to the Trust or any REMIC Pool by any state
in which the Paying  Agent is located  solely  because  of the  location  of the
Paying Agent in such state; provided,  however, that, if the Paying Agent agrees
to indemnify the Trust for such taxes, it shall not be removed  pursuant to this
clause (iii), or (iv) the  continuation of the Paying Agent as such would result
in a downgrade, qualification or withdrawal, as applicable, of the rating by any
Rating Agency of any Class of Certificates with a rating as evidenced in writing
by any Rating  Agency,  then the  Depositor or the Trustee  shall send a written
notice of termination to the Paying Agent (which notice shall specify the reason
for such  termination)  and remove such  Paying  Agent and the  Depositor  shall
appoint  a  successor  Paying  Agent by  written  instrument,  one copy of which
instrument  shall be delivered  to the Paying Agent so removed,  one copy to the
successor  Paying  Agent,  and  one  copy to each  of the  Trustee,  the  Master
Servicers  and the Rating  Agencies.  In all such cases,  the Paying Agent shall
bear all costs of transfer to a successor Paying Agent,  such succession only to
take effect after a successor Paying Agent has been appointed.

            (e)  The  Holders  of more  than  50% of the  Aggregate  Certificate
Balance of the Certificates then outstanding may for cause upon 30 days' written
notice to the Trustee, the Fiscal Agent or the Paying Agent, as the case may be,
and to the Depositor  remove the Trustee,  the Fiscal Agent or the Paying Agent,
as the case may be, by such written instrument,  signed by such Holders or their
attorney-in-fact  duly  authorized,  one  copy  of  which  instrument  shall  be
delivered to the Depositor and one copy to the Trustee,  the Fiscal Agent or the
Paying Agent, as the case may be, so removed;  the Depositor shall thereupon use
its best efforts to appoint a successor Trustee,  the Fiscal Agent or the Paying
Agent, as the case may be, in accordance with this Section.

            (f) Any  resignation or removal of the Trustee,  the Fiscal Agent or
the Paying Agent,  as the case may be, and  appointment of a successor  trustee,
fiscal agent or paying agent  pursuant to any of the  provisions of this Section
shall become effective upon acceptance of appointment by the successor  trustee,
fiscal  agent or paying  agent,  as the case may be, as provided in Section 7.7.
Upon any  succession of the Trustee,  the Fiscal Agent or the Paying Agent under
this Agreement,  the predecessor  Trustee,  Fiscal Agent or Paying Agent, as the
case may be, shall be entitled to the payment of compensation and  reimbursement
agreed to under this Agreement for services rendered and expenses incurred.  The
Trustee, the Fiscal Agent or the Paying Agent shall not be liable for any action
or omission of any successor  Trustee,  the Fiscal Agent or Paying Agent, as the
case may be.

            Section 7.7 Successor Trustee, Fiscal Agent or Paying Agent. (a) Any
successor Trustee, Fiscal Agent or Paying Agent appointed as provided in Section
7.6  shall  execute,  acknowledge  and  deliver  to  the  Depositor  and  to its
predecessor  Trustee,  Fiscal  Agent or  Paying  Agent,  as the case may be,  an
instrument accepting such appointment  hereunder,  and thereupon the resignation
or removal of the predecessor Trustee, Fiscal Agent or Paying Agent, as the case
may be, shall  become  effective  and such  successor  Trustee,  Fiscal Agent or
Paying Agent,  as the case may be,  without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties and obligations of
its predecessor hereunder, with like effect as if originally named as Trustee or
Paying Agent herein. The predecessor Trustee, Fiscal Agent or Paying Agent shall
deliver (at such  predecessor's  own expense) to the successor  Trustee,  Fiscal
Agent or Paying Agent all Mortgage Files and documents and statements related to
the Mortgage Files held by it hereunder,  and the predecessor Trustee shall duly
assign,  transfer,  deliver and pay over (at such  predecessor's own expense) to
the successor  Trustee,  the entire  Trust,  together  with all  instruments  of
transfer and assignment or other documents properly executed necessary to effect
such transfer.  The  predecessor  Trustee,  Fiscal Agent or Paying Agent, as the
case may be, shall also deliver all records or copies thereof  maintained by the
predecessor Trustee,  Fiscal Agent or Paying Agent in the administration  hereof
as may be reasonably requested by the successor Trustee,  Fiscal Agent or Paying
Agent,  as  applicable,  and shall  thereupon be discharged  from all duties and
responsibilities  under this  Agreement.  In  addition,  the  Depositor  and the
predecessor Trustee, Fiscal Agent or Paying Agent shall execute and deliver such
other instruments and do such other things as may reasonably be required to more
fully and certainly vest and confirm in the successor  Trustee,  Fiscal Agent or
Paying  Agent,  as the  case  may  be,  all  such  rights,  powers,  duties  and
obligations. Anything herein to the contrary notwithstanding,  in no event shall
the combined fees payable to a successor Trustee exceed the Trustee Fee.

            (b) No successor Trustee,  Fiscal Agent or Paying Agent shall accept
appointment as provided in this Section  unless at the time of such  appointment
such successor Trustee,  Fiscal Agent or Paying Agent, as the case may be, shall
be eligible under the provisions of Section 7.5.

            (c) Upon  acceptance of appointment by a successor  Trustee,  Fiscal
Agent or Paying Agent as provided in this Section, the successor Trustee, Fiscal
Agent or Paying  Agent  shall mail  notice of the  succession  of such  Trustee,
Fiscal Agent or Paying Agent  hereunder to all Holders of  Certificates at their
addresses as shown in the Certificate  Register and to the Rating Agencies.  The
expenses of such mailing shall be borne by the successor  Trustee,  Fiscal Agent
or Paying Agent. If the successor Trustee, Fiscal Agent or Paying Agent fails to
mail such notice within 10 days after acceptance of appointment by the successor
Trustee,  Fiscal Agent or Paying Agent,  the General Master Servicer shall cause
such notice to be mailed at the expense of the successor  Trustee,  Fiscal Agent
or Paying Agent, as applicable.

            Section  7.8 Merger or  Consolidation  of Trustee,  Fiscal  Agent or
Paying  Agent.  Any Person into which the Trustee,  Fiscal Agent or Paying Agent
may be merged or converted or with which it may be  consolidated,  or any Person
resulting from any merger,  conversion or  consolidation  to which such Trustee,
Fiscal Agent or Paying Agent shall be a party, or any Persons  succeeding to the
business of such Trustee,  Fiscal Agent or Paying Agent,  shall be the successor
of such Trustee, Fiscal Agent or Paying Agent, as the case may be, hereunder, as
applicable,  provided that such Person shall be eligible under the provisions of
Section 7.5,  without the execution or filing of any paper or any further act on
the  part  of  any  of the  parties  hereto,  anything  herein  to the  contrary
notwithstanding.

            Section 7.9 Appointment of Co-Trustee,  Separate Trustee,  Agents or
Custodian.  (a)  Notwithstanding  any other provisions  hereof, at any time, the
Trustee,  the  Depositor  or, in the case of the Trust,  the  Certificateholders
evidencing  more  than  50%  of  the  Aggregate   Certificate   Balance  of  the
Certificates  then  outstanding  shall  each have the power from time to time to
appoint  one or more  Persons  to act  either as  co-trustees  jointly  with the
Trustee or as separate  trustees,  or as custodians,  for the purpose of holding
title to,  foreclosing  or otherwise  taking action with respect to any Mortgage
Loan  outside the state where the  Trustee has its  principal  place of business
where such  separate  trustee or  co-trustee  is necessary or advisable  (or the
Trustee is advised by any Master  Servicer  or any  Special  Servicer  that such
separate  trustee or co-trustee is necessary or advisable) under the laws of any
state in which a property securing a Mortgage Loan is located or for the purpose
of otherwise  conforming to any legal  requirement,  restriction or condition in
any state in which a  property  securing  a  Mortgage  Loan is located or in any
state in which any  portion  of the Trust is  located.  The  separate  trustees,
co-trustees,  or custodians so appointed shall be trustees or custodians for the
benefit  of all the  Certificateholders,  shall  have such  powers,  rights  and
remedies as shall be specified in the  instrument  of  appointment  and shall be
deemed to have accepted the provisions of this Agreement;  provided that no such
appointment  shall, or shall be deemed to,  constitute the appointee an agent of
the Trustee; provided, further, that the Trustee shall be liable for the actions
of any  co-trustee  or  separate  trustee  appointed  by it and  shall  have  no
liability for the actions of any co-trustee or separate trustee appointed by the
Depositor or the Certificateholders pursuant to this paragraph.

            (b) The  Trustee or the Paying  Agent,  as the case may be, may from
time to time appoint one or more independent  third-party  agents to perform all
or any portion of its  administrative  duties  hereunder  (i.e.,  collection and
distribution of funds,  preparation  and  dissemination  of reports,  monitoring
compliance,  etc.).  The Trustee or the Paying Agent,  as the case may be, shall
supervise and oversee such agents  appointed by it. The terms of any arrangement
or agreement  between the Trustee or the Paying  Agent,  as the case may be, and
such  agent,  may be  terminated,  without  cause and without the payment of any
termination  fees in the event the Trustee or the Paying Agent,  as the case may
be, is terminated in accordance  with this Agreement.  In addition,  neither the
Trust nor the  Certificateholders  shall have any liability or direct obligation
to such agent.  Notwithstanding the terms of any such agreement,  the Trustee or
the Paying  Agent,  as the case may be, shall remain at all times  obligated and
liable  to the  Trust  and the  Certificateholders  for  performing  its  duties
hereunder.

            (c) Every separate trustee,  co-trustee, and custodian shall, to the
extent  permitted  by  law,  be  appointed  and  act  subject  to the  following
provisions and conditions:

            (i) all powers,  duties,  obligations and rights  conferred upon the
      Trustee in respect of the receipt,  custody and payment of moneys shall be
      exercised solely by the Trustee;

            (ii) all other rights,  powers,  duties and obligations conferred or
      imposed upon the Trustee  shall be conferred or imposed upon and exercised
      or  performed by the Trustee and such  separate  trustee,  co-trustee,  or
      custodian  jointly,  except  to  the  extent  that  under  any  law of any
      jurisdiction  in which  any  particular  act or acts  are to be  performed
      (whether  as  Trustee  hereunder  or as  successor  to a  Master  Servicer
      hereunder) the Trustee shall be incompetent or unqualified to perform such
      act or acts, in which event such rights,  powers,  duties and obligations,
      including the holding of title to the Trust or any portion  thereof in any
      such  jurisdiction,  shall be exercised  and  performed  by such  separate
      trustee, co-trustee, or custodian;

            (iii) no trustee or custodian  hereunder shall be personally  liable
      by  reason  of any act or  omission  of any  other  trustee  or  custodian
      hereunder; and

            (iv) the Trustee or, in the case of the Trust, the
      Certificateholders evidencing more than 50% of the Aggregate Principal
      Amount of the Certificates then outstanding may at any time accept the
      resignation of or remove any separate trustee, co-trustee or custodian, so
      appointed by it or them, if such resignation or removal does not violate
      the other terms of this Agreement.

            (d) Any notice,  request or other writing given to the Trustee shall
be  deemed  to have  been  given  to  each of the  then  separate  trustees  and
co-trustees,  as  effectively  as if  given to each of  them.  Every  instrument
appointing  any separate  trustee,  co-trustee or custodian  shall refer to this
Agreement and the  conditions  of this Article VII.  Each  separate  trustee and
co-trustee,  upon its acceptance of the trusts  conferred,  shall be vested with
the estates or property  specified  in its  instrument  of  appointment,  either
jointly with the Trustee or separately,  as may be provided therein,  subject to
all the provisions of this Agreement,  specifically including every provision of
this  Agreement  relating to the  conduct of,  affecting  the  liability  of, or
affording protection to, the Trustee.  Every such instrument shall be filed with
the Trustee.

            (e) Any separate trustee,  co-trustee or custodian may, at any time,
constitute  the  Trustee  its  agent or  attorney-in-fact  with  full  power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect  of this  Agreement  on its  behalf  and in its  name.  If any  separate
trustee,  co-trustee or custodian shall die, become incapable of acting,  resign
or be removed, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the  appointment  of a new  or  successor  trustee.

            (f) No separate trustee,  co-trustee or custodian hereunder shall be
required to meet the terms of eligibility  as a successor  trustee under Section
7.5  hereof  and no  notice  to  Certificateholders  of the  appointment  of any
separate trustee,  co-trustee or custodian hereunder shall be required.

            (g) The Trustee agrees to instruct the  co-trustees,  if any, to the
extent necessary to fulfill the Trustee's obligations hereunder.

            (h)  The  Trustee  shall  pay  the  reasonable  compensation  of the
co-trustees,  separate trustees or custodians  appointed by the Trustee pursuant
to this  Section  7.9 to the  extent,  and in  accordance  with  the  standards,
specified in Section 7.12 hereof.

            (i) Subject to the consent of the Depositor, which consent shall not
be unreasonably withheld, the Trustee, at its sole cost and expense, may appoint
at any time a successor  Custodian.  Until such time as the  Trustee  appoints a
successor  Custodian,  the Trustee  shall be the Custodian  hereunder.  Upon the
appointment of a successor custodian,  the Trustee and the Custodian shall enter
into a custodial agreement.

            Section 7.10 Authenticating Agents. (a) The Paying Agent shall serve
as the initial  Authenticating  Agent hereunder for the purpose of executing and
authenticating   Certificates.   Any  successor  Authenticating  Agent  must  be
acceptable to the Depositor and must be a corporation or national bank organized
and doing  business  under the laws of the  United  States of  America or of any
state and having a  principal  office and place of  business  in the  Borough of
Manhattan  in the City and  State of New York,  having a  combined  capital  and
surplus  of at  least  $50,000,000,  authorized  under  such  laws to do a trust
business  and  subject  to  supervision  or  examination  by  federal  or  state
authorities.

            (b) Any Person into which the Authenticating  Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Authenticating Agent shall be a
party,  or  any  Person  succeeding  to the  corporate  agency  business  of the
Authenticating  Agent, shall continue to be the Authenticating Agent without the
execution  or filing of any paper or any  further act on the part of the Trustee
or the Authenticating Agent.

            (c) The  Authenticating  Agent  may at any time  resign by giving at
least 30 days'  advance  written  notice of  resignation  to the Trustee and the
Depositor.   The  Trustee  may  at  any  time   terminate   the  agency  of  the
Authenticating   Agent  by  giving   written   notice  of   termination  to  the
Authenticating  Agent  and the  Depositor;  provided  that the  Trustee  may not
terminate the Paying Agent as Authenticating Agent unless the Paying Agent shall
be removed as Paying Agent hereunder.  Upon receiving a notice of resignation or
upon such a termination,  or in case at any time the Authenticating  Agent shall
cease to be eligible in accordance with the provisions of Section  7.10(a),  the
Trustee may appoint a successor  Authenticating Agent, shall give written notice
of such  appointment to the Depositor and shall mail notice of such  appointment
to  all  Holders  of  Certificates.  Any  successor  Authenticating  Agent  upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers,  duties and  responsibilities  of its predecessor  hereunder,  with like
effect as if originally named as  Authenticating  Agent. No such  Authenticating
Agent  shall be  appointed  unless  eligible  under the  provisions  of  Section
7.10(a). No Authenticating  Agent shall have responsibility or liability for any
action taken by it as such at the direction of the Trustee.

            Section 7.11  Indemnification  of Trustee,  the Fiscal Agent and the
Paying Agent.  (a) The Trustee,  the Certificate  Registrar and the Paying Agent
and  each of its  respective  partners,  representatives,  Affiliates,  members,
managers,  directors,  officers, employees, agents and Controlling Persons shall
be entitled to  indemnification  from the Trust for any and all claims,  losses,
penalties,  fines, forfeitures,  legal fees and related costs, judgments and any
other costs,  liabilities,  fees and expenses  incurred in  connection  with any
legal  action  incurred  without  negligence  or  willful  misconduct  on  their
respective  part,  arising out of, or in  connection  with this  Agreement,  the
Mortgage Loans,  the Certificates  and the acceptance or  administration  of the
trusts  or  duties  created  hereunder  (including,   without  limitation,   any
unanticipated loss,  liability or expense incurred in connection with any action
or inaction of any Master Servicer,  any Special Servicer or the Depositor or of
each other such Person hereunder but only to the extent the Trustee,  the Fiscal
Agent,  the  Certificate  Registrar or the Paying Agent,  as the case may be, is
unable to recover within a reasonable period of time such amount from such third
party pursuant to this Agreement)  including the costs and expenses of defending
themselves  against any claim in connection  with the exercise or performance of
any of their powers or duties  hereunder and the Trustee,  the Fiscal Agent, the
Certificate  Registrar  and  the  Paying  Agent  and  each of  their  respective
partners,  representatives,  Affiliates, members, managers, directors, officers,
employees,  agents and Controlling  Persons shall be entitled to indemnification
from the Trust for any  unanticipated  loss,  liability  or expense  incurred in
connection with the provision by the Trustee,  the Fiscal Agent, the Certificate
Registrar  and the Paying  Agent of the  reports  required  to be provided by it
pursuant to this Agreement; provided that:

            (i) with respect to any such claim,  the Trustee,  the Fiscal Agent,
      the  Certificate  Registrar or the Paying Agent, as the case may be, shall
      have given the Depositor,  the applicable  Master  Servicer,  the Sellers,
      each other and the  Holders of the  Certificates  written  notice  thereof
      promptly after a Responsible Officer of the Trustee, the Fiscal Agent, the
      Certificate  Registrar or the Paying Agent, as the case may be, shall have
      knowledge thereof; provided,  however, that failure to give such notice to
      the  Depositor,  such Master  Servicer,  the  Sellers,  each other and the
      Holders of  Certificates  shall not affect the Trustee's,  Fiscal Agent's,
      Certificate  Registrar's or Paying Agent's,  as the case may be, rights to
      indemnification  herein  unless the  Depositor's  defense of such claim on
      behalf  of  the  Trust  is  materially   prejudiced  thereby;

            (ii) while  maintaining  control over its own defense,  the Trustee,
      the Fiscal Agent,  the  Certificate  Registrar or the Paying Agent, as the
      case may be,  shall  cooperate  and consult  fully with the  Depositor  in
      preparing such defense; and

            (iii) notwithstanding anything to the contrary in this Section 7.11,
      the Trust  shall not be liable  for  settlement  of any such  claim by the
      Trustee, the Fiscal Agent, the Certificate  Registrar or the Paying Agent,
      as the  case  may be,  entered  into  without  the  prior  consent  of the
      Depositor, which consent shall not be unreasonably withheld.

            (b)  The   provisions   of  this  Section  7.11  shall  survive  any
termination of this Agreement and the resignation or removal of the Trustee, the
Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be.

            (c) The Depositor shall indemnify and hold harmless the Trustee, the
Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be,
their  respective  partners,  representatives,  Affiliates,  members,  managers,
directors,  officers, employees, agents and Controlling Persons from and against
any loss,  claim,  damage or  liability,  joint or  several,  and any  action in
respect  thereof,  to which the  Trustee,  the  Fiscal  Agent,  the  Certificate
Registrar or the Paying Agent,  as the case may be, their  respective  partners,
representatives,  Affiliates, members, managers, directors, officers, employees,
agents or Controlling  Person may become subject under the 1933 Act,  insofar as
such loss,  claim,  damage,  liability or action arises out of, or is based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Private Placement Memorandum,  the Preliminary  Prospectus  Supplement,  the
Final  Prospectus  Supplement or the  Prospectus,  or arises out of, or is based
upon the omission or alleged  omission to state therein a material fact required
to be stated therein or necessary to make the statements therein in light of the
circumstances under which they were made, not misleading and shall reimburse the
Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the
case may be, their respective partners,  representatives,  Affiliates,  members,
managers,  directors,  officers, employees, agents or Controlling Person for any
legal and other expenses reasonably  incurred by the Trustee,  the Fiscal Agent,
the  Certificate  Registrar or the Paying Agent, as the case may be, or any such
partners,  representatives,  Affiliates, members, managers, directors, officers,
employees,  agents  or  Controlling  Person in  investigating  or  defending  or
preparing to defend against any such loss, claim,  damage,  liability or action;
provided that the  Depositor  shall not be liable in any such case to the extent
that any such loss,  claim,  damage,  liability  or action  arises out of, or is
based upon, any untrue statement or alleged untrue statement or omission made in
any such Private Placement Memorandum,  Preliminary Prospectus Supplement, Final
Prospectus  Supplement or  Prospectus  in reliance  upon and in conformity  with
written  information  concerning the Trustee,  the Fiscal Agent, the Certificate
Registrar or the Paying Agent, as the case may be, furnished to the Depositor by
or on behalf of such person  specifically  for inclusion  therein.  It is hereby
expressly agreed that the only written information  provided by the Trustee, the
Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be,
for inclusion in the  Preliminary  Prospectus  Supplement  and Final  Prospectus
Supplement  is set forth in the case of the  Trustee in the  second,  fourth and
fifth sentences and in the case of the Fiscal Agent in the penultimate  sentence
under the caption entitled "DESCRIPTION OF THE OFFERED CERTIFICATES,The Trustee,
Fiscal Agent, Paying Agent, Certificate Registrar and Authenticating Agent." The
Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the
case may be, shall  immediately  notify the Depositor and the Sellers if a claim
is made by a third party with respect to this  Section  7.11(c)  entitling  such
person, its partners, representatives, Affiliates, members, managers, directors,
officers,  employees, agents or Controlling Person to indemnification hereunder,
whereupon the Depositor shall assume the defense of any such claim (with counsel
reasonably  satisfactory  to such  person) and pay all  expenses  in  connection
therewith,  including counsel fees, and promptly pay,  discharge and satisfy any
judgment  or decree  which may be entered  against it or them in respect of such
claim.  Any failure to so notify the  Depositor  shall not affect any rights the
Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the
case may be, their respective partners,  representatives,  Affiliates,  members,
managers, directors,  officers, employees, agents or Controlling Person may have
to indemnification under this Section 7.11(c), unless the Depositor's defense of
such claim is materially prejudiced thereby. The indemnification provided herein
shall survive the  termination of this Agreement and the  resignation or removal
of the Trustee, the Fiscal Agent or the Paying Agent. The Depositor shall not be
indemnified by the Trust for any expenses incurred by the Depositor arising from
any violation or alleged violation of the 1933 Act or 1934 Act by the Depositor.

            Section 7.12 Fees and Expenses of Trustee,  the Fiscal Agent and the
Paying  Agent.  The Trustee  shall be entitled to receive the Trustee Fee (other
than the portion thereof constituting the Paying Agent Fee) and the Paying Agent
shall be  entitled  to  receive  the  Paying  Agent  Fee,  pursuant  to  Section
5.3(b)(ii)  (which shall not be limited by any  provision of law with respect to
the compensation of a trustee of an express trust), for all services rendered by
it in the  execution  of the  trusts  hereby  created  and in the  exercise  and
performance  of any of the  powers  and duties  respectively,  hereunder  of the
Trustee and the Paying Agent. The Trustee, the Fiscal Agent and the Paying Agent
shall also be entitled to recover  from the Trust all  reasonable  unanticipated
expenses and disbursements incurred or made by the Trustee, the Fiscal Agent and
the Paying Agent in  accordance  with any of the  provisions  of this  Agreement
(including  the  reasonable   compensation  and  the  reasonable   expenses  and
disbursements of its counsel and other Persons not regularly in its employ), not
including  expenses  incurred in the ordinary course of performing its duties as
Trustee, the Fiscal Agent or Paying Agent,  respectively,  hereunder, and except
any such expense,  disbursement  or advance as may arise from the  negligence or
bad faith of such  Person or which is the  responsibility  of the Holders of the
Certificates  hereunder.  The  provisions of this Section 7.12 shall survive any
termination of this Agreement and the resignation or removal of the Trustee, the
Fiscal Agent or the Paying Agent.

            Section 7.13  Collection  of Moneys.  Except as otherwise  expressly
provided in this Agreement,  the Trustee and the Paying Agent may demand payment
or delivery  of, and shall  receive and  collect,  all money and other  property
payable to or receivable by the Trustee or the Paying Agent, as the case may be,
pursuant to this Agreement. The Trustee or the Paying Agent, as the case may be,
shall hold all such money and  property  received by it as part of the Trust and
shall distribute it as provided in this Agreement.  If the Trustee or the Paying
Agent, as the case may be, shall not have timely received amounts to be remitted
with respect to the Mortgage  Loans from the  applicable  Master  Servicer,  the
Trustee or the Paying Agent,  as the case may be, shall request that such Master
Servicer make such distribution as promptly as practicable or legally permitted.
If the  Trustee  or the Paying  Agent,  as the case may be,  shall  subsequently
receive any such amount, it may withdraw such request.

            Section 7.14 Trustee To Act;  Appointment  of Successor.  (a) On and
after the time a Master  Servicer is  terminated  pursuant to this  Agreement in
accordance  with Sections  8.28 and 8.29,  the Trustee shall be the successor in
all respects to such Master  Servicer in its capacity  under this  Agreement and
the transactions set forth or provided for therein and shall have all the rights
and powers and be subject to all the  responsibilities,  duties and  liabilities
relating  thereto and arising  thereafter  placed on such Master Servicer by the
terms and  provisions of this  Agreement;  provided that, any failure to perform
such  duties or  responsibilities  caused by such Master  Servicer's  failure to
provide  required  information  shall not be considered a default by the Trustee
hereunder.  In addition, the Trustee shall have no liability relating to (i) the
representations  and  warranties  of  such  Master  Servicer  contained  in this
Agreement or (ii) any obligation  incurred by such Master  Servicer prior to its
termination  or  resignation   (including,   without  limitation,   such  Master
Servicer's  obligation to repay losses resulting from the investment of funds in
any account established under this Agreement), except any ongoing obligations to
the Primary Servicers arising after the termination of such Master Servicer from
their servicing rights and obligations  under the applicable  Primary  Servicing
Agreement.  In the Trustee's capacity as such successor,  the Trustee shall have
the same  limitations  on  liability  granted to such  Master  Servicer  in this
Agreement.  As compensation  therefor,  the Trustee shall be entitled to receive
all  the  compensation  payable  to  such  Master  Servicer  set  forth  in this
Agreement, including, without limitation, the Master Servicing Fee.

            (b)  Notwithstanding  the above, the Trustee (A) may, if the Trustee
is unwilling  to so act, or (B) shall,  if it is unable to so act,  appoint,  or
petition a court of competent jurisdiction to appoint any established commercial
or multifamily  mortgage  finance  institution,  servicer or Special Servicer or
mortgage servicing  institution having a net worth of not less than $15,000,000,
meeting such other  standards for a successor  servicer as are set forth in this
Agreement and with respect to which Rating Agency  Confirmation is obtained,  as
the successor to such terminated Master Servicer  hereunder in the assumption of
all  of  the  responsibilities,  duties  or  liabilities  of a  servicer  as the
applicable Master Servicer  hereunder and under the applicable Primary Servicing
Agreement.  Pending any such appointment, the Trustee shall act in such capacity
as  hereinabove  provided.  Any entity  designated  by the Trustee as  successor
Master Servicer may be an Affiliate of the Trustee; provided that such Affiliate
must  meet the  standards  for the  Master  Servicer  as set  forth  herein.  In
connection  with such  appointment  and  assumption,  the  Trustee may make such
arrangements  for the compensation of such successor out of payments on Mortgage
Loans as it and such successor  shall agree subject to Section 8.10. The Trustee
and such successor  shall take such actions,  consistent  with this Agreement as
shall be necessary to effectuate  any such  succession.  The  terminated  Master
Servicer  shall  cooperate  with  the  Trustee  and any  successor  servicer  in
effecting the termination of such Master Servicer's  responsibilities and rights
under this Agreement, including, without limitation, notifying Mortgagors of the
assignment  of the  servicing  function and  providing the Trustee and successor
servicer all documents and records in its possession in electronic or other form
reasonably  requested by the successor servicer to enable the successor servicer
to assume such Master  Servicer's  functions  hereunder  and the transfer to the
Trustee or such successor  servicer of all amounts which shall at the time be or
should have been deposited by such Master Servicer in the applicable Certificate
Account  and  any  other  account  or  fund   maintained  with  respect  to  the
Certificates  or thereafter be received by such Master  Servicer with respect to
the Mortgage Loans.  Neither the Trustee nor any other successor  servicer shall
be deemed to be in default  hereunder  by reason of any failure to make,  or any
delay in making, any distribution hereunder or any portion thereof caused by (i)
the  failure of the  terminated  Master  Servicer  to  deliver,  or any delay in
delivering,  cash,  documents or records to it, or (ii) restrictions  imposed by
any regulatory  authority having  jurisdiction  over such Master  Servicer.  The
Trustee shall be reimbursed for all of its  out-of-pocket  expenses  incurred in
connection with obtaining such successor  Master Servicer by the Trust within 30
days of the  Trustee's  submission  of an invoice with respect  thereto,  to the
extent such expenses have not been reimbursed by the terminated  Master Servicer
as provided  herein;  such  expenses  paid by the Trust shall be deemed to be an
Additional Trust Expense.

            (c) On and after the time a Special Servicer is terminated  pursuant
to this  Agreement,  in accordance  with Section 9.30,  the Trustee shall be the
successor in all respects to such  Special  Servicer in its capacity  under this
Agreement and the  transactions set forth or provided for therein and shall have
all the rights and powers and be subject to all the responsibilities, duties and
liabilities  relating  thereto and  arising  thereafter  placed on such  Special
Servicer by the terms and  provisions  of this  Agreement;  provided  that,  any
failure  to  perform  such  duties or  responsibilities  caused by such  Special
Servicer's  failure to provide  required  information  shall not be considered a
default  by the  Trustee  hereunder.  In  addition,  the  Trustee  shall have no
liability  relating to (i) the  representations  and  warranties of such Special
Servicer  contained in this  Agreement or (ii) any  obligation  incurred by such
Special  Servicer  prior to its  termination  or  resignation.  In the Trustee's
capacity as such  successor,  the  Trustee  shall have the same  limitations  on
liability  granted to such Special  Servicer in this Agreement.  As compensation
therefor,  the Trustee shall be entitled to receive all the compensation payable
to such  Special  Servicer  set  forth  in this  Agreement,  including,  without
limitation the Special Servicer Compensation.

            (d) Notwithstanding the above, the Trustee may, if the Trustee shall
be  unwilling  to so act,  or  shall,  if it is unable  to so act,  appoint,  or
petition  a  court  of  competent   jurisdiction  to  appoint,  any  established
commercial or multifamily  mortgage  finance  institution,  special  servicer or
mortgage servicing  institution having a net worth of not less than $15,000,000,
and meeting such other  standards  for a successor  Special  Servicer as are set
forth in Section 9.21, and with respect to which Rating Agency  Confirmation  is
obtained,  as the successor to the terminated  Special Servicer hereunder in the
assumption of all of the  responsibilities,  duties or  liabilities of a special
servicer  as Special  Servicer  hereunder.  Pending  any such  appointment,  the
Trustee  shall  act  in  such  capacity  as  hereinabove  provided.  Any  entity
designated by the Trustee as successor  Special  Servicer may be an Affiliate of
the  Trustee;  provided  that  such  Affiliate  must  meet the  standards  for a
successor Special Servicer set forth herein. In connection with such appointment
and assumption,  the Trustee may make such  arrangements for the compensation of
such successor out of payments on Mortgage Loans as it and such successor  shall
agree;  provided that no such compensation  shall be in excess of that permitted
to the terminated  Special  Servicer under this Agreement.  The Trustee and such
successor  shall take such actions,  consistent  with this Agreement as shall be
necessary to effectuate any such  succession.  The terminated  Special  Servicer
shall cooperate with the Trustee and any successor Special Servicer in effecting
the  termination of such Special  Servicer's  responsibilities  and rights under
this Agreement, including, without limitation, notifying Mortgagors of Specially
Serviced Mortgage Loans of the assignment of the special servicing  function and
providing the Trustee and successor  Special  Servicer all documents and records
in its  possession  in  electronic  or other form  reasonably  requested  by the
successor  Special  Servicer to enable the successor  Special Servicer to assume
such Special Servicer's  functions  hereunder and the transfer to the Trustee or
such  successor  Special  Servicer of all amounts  which shall at the time be or
should have been deposited by the terminated  Special Servicer in the applicable
Certificate Account and any other account or fund maintained with respect to the
Certificates or thereafter be received by such Special  Servicer with respect to
the Mortgage Loans. Neither the Trustee nor any other successor Special Servicer
shall be deemed to be in default  hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the terminated  Special Servicer to deliver,  or any delay in
delivering,  cash,  documents or records to it, or (ii) restrictions  imposed by
any regulatory  authority having  jurisdiction over such Special  Servicer.  The
Trustee shall be reimbursed for all of its  out-of-pocket  expenses  incurred in
connection with obtaining such successor Special Servicer by the Trust within 30
days of  submission  of an invoice with  respect  thereto but only to the extent
such expenses have not been  reimbursed by the  terminated  Special  Servicer as
provided  herein;  and such  expenses paid by the Trust shall be deemed to be an
Additional Trust Expense.

            Section 7.15  Notification to Holders.  Upon termination of a Master
Servicer,  the Paying Agent or a Special Servicer, or appointment of a successor
to such Master Servicer,  the Paying Agent or such Special Servicer, the Trustee
shall promptly mail notice  thereof by first class mail to the Rating  Agencies,
the  Operating  Adviser,  the  Sellers  and  the   Certificateholders  at  their
respective addresses appearing on the Certificate Register.

            Section 7.16      Representations  and Warranties of the Trustee,
the Fiscal  Agent and the Paying  Agent.  (a) The  Trustee  hereby  represents
and warrants as of the date hereof that:

            (i) the Trustee is a national banking  association,  duly organized,
      validly  existing  and in good  standing  under  the  laws  governing  its
      creation  and  existence  and has  full  power  and  authority  to own its
      property,  to carry on its business as presently  conducted,  and to enter
      into and perform its obligations under this Agreement;

            (ii) the  execution  and  delivery by the Trustee of this  Agreement
      have  been  duly  authorized  by all  necessary  action on the part of the
      Trustee;  neither the  execution and delivery of this  Agreement,  nor the
      consummation  of the  transactions  contemplated  in this  Agreement,  nor
      compliance  with the provisions of this  Agreement,  will conflict with or
      result in a breach  of, or  constitute  a  default  under,  (i) any of the
      provisions of any law, governmental rule, regulation,  judgment, decree or
      order binding on the Trustee or its properties  that would  materially and
      adversely  affect the Trustee's  ability to perform its obligations  under
      this Agreement, (ii) the organizational documents of the Trustee, or (iii)
      the terms of any material  agreement or instrument to which the Trustee is
      a party  or by which it is  bound;  the  Trustee  is not in  default  with
      respect  to any order or decree of any court or any order,  regulation  or
      demand of any  federal,  state,  municipal or other  governmental  agency,
      which default would materially and adversely affect its performance  under
      this Agreement;

            (iii) the execution, delivery and performance by the Trustee of this
      Agreement and the  consummation of the  transactions  contemplated by this
      Agreement do not require the consent, approval, authorization or order of,
      the giving of notice to or the  registration  with any  state,  federal or
      other governmental authority or agency, except such as has been or will be
      obtained, given, effected or taken in order for the Trustee to perform its
      obligations under this Agreement;

            (iv) this  Agreement  has been duly  executed  and  delivered by the
      Trustee and,  assuming due  authorization,  execution  and delivery by the
      other parties  hereto,  constitutes a valid and binding  obligation of the
      Trustee,  enforceable  against the Trustee in  accordance  with its terms,
      subject,  as  to  enforcement  of  remedies,  to  applicable   bankruptcy,
      reorganization,  insolvency,  moratorium  and other similar laws affecting
      creditors' rights generally as from time to time in effect, and to general
      principles  of  equity  (regardless  of  whether  such  enforceability  is
      considered in a proceeding in equity or at law); and

            (v)  no  litigation  is  pending  or,  to the  Trustee's  knowledge,
      threatened,  against the Trustee  that,  either in one  instance or in the
      aggregate,  would draw into  question the validity of this  Agreement,  or
      which would be likely to impair  materially  the ability of the Trustee to
      perform under the terms of this Agreement.

            [(b)        The Fiscal Agent hereby  represents and warrants as of
the date hereof that:

            (i)  the  Fiscal  Agent  is  a  foreign  banking   corporation  duly
      organized,  validly existing and in good standing under the laws governing
      its creation and existence and has full  corporate  power and authority to
      own its property, to carry on its business as presently conducted,  and to
      enter into and perform its obligations under this Agreement;

            (ii)  the  execution  and  delivery  by the  Fiscal  Agent  of  this
      Agreement have been duly authorized by all necessary  corporate  action on
      the part of the Fiscal  Agent;  neither the execution and delivery of this
      Agreement,  nor the consummation of the transactions  contemplated in this
      Agreement,  nor  compliance  with the provisions of this  Agreement,  will
      conflict with or result in a breach of, or constitute a default under, (i)
      any of the provisions of any law, governmental rule, regulation, judgment,
      decree or order binding on the Fiscal Agent or its  properties  that would
      materially and adversely  affect the Fiscal Agent's ability to perform its
      obligations under this Agreement, (ii) the organizational documents of the
      Fiscal Agent,  or (iii) the terms of any material  agreement or instrument
      to which the Fiscal  Agent is a party or by which it is bound;  the Fiscal
      Agent is not in default  with  respect to any order or decree of any court
      or any order,  regulation  or demand of any federal,  state,  municipal or
      other  governmental  agency,  which default would materially and adversely
      affect its performance under this Agreement;

            (iii) the execution, delivery and performance by the Fiscal Agent of
      this Agreement and the  consummation of the  transactions  contemplated by
      this  Agreement do not require the  consent,  approval,  authorization  or
      order of, the giving of notice to, or the  registration  with,  any state,
      federal or other governmental authority or agency, except such as has been
      obtained, given, effected or taken prior to the date hereof;

            (iv) this  Agreement  has been duly  executed  and  delivered by the
      Fiscal Agent and,  assuming due  authorization,  execution and delivery by
      the other parties  hereto,  constitutes a valid and binding  obligation of
      the Fiscal Agent,  enforceable against the Fiscal Agent in accordance with
      its  terms,   subject,  as  to  enforcement  of  remedies,  to  applicable
      bankruptcy, reorganization,  insolvency, moratorium and other similar laws
      affecting  creditors' rights generally as from time to time in effect, and
      to general principles of equity (regardless of whether such enforceability
      is considered in a proceeding in equity or at law); and

            (v) no  litigation is pending or, to the Fiscal  Agent's  knowledge,
      threatened,  against the Fiscal Agent that,  either in any one instance or
      in the aggregate, would draw into question the validity of this Agreement,
      or which  would be likely to impair  materially  the ability of the Fiscal
      Agent to perform under the terms of this Agreement.

            (c)   The Paying  Agent hereby  represents  and warrants as of the
date hereof that:

            (i)  the  Paying  Agent  is a  national  banking  association,  duly
      organized,  validly existing and in good standing under the laws governing
      its creation  and  existence  and has full power and  authority to own its
      property,  to carry on its business as presently  conducted,  and to enter
      into and perform its obligations under this Agreement;

            (ii)  the  execution  and  delivery  by the  Paying  Agent  of  this
      Agreement have been duly authorized by all necessary action on the part of
      the Paying Agent;  neither the  execution and delivery of this  Agreement,
      nor the consummation of the  transactions  contemplated in this Agreement,
      nor compliance with the provisions of this  Agreement,  will conflict with
      or result in a breach of, or  constitute a default  under,  (i) any of the
      provisions of any law, governmental rule, regulation,  judgment, decree or
      order binding on the Paying Agent or its properties that would  materially
      and adversely affect the Paying Agent's ability to perform its obligations
      under this  Agreement,  (ii) the  organizational  documents  of the Paying
      Agent, or (iii) the terms of any material agreement or instrument to which
      the Paying  Agent is a party or by which it is bound;  the Paying Agent is
      not in  default  with  respect  to any order or decree of any court or any
      order,  regulation  or demand of any  federal,  state,  municipal or other
      governmental  agency,  which default would materially and adversely affect
      its performance under this Agreement;

            (iii) the execution, delivery and performance by the Paying Agent of
      this Agreement and the  consummation of the  transactions  contemplated by
      this  Agreement do not require the  consent,  approval,  authorization  or
      order of,  the  giving of notice to or the  registration  with any  state,
      federal or other governmental authority or agency, except such as has been
      or will be  obtained,  given,  effected  or taken in order for the  Paying
      Agent to perform its obligations under this Agreement;

            (iv) this  Agreement  has been duly  executed  and  delivered by the
      Paying Agent and,  assuming due  authorization,  execution and delivery by
      the other parties  hereto,  constitutes a valid and binding  obligation of
      the Paying Agent,  enforceable against the Paying Agent in accordance with
      its  terms,   subject,  as  to  enforcement  of  remedies,  to  applicable
      bankruptcy, reorganization,  insolvency, moratorium and other similar laws
      affecting  creditors' rights generally as from time to time in effect, and
      to general principles of equity (regardless of whether such enforceability
      is considered in a proceeding in equity or at law); and

            (v) there are no  actions,  suits or  proceeding  pending or, to the
      best of the Paying Agent's knowledge, threatened, against the Paying Agent
      that, either in one instance or in the aggregate, would draw into question
      the  validity  of this  Agreement,  or which  would be  likely  to  impair
      materially  the ability of the Paying Agent to perform  under the terms of
      this Agreement.

            Section 7.17 Fidelity Bond and Errors and Omissions Insurance Policy
Maintained by the Trustee,  the Fiscal Agent and the Paying  Agent.  Each of the
Trustee,  the Fiscal Agent and the Paying Agent, at its own respective  expense,
shall  maintain in effect a Fidelity Bond and a Errors and  Omissions  Insurance
Policy.  The Errors and  Omissions  Insurance  Policy and Fidelity Bond shall be
issued by a  Qualified  Insurer in form and in amount  customary  for  trustees,
fiscal agents or paying agents in similar  transactions (unless the Trustee, the
Fiscal Agent or the Paying  Agent,  as the case may be, self insures as provided
below).  In the event that any such  Errors and  Omissions  Insurance  Policy or
Fidelity  Bond  ceases to be in effect,  the  Trustee,  the Fiscal  Agent or the
Paying Agent, as the case may be, shall obtain a comparable  replacement  policy
or bond from an insurer or issuer meeting the requirements set forth above as of
the  date of such  replacement.  So long as the  long-term  debt  rating  of the
Trustee,  the Fiscal Agent or the Paying Agent,  as the case may be, is not less
than "A" as rated by S&P,  if rated by S&P and  "Baa1" as rated by  Moody's,  if
rated by Moody's,  respectively,  the  Trustee,  the Fiscal  Agent or the Paying
Agent,  as the case may be, may self-insure for the Fidelity Bond and the Errors
and Omissions Insurance Policy.

                                  ARTICLE VIII

                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

            Section 8.1 Servicing Standard; Servicing Duties. (a) Subject to the
express provisions of this Agreement, for and on behalf of the Trust and for the
benefit of the  Certificateholders  as a whole and,  solely as it relates to the
San Tomas  Mortgage Loan, for the benefit of the holder of the San Tomas B Note,
each Master Servicer shall service and administer its respective  Mortgage Loans
and, if  applicable,  the San Tomas B Note,  in  accordance  with the  Servicing
Standard and the terms of this  Agreement  (subject to the  servicing of the One
Seaport Plaza Pari Passu Loan by the 2002-IQ2  Master  Servicer and the 2002-IQ2
Special   Servicer  in  accordance  with  the  2002-IQ2  Pooling  and  Servicing
Agreement).

            The  General  Master  Servicer  shall be the  Master  Servicer  with
respect to all the Mortgage  Loans (other than the One Seaport  Plaza Pari Passu
Loan) and other  assets in the Trust  other than the NCB Trust  Assets  and,  as
such, shall service and administer such assets (other than the NCB Trust Assets)
as shall be required of such Master  Servicer  hereunder with respect to such of
the Trust  assets  (other than the NCB Trust  Assets).  The NCB Master  Servicer
shall be the Master  Servicer with respect to the NCB Trust Assets and, as such,
shall service and  administer  such of the NCB Trust Assets as shall be required
of such Master Servicer hereunder with respect to such of the NCB Trust Assets.

            In connection with such servicing and administration, the applicable
Master  Servicer  shall seek to maximize the timely  recovery of  principal  and
interest  on  the  Mortgage  Notes  in  the  best  economic   interests  of  the
Certificateholders  as a whole (or, in the case of the San Tomas  Mortgage Loan,
the  Certificateholders  and the holder of the San Tomas B Note, as a collective
whole);  provided,  however, that nothing herein contained shall be construed as
an  express  or implied  guarantee  by the  applicable  Master  Servicer  of the
collectability  of  payments  on the  Mortgage  Loans or shall be  construed  as
impairing or adversely affecting any rights or benefits specifically provided by
this  Agreement to the  applicable  Master  Servicer,  including with respect to
Master Servicing Fees or the right to be reimbursed for Advances.

            (b)  The  applicable  Master  Servicer,  in  the  case  of an  event
specified  in clause  (x) of this  subclause  (b),  and the  applicable  Special
Servicer, in the case of an event specified in clause (y) of this subclause (b),
shall each send a written  notice to the other and to the Trustee and the Paying
Agent,  the  Operating  Adviser,  each  Seller and, in the case of the San Tomas
Mortgage  Loan,  the holder of the San Tomas B Note,  within two  Business  Days
after  becoming  aware (x) that a Servicing  Transfer  Event has  occurred  with
respect  to  a  Mortgage  Loan  or  (y)  that  a  Mortgage  Loan  has  become  a
Rehabilitated Mortgage Loan, which notice shall identify the applicable Mortgage
Loan and, in the case of an event  specified in clause (x) of this subclause (b)
above, the Servicing Transfer Event that occurred.

            (c)  With  respect  to each  Mortgage  Loan  that is  subject  to an
Environmental  Insurance Policy,  for as long as it is not a Specially  Serviced
Mortgage Loan, if any of the applicable Master Servicer,  the applicable Special
Servicer or the applicable  Primary  Servicer has actual  knowledge of any event
giving  rise to a claim under an  Environmental  Insurance  Policy,  such Person
shall notify the related Master  Servicer,  the related Special Servicer and the
related Primary Servicer, as applicable, to such effect and such Master Servicer
shall take reasonable  actions as are in accordance with the Servicing  Standard
and the terms and conditions of such  Environmental  Insurance  Policy to make a
claim  thereunder  and  achieve the payment of all amounts to which the Trust is
entitled  thereunder.  Any legal fees or other  out-of-pocket  costs incurred in
accordance  with the Servicing  Standard in connection with any such claim shall
be paid by, and reimbursable  to, the applicable  Master Servicer as a Servicing
Advance.

            (d) In  connection  with any  extension  of the  Maturity  Date of a
Mortgage Loan, the applicable  Master  Servicer shall give prompt written notice
of such extension to the insurer under the  Environmental  Insurance  Policy and
shall  execute  such  documents  as are  reasonably  required by such insurer to
procure an extension of such policy (if available).

            Section 8.2 Fidelity Bond and Errors and Omissions  Insurance Policy
Maintained by the Master Servicers.  Each Master Servicer, at its expense, shall
maintain in effect a Servicer  Fidelity Bond and a Servicer Errors and Omissions
Insurance  Policy.  The  Servicer  Errors  and  Omissions  Insurance  Policy and
Servicer  Fidelity Bond shall be issued by a Qualified  Insurer (unless a Master
Servicer  self insures as provided  below) and be in form and amount  consistent
with the  Servicing  Standard.  In the event that any such  Servicer  Errors and
Omissions Insurance Policy or Servicer Fidelity Bond ceases to be in effect, the
applicable Master Servicer shall obtain a comparable  replacement policy or bond
from an insurer or issuer  meeting  the  requirements  set forth above as of the
date of such  replacement.  So long as the long-term rating of a Master Servicer
is not in any  event  less  than  "A" as  rated  by S&P and  "Baa1"  as rated by
Moody's,  respectively,  such Master  Servicer may  self-insure for the Servicer
Fidelity Bond and the Servicer Errors and Omissions Insurance Policy.

            Section 8.3 Master  Servicers'  General  Power and Duties.  (a) Each
Master  Servicer  shall  service and  administer  the Mortgage  Loans and shall,
subject to Sections 8.7, 8.18,  8.19,  8.27,  9.39 and Article XII hereof and as
otherwise  provided  herein and by the Code, have full power and authority to do
any and all things which it may deem  necessary or desirable in connection  with
such servicing and administration in accordance with the Servicing Standard.  To
the extent consistent with the foregoing and subject to any express  limitations
and provisions set forth in this Agreement  (and, in the case of the One Seaport
Plaza Pari Passu Loan,  subject to the  servicing of the One Seaport  Plaza Pari
Passu Loan by the 2002-IQ2  Master  Servicer and the 2002-IQ2  Special  Servicer
and,  in the case of the San  Tomas  Mortgage  Loan,  subject  to the San  Tomas
Intercreditor  Agreement),  such  power and  authority  shall  include,  without
limitation,  the right, subject to the terms hereof, (A) to execute and deliver,
on behalf  of the  Certificateholders  (and,  in  connection  with the San Tomas
Mortgage  Loan,  the holder of the San Tomas B Note) and the Trustee,  customary
consents or waivers and other  instruments  and  documents  (including,  without
limitation,   estoppel   certificates,    financing   statements,   continuation
statements,  title  endorsements and reports and other documents and instruments
necessary to preserve and  maintain the lien on the related  Mortgaged  Property
and  related  collateral),  (B) to consent to  assignments  and  assumptions  or
substitutions,  and transfers of interest of any Mortgagor, in each case subject
to and in  accordance  with the terms of the related  Mortgage  Loan and Section
8.7,  (C) to collect any  Insurance  Proceeds,  (D)  subject to Section  8.7, to
consent to any  subordinate  financings  to be secured by any related  Mortgaged
Property  to the extent that such  consent is required  pursuant to the terms of
the related  Mortgage or which  otherwise is required,  and,  subject to Section
8.7, to consent to any  mezzanine  debt to the extent  such  consent is required
pursuant to the terms of the related Mortgage; (E) to consent to the application
of any proceeds of insurance policies or condemnation  awards to the restoration
of the related Mortgaged Property or otherwise and to administer and monitor the
application  of such  proceeds  and awards in  accordance  with the terms of the
Mortgage Loan as the  applicable  Master  Servicer  deems  reasonable  under the
circumstances,  (F) to execute and deliver, on behalf of the  Certificateholders
(and,  in connection  with the San Tomas  Mortgage  Loan,  the holder of the San
Tomas B Note) and the Trustee, documents relating to the management,  operation,
maintenance,  repair, leasing and marketing of the related Mortgaged Properties,
including agreements and requests by the Mortgagor with respect to modifications
of the standards of operation and management of the Mortgaged  Properties or the
replacement of asset managers, (G) to consent to any operation or action under a
Mortgage  Loan that is  contemplated  or  permitted  under a  Mortgage  or other
documents  evidencing  or securing  the  applicable  Mortgage  Loan (either as a
matter of right or upon  satisfaction of specified  conditions),  (H) to obtain,
release, waive or modify any term other than a Money Term of a Mortgage Loan and
related documents subject to and to the extent permitted by Section 8.18, (I) to
exercise all rights,  powers and privileges granted or provided to the holder of
the Mortgage Notes and the San Tomas B Note under the terms of the Mortgage Loan
or the San Tomas  Mortgage  Loan,  including  all rights of consent or  approval
thereunder,  (J) to enter into lease subordination  agreements,  non-disturbance
and attornment  agreements or other leasing or rental  arrangements which may be
requested by the Mortgagor or the Mortgagor's tenants, (K) to join the Mortgagor
in granting,  modifying  or  releasing  any  easements,  covenants,  conditions,
restrictions,  equitable  servitudes,  or land use or zoning  requirements  with
respect to the Mortgaged Properties to the extent such does not adversely affect
the value of the related Mortgage Loan or Mortgaged Property, (L) to execute and
deliver,  on behalf of itself,  the Trustee,  the Trust (and, in connection with
the San Tomas Mortgage Loan, the holder of the San Tomas B Note) or any of them,
any and all instruments of satisfaction or  cancellation,  or of partial or full
release or discharge and all other comparable  instruments,  with respect to the
Mortgage  Loans  and the San  Tomas B Note and  with  respect  to the  Mortgaged
Properties,  and (M) cause to be held on behalf of the  Trustee,  in  accordance
with the terms of any Mortgage Loan and this Agreement,  Defeasance  Collateral.
The foregoing  clauses (A) through (M) are referred to  collectively  as "Master
Servicer Consent Matters." Additionally, consistent with the Servicing Standard,
each Master Servicer has the right to waive default  interest and Late Fees with
respect to its Mortgage Loans.  Notwithstanding  the above, the Master Servicers
shall have no power to (i) waive any Prepayment  Premiums or (ii) consent to any
modification  of a Money Term. In addition,  subject to the Servicing  Standard,
the Master  Servicers  shall not accept any prepayment of principal with respect
to any  Mortgage  Loan on any date other than the  related  Due Date unless such
payment is  accompanied  by a payment of the  interest  due with respect to such
Mortgage Loan up to the next  succeeding  Due Date or unless such  prepayment is
required to be permitted  under the related  Mortgage  Loan  documents on a date
other than the related Due Date. Nothing contained in this Agreement shall limit
the ability of the Master Servicers to lend money to (to the extent not secured,
in  whole or in part,  by any  Mortgaged  Property),  accept  deposits  from and
otherwise  generally  engage  in any  kind of  business  or  dealings  with  any
Mortgagor as though the Master  Servicers  were not a party to this Agreement or
to the transactions  contemplated hereby; provided,  however, that this sentence
shall not modify the Servicing Standard.

            (b) No Master  Servicer shall be obligated to service and administer
the  Mortgage  Loans which have become and  continue  to be  Specially  Serviced
Mortgage Loans,  except as specifically  provided  herein.  Such Master Servicer
shall be required  to make all  calculations  and  prepare all reports  required
hereunder  with respect to such  Specially  Serviced  Mortgage Loans (other than
calculations and reports expressly required to be made by the applicable Special
Servicer  hereunder)  as if no Servicing  Transfer  Event had occurred and shall
continue to collect all Scheduled Payments, make Servicing Advances as set forth
herein,  make P&I Advances  (except with respect to the San Tomas B Note) as set
forth herein and render such incidental  services with respect to such Specially
Serviced Mortgage Loans, all as are specifically  provided for herein, but shall
have no other servicing or other duties with respect to such Specially  Serviced
Mortgage  Loans.  Each Master  Servicer  shall give notice within three Business
Days to the applicable Special Servicers of any collections it receives from any
Specially  Serviced Mortgage Loans,  subject to changes agreed upon from time to
time by such Special  Servicer and such Master  Servicer.  Each Special Servicer
shall  instruct  within  one  Business  Day  after  receiving  such  notice  the
applicable  Master  Servicer on how to apply such funds.  The applicable  Master
Servicer within one Business Day after receiving such  instructions  shall apply
such funds in accordance with the applicable  Special  Servicer's  instructions.
Each  Mortgage  Loan that  becomes a  Specially  Serviced  Mortgage  Loan  shall
continue as such until such Mortgage Loan becomes a Rehabilitated Mortgage Loan.
No Master  Servicer  shall be  required  to  initiate  extraordinary  collection
procedures  or  legal  proceedings  with  respect  to any  Mortgage  Loan  or to
undertake any pre-foreclosure procedures.

            (c) Concurrently  with the execution of this Agreement,  the Trustee
will sign Powers of Attorney attached hereto as Exhibit S-1-A and Exhibit S-1-B.
Each Master Servicer,  shall promptly notify the Trustee of the recording of any
document on behalf of the  Trustee  under such  Power-of-Attorney.  From time to
time until the termination of the Trust,  upon receipt of additional  unexecuted
powers of  attorney  from the Master  Servicers  or the Special  Servicers,  the
Trustee shall execute and return to any Master Servicer, any Special Servicer or
any Primary  Servicer  any  additional  powers of attorney  and other  documents
necessary  or  appropriate  to enable  such  Master  Servicer  and such  Special
Servicer  to service  and  administer  the  Mortgage  Loans  including,  without
limitation,  documents  relating  to  the  management,  operation,  maintenance,
repair,  leasing or marketing of the Mortgaged Properties.  Each Master Servicer
shall indemnify the Trustee for any costs,  liabilities and expenses  (including
attorneys'  fees) incurred by the Trustee in connection  with the intentional or
negligent misuse of such power of attorney by a Master Servicer. Notwithstanding
anything contained herein to the contrary,  neither the Master Servicers nor the
Special Servicers shall without the Trustee's written consent:  (i) initiate any
action,  suit or proceeding  solely under the Trustee's name without  indicating
such Master  Servicer's or Special  Servicer's,  as  applicable,  representative
capacity  or (ii) take any action  with the intent to, and which  actually  does
cause,  the Trustee to be  registered  to do  business  in any state;  provided,
however,  that the  preceding  clause (i) shall not apply to the  initiation  of
actions  relating to a Mortgage Loan, which such Master Servicer or such Special
Servicer,  as the case may be, is servicing  pursuant to its  respective  duties
herein (in which case such Master Servicer or such Special Servicer, as the case
may be,  shall  give  prior  notice to the  Trustee  of the  initiation  of such
action). The limitations of the preceding clause shall not be construed to limit
any duty or obligation  imposed on the Trustee under any other provision of this
Agreement.

            (d) Each Master  Servicer  shall make  efforts  consistent  with the
Servicing  Standard  and the terms of this  Agreement  to collect  all  payments
called  for under the terms and  provisions  of the  applicable  Mortgage  Loans
(other than Specially Serviced Mortgage Loans or REO Properties).

            (e) Each Master  Servicer  (or any  Primary  Servicer on its behalf)
shall  segregate  and hold all funds  collected  and  received  pursuant  to any
Mortgage  Loan (other than the One Seaport  Plaza Pari Passu Loan)  constituting
Escrow  Amounts  separate and apart from any of its own funds and general assets
and shall  establish  and maintain  one or more  segregated  custodial  accounts
(each,  an "Escrow  Account")  into which all Escrow  Amounts shall be deposited
within one Business Day after receipt.  Each Escrow Account shall be an Eligible
Account  except with  respect to Mortgage  Loans  identified  on Schedule IX for
which Escrow Accounts shall be transferred to Eligible  Accounts at the earliest
date permitted under the related  Mortgage Loan documents.  Each Master Servicer
shall also deposit into each applicable Escrow Account any amounts  representing
losses on Eligible Investments pursuant to the immediately  succeeding paragraph
and any  Insurance  Proceeds or  Liquidation  Proceeds  which are required to be
applied to the restoration or repair of any Mortgaged  Property  pursuant to the
related  Mortgage  Loan.  Each Escrow  Account shall be maintained in accordance
with the  requirements  of the related  Mortgage Loan and in accordance with the
Servicing Standard. Withdrawals from an Escrow Account may be made only:

            (i) to effect timely payments of items  constituting  Escrow Amounts
      for the related Mortgage Loan;

            (ii) to transfer funds to the applicable Certificate Account (or any
      sub-account  thereof) to reimburse the applicable  Master Servicer for any
      Advance  relating to Escrow Amounts,  but only from amounts  received with
      respect to the related  Mortgage Loan which represent late  collections of
      Escrow Amounts thereunder;

            (iii) for  application  to the  restoration or repair of the related
      Mortgaged  Property in accordance  with the related  Mortgage Loan and the
      Servicing Standard;

            (iv) to clear and terminate such Escrow Account upon the termination
      of this Agreement or pay-off of the related Mortgage Loan;

            (v) to pay from time to time to the related  Mortgagor  any interest
      or investment  income earned on funds  deposited in the applicable  Escrow
      Account if such income is  required  to be paid to the  related  Mortgagor
      under applicable law or by the terms of the Mortgage Loan, or otherwise to
      the applicable Master Servicer; and

            (vi) to remove any funds deposited in a Escrow Account that were not
      required to be deposited  therein or to refund  amounts to the  Mortgagors
      determined to be overages.

            Subject to the  immediately  succeeding  sentence,  (i) each  Master
Servicer may direct any  depository  institution  or trust  company in which the
applicable  Escrow  Accounts are  maintained to invest the funds held therein in
one or more Eligible  Investments;  provided,  however, that such funds shall be
either (x) immediately  available or (y) available in accordance with a schedule
which will permit such Master Servicer to meet the payment obligations for which
the applicable  Escrow Account was established;  (ii) each Master Servicer shall
be entitled to all income and gain realized from any such investment of funds as
additional servicing compensation;  and (iii) each Master Servicer shall deposit
from its own  funds in the  applicable  Escrow  Account  the  amount of any loss
incurred  in  respect  of any  such  investment  of funds  immediately  upon the
realization of such loss. The Master  Servicers  shall not direct the investment
of funds held in any  Escrow  Account  and  retain the income and gain  realized
therefrom if the terms of the related Mortgage Loan or applicable law permit the
Mortgagor to be entitled to the income and gain realized from the  investment of
funds  deposited  therein,  and the Master  Servicers  shall not be  required to
invest amounts on deposit in applicable Escrow Accounts in Eligible  Investments
or Eligible  Accounts to the extent that the Master  Servicers  are  required by
either law or under the terms of any related  Mortgage Loan to deposit or invest
(or the  Mortgagor  is  entitled to direct the  deposit or  investment  of) such
amounts  in  another  type of  investments  or  accounts.  In the event a Master
Servicer is not entitled to direct the investment of such funds, (1) such Master
Servicer shall direct the depository  institution or trust company in which such
Escrow  Accounts are  maintained  to invest the funds held therein in accordance
with  the  Mortgagor's  written  investment  instructions,  if the  terms of the
related  Mortgage Loan or applicable law require such Master  Servicer to invest
such funds in accordance with the Mortgagor's directions; and (2) in the absence
of appropriate  written  instructions  from the Mortgagor,  the Master Servicers
shall have no obligation  to, but may be entitled to,  direct the  investment of
such  funds;  provided,  however,  that in either  event (i) such funds shall be
either (y) immediately  available or (z) available in accordance with a schedule
which will permit the Master Servicers to meet the payment obligations for which
the applicable  Escrow Account was  established,  and (ii) the Master  Servicers
shall  have no  liability  for any loss in  investments  of such  funds that are
invested pursuant to written instructions from the Mortgagor.

            (f) The relationship of each of the Master Servicers and the Special
Servicers  to the  Trustee  and the Paying  Agent and to each  other  under this
Agreement is intended by the parties to be that of an independent contractor and
not of a joint venturer, partner or agent.

            (g) With respect to each Mortgage  Loan, if required by the terms of
the related  Mortgage Loan,  any Lock-Box  Agreement or similar  agreement,  the
applicable Master Servicer shall establish and maintain,  in accordance with the
Servicing  Standard,  one or more lock-box,  cash management or similar accounts
("Lock-Box Accounts") to be held outside the Trust and maintained by such Master
Servicer  in  accordance  with the terms of the  related  Mortgage.  No Lock-Box
Account  is  required  to be an  Eligible  Account,  unless  otherwise  required
pursuant to the related Mortgage Loan documents.  The applicable Master Servicer
shall apply the funds deposited in such accounts in accordance with terms of the
related Mortgage Loan documents,  any Lock-Box  Agreement and in accordance with
the Servicing Standard.

            (h) The applicable  Master  Servicer or any Primary  Servicer on its
behalf shall process all  defeasances of Mortgage  Loans in accordance  with the
terms of the  Mortgage  Loan  documents,  and shall be entitled to any fees paid
relating thereto. The applicable Master Servicer shall not permit defeasance (or
partial defeasance if permitted under the Mortgage Loan) of any Mortgage Loan on
or before the second anniversary of the Closing Date unless such defeasance will
not result in an Adverse  REMIC Event and such Master  Servicer  has received an
opinion of counsel to such effect and all items in the  following  sentence have
been  satisfied.  Subsequent to the second  anniversary of the Closing Date, the
applicable Master Servicer, in connection with the defeasance of a Mortgage Loan
shall require (to the extent it is not inconsistent with the Servicing Standard)
that:  (i) the  defeasance  collateral  consists of  "government  securities" as
defined in the 1940 Act,  subject to Rating  Agency  approval,  (ii) such Master
Servicer has received evidence  satisfactory to it, that the defeasance will not
result in an  Adverse  REMIC  Event,  (iii)  either  (A) the  related  Mortgagor
designates a Single-Purpose  Entity (if the Mortgagor no longer complies) to own
the  Defeasance  Collateral  (subject to customary  qualifications)  or (B) such
Master Servicer has established a  Single-Purpose  Entity to hold all Defeasance
Collateral  relating to the Defeasance Loans (in its corporate  capacity and not
as agent of or on behalf of the Trust or the Trustee), (iv) such Master Servicer
has requested and received from the Mortgagor (A) an opinion of counsel that the
Trustee  will  have a  perfected,  first  priority  security  interest  in  such
Defeasance  Collateral and (B) written  confirmation  from a firm of independent
accountants  stating  that  payments  made  on  such  Defeasance  Collateral  in
accordance with the terms thereof will be sufficient to pay the subject Mortgage
Loan (or the defeased  portion thereof in connection with a partial  defeasance)
in full on or before its Maturity  Date (or, in the case of the ARD Loan,  on or
before  its  Anticipated  Repayment  Date)  and to  timely  pay each  subsequent
Scheduled  Payment,  (v) (A) such Master  Servicer shall receive a Rating Agency
Confirmation  if the Mortgage Loan  (together  with any other Mortgage Loan with
which it is  cross-collateralized)  has a  Principal  Balance  greater  than the
lesser of  $20,000,000  and 5% of the  Aggregate  Certificate  Balance  (or such
higher  threshold as shall be published by S&P),  unless such Rating  Agency has
waived in writing  such Rating  Agency  Confirmation  requirement  or (B) if the
Mortgage  Loan is less than or equal to both of the  amounts set forth in clause
(A), either a Notice and  Certification in the form attached hereto as Exhibit Z
(or such less  restrictive  form as shall be adopted by S&P) or a Rating  Agency
Confirmation  is  received  from S&P and (vi) a Rating  Agency  Confirmation  is
received if the  Mortgage  Loan is one of the ten  largest  Mortgage  Loans,  by
Principal Balance. Any customary and reasonable  out-of-pocket  expense incurred
by the applicable  Master Servicer pursuant to this Section 8.3(h) shall be paid
by the  Mortgagor  of the  Defeasance  Loan  pursuant to the  related  Mortgage,
Mortgage Note or other  pertinent  document,  if so allowed by the terms of such
documents.

            The parties hereto acknowledge that, if a Seller shall have breached
the  representation  set forth in paragraph 25 of Exhibit 2 to the Mortgage Loan
Purchase Agreements regarding the obligations of a Mortgagor to pay the costs of
a tax opinion  associated  with the full or partial  release or  substitution of
collateral  for a Mortgage Loan because the related  Mortgage Loan  documents do
not require the related Mortgagor to pay costs related thereto, to the extent an
amount is due and not paid by the  Mortgagor,  then the sole  obligation  of the
related  Seller shall be to pay for such tax opinion.  In addition,  the parties
hereto  acknowledge that, if a Seller shall have breached the representation set
forth in  paragraph  43 of Exhibit 2 to the Mortgage  Loan  Purchase  Agreements
regarding the obligation of a Mortgagor to pay the reasonable costs and expenses
associated with a defeasance or assumption of the related Mortgage Loan, because
the related Mortgage Loan documents do not require the related  Mortgagor to pay
costs  related  thereto,  to the  extent  an  amount  is due and not paid by the
Mortgagor,  including,  but not limited to,  amounts  owed to one or both Rating
Agencies,  then the sole  obligation of the related  Seller shall be to pay such
amount. Promptly upon receipt of notice of such insufficiency or unpaid expenses
or costs,  the  applicable  Master  Servicer shall request the related Seller to
make such payment by deposit to the applicable  Certificate Account. The related
Seller shall have no  obligation  to pay for any of the  foregoing  costs if the
applicable Mortgagor has an obligation to pay for such costs.

            In the case of a Specially  Serviced  Mortgage  Loan, the applicable
Master Servicer shall process any defeasance of such Specially Serviced Mortgage
Loan in  accordance  with the original  terms of the  respective  Mortgage  Loan
documents  following  a request by the  applicable  Special  Servicer  that such
Master  Servicer do so, which  request shall be  accompanied  by a waiver of any
condition of defeasance that an "event of default" under such Specially Serviced
Mortgage Loan not have occurred or be continuing, and such Master Servicer shall
be entitled  to any fees paid  relating  to such  defeasance.  If such "event of
default" is on account of an uncured  payment  default,  the applicable  Special
Servicer will process the defeasance of such Specially  Serviced  Mortgage Loan,
and such Special  Servicer  shall be entitled to any fees paid  relating to such
defeasance.

            (i) The applicable  Master  Servicer shall, as to each Mortgage Loan
which is secured by the interest of the related  Mortgagor under a ground lease,
confirm  whether  or not on or prior to the date that is thirty  (30) days after
the Closing  Date,  the Seller has  notified  the related  ground  lessor of the
transfer of such  Mortgage  Loan to the Trust  pursuant to this  Agreement,  and
informed such ground lessor that any notices of default under the related Ground
Lease should  thereafter  be forwarded to such Master  Servicer (as evidenced by
delivery of a copy thereof to such Master Servicer).  Such Master Servicer shall
promptly  notify  the  ground  lessor if the  Seller  has failed to do so by the
thirtieth day after the Closing Date.

            (j) Pursuant to the San Tomas Intercreditor Agreement, the holder of
the San Tomas B Note has agreed that applicable  Master Servicer and the related
Special  Servicer are authorized and obligated to service and administer the San
Tomas B Note pursuant to this Agreement. Such Master Servicer shall be entitled,
during  any  period  when the San  Tomas  Mortgage  Loan does not  constitute  a
Specially  Serviced  Mortgage  Loan,  to exercise the rights and powers  granted
under the San Tomas  Intercreditor  Agreement to the "Note A Holder"  and/or the
"Servicer"  referred  to  therein  subject to the  limitations  of the San Tomas
Intercreditor  Agreement.  For the avoidance of doubt,  the parties  acknowledge
that neither the applicable Master Servicer nor the applicable  Special Servicer
shall be entitled or required to exercise  the rights and powers  granted to any
"Note B Holder" as defined under the San Tomas Intercreditor Agreement.

            (k) Pursuant to the One Seaport Plaza Intercreditor  Agreement,  the
owner of the One  Seaport  Plaza Pari Passu  Loan has agreed  that such  owner's
rights in, to and under the One Seaport Plaza Pari Passu Loan are subject to the
servicing and all other rights of the 2002-IQ2  Master Servicer and the 2002-IQ2
Special  Servicer,  and the 2002-IQ2  Master  Servicer and the 2002-IQ2  Special
Servicer are  authorized and obligated to service and administer the One Seaport
Plaza Pari Passu Loan pursuant to the 2002-IQ2 Pooling and Servicing  Agreement.
Notwithstanding  anything herein to the contrary, the parties hereto acknowledge
and agree that the General Master  Servicer's  obligations and  responsibilities
hereunder and the General  Master  Servicer's  authority with respect to the One
Seaport Plaza Pari Passu Loan are limited by and subject to the terms of the One
Seaport  Plaza  Intercreditor  Agreement  and the rights of the 2002-IQ2  Master
Servicer and the  2002-IQ2  Special  Servicer  with  respect  thereto  under the
2002-IQ2 Pooling and Servicing Agreement.  The General Master Servicer shall use
reasonable best efforts  consistent  with the Servicing  Standard to monitor the
servicing  of the One  Seaport  Plaza  Pari Passu  Loan by the  2002-IQ2  Master
Servicer and the 2002-IQ2 Special Servicer  pursuant to the 2002-IQ2 Pooling and
Servicing  Agreement  and shall  enforce the rights of the Trustee (as holder of
the One Seaport Plaza Pari Passu Loan) under the One Seaport Plaza Intercreditor
Agreement.  The General Master Servicer shall take such actions as it shall deem
reasonably  necessary to facilitate  the servicing of the One Seaport Plaza Pari
Passu Loan by the 2002-IQ2  Master  Servicer and the 2002-IQ2  Special  Servicer
including,  but not limited to, delivering  appropriate  Requests for Release to
the  Trustee  and  Custodian  (if any) in order to  deliver  any  portion of the
related  Mortgage  File to the  2002-IQ2  Master  Servicer or  2002-IQ2  Special
Servicer under the 2002-IQ2 Pooling and Servicing Agreement.

            Section 8.4 Primary  Servicing  and  Sub-Servicing.  (a) The parties
hereto (A) acknowledge that the General Master Servicer has delegated certain of
its obligations and assigned  certain of its rights under this Agreement to each
of  the  Primary  Servicers   pursuant  to  the  respective   Primary  Servicing
Agreements;  and (B) agree:  (1) in addition to those  obligations  specifically
delegated  by the General  Master  Servicer to the Primary  Servicers  under the
applicable Primary Servicing Agreement, each Primary Servicer shall also perform
the General Master  Servicer's  obligations  set forth in Section 2.1(d) of this
Agreement as such Section  relates to the Mortgage  Loans serviced by it; (2) in
addition to those rights specifically  granted by the General Master Servicer to
the Primary Servicers under the applicable  Primary Servicing  Agreement,  those
rights set forth in Section  8.24 hereof  accruing to the benefit of the General
Master Servicer shall also accrue to the benefit of the Primary  Servicers;  (3)
any  indemnification  or  release  from  liability  set forth in this  Agreement
accruing to the benefit of the General Master Servicer shall also, to the extent
applicable,   benefit  the  Primary   Servicers;   and  (4)  for  each   notice,
certification, report, schedule, statement or other type of writing that a party
hereto is obligated to deliver to the General Master Servicer,  such party shall
deliver  to each of the  applicable  Primary  Servicers  a copy of such  notice,
certification,  report, schedule, statement or other type of writing at the time
and in the same manner that any of the  foregoing is required to be delivered to
the General Master Servicer.

            Notwithstanding the provisions of any Primary Servicing Agreement or
any other  provisions  of this  Agreement,  the Master  Servicers  shall  remain
obligated and liable to the Trustee,  the Paying Agent,  the applicable  Special
Servicers and the  Certificateholders  for servicing  and  administering  of the
Mortgage  Loans in accordance  with the provisions of this Agreement to the same
extent  as  if  the  applicable   Master   Servicer  was  alone   servicing  and
administering the Mortgage Loans; provided,  however, the foregoing shall not in
any way limit or impair the  indemnification  provisions  benefiting  the Master
Servicer in Section 8.25. The applicable  Master Servicer or applicable  Primary
Servicer shall supervise, administer, monitor, enforce and oversee the servicing
of the applicable Mortgage Loans by any Sub-Servicer appointed by it. Other than
with  respect to the  agreements  with the Primary  Servicers,  the terms of any
arrangement or agreement  between the applicable  Master  Servicer or applicable
primary  servicer  and a  Sub-Servicer  shall  provide  that such  sub-servicing
agreement  or  arrangement  may be  terminated,  without  cause and  without the
payment of any  termination  fees,  by the Trustee in the event such  applicable
Master Servicer or applicable  primary servicer is terminated in accordance with
this Agreement or the applicable Primary Servicing Agreement.  In addition, none
of the Special Servicers,  the Trustee,  the Paying Agent, the holder of the San
Tomas B Note or the  Certificateholders  shall  have any  direct  obligation  or
liability  (including,  without  limitation,  indemnification  obligations) with
respect to any  Sub-Servicer.  The  applicable  Master  Servicer  or  applicable
Primary  Servicer  shall  pay  the  costs  of  enforcement  against  any  of its
Sub-Servicers at its own expense, but shall be reimbursed therefor only (i) from
a general recovery  resulting from such enforcement only to the extent that such
recovery  exceeds all amounts  due in respect of the related  Mortgage  Loans or
(ii) from a specific  recovery of costs,  expenses or attorneys fees against the
party against whom such enforcement is directed.  Notwithstanding the provisions
of any  Primary  Servicing  Agreement  or  sub-servicing  agreement,  any of the
provisions of this Agreement  relating to agreements or  arrangements  between a
Master Servicer or a Primary Servicer or a Sub-Servicer, or reference to actions
taken through a Sub-Servicer  or otherwise,  the applicable  Master  Servicer or
applicable  Primary  Servicer shall remain  obligated and liable to the Trustee,
the Paying Agent, the applicable Special Servicer and the Certificateholders for
the servicing and  administering of the applicable  Mortgage Loans in accordance
with (and subject to the  limitations  contained  within) the provisions of this
Agreement or the applicable  Primary Servicing  Agreement without  diminution of
such  obligation or liability by virtue of  indemnification  from a Sub-Servicer
and to the same  extent  and  under  the same  terms  and  conditions  as if the
applicable  Master Servicer or applicable  Primary Servicer alone were servicing
and administering the Mortgage Loans.

            (b)  Subject  to the  limitations  of  subsection  (a),  the  Master
Servicers and the Primary Servicers may appoint one or more sub-servicers (each,
a "Sub-Servicer")  to perform all or any portion of its duties hereunder for the
benefit of the Trustee and the Certificateholders,  provided,  however, that any
decision  or  recommendation  involving  the  exercise  of a Primary  Servicer's
discretion as a "lender" under any loan document with respect to a Mortgage Loan
shall be  exercised  only by the Primary  Servicer and may not be delegated to a
Sub-Servicer.

            The General Master Servicer shall enter into each Primary  Servicing
Agreement  with the  applicable  Primary  Servicer and shall not terminate  such
agreement except in accordance with the terms thereof.  To the extent consistent
with the rights of a Primary  Servicer  under  this  Agreement  and the  related
Primary Servicing  Agreement,  but not in limitation of any other rights granted
to a  Primary  Servicer  in  this  Agreement  and/or  in the  Primary  Servicing
Agreement, such Primary Servicer shall have all of the rights and obligations of
a Sub-Servicer set forth herein.

            Notwithstanding  any other  provision set forth in this Agreement to
the  contrary,  (i) each Primary  Servicer's  rights and  obligations  under its
respective Primary Servicing  Agreement shall expressly survive a termination of
the General Master  Servicer's  servicing rights under this Agreement;  provided
that the  applicable  Primary  Servicing  Agreement  has not been  terminated in
accordance  with its  provisions,  (ii) any successor  General Master  Servicer,
including,  without  limitation,  the  Trustee  (if  it  assumes  the  servicing
obligations  of the  terminated  General  Master  Servicer)  shall be  deemed to
automatically  assume and agree to each of the then  current  Primary  Servicing
Agreements  without  further  action upon becoming the successor  General Master
Servicer and (iii) this  Agreement may not be modified in any manner which would
increase the obligations or limit the rights of any Primary  Servicer  hereunder
and/or  under the  applicable  Primary  Servicing  Agreement,  without the prior
written   consent  of  such  Primary   Servicer  (which  consent  shall  not  be
unreasonably withheld).

            If a task,  right or  obligation of the General  Master  Servicer is
delegated to a Primary Servicer under a Primary  Servicing  Agreement,  and such
task,  right or  obligation  involves  or  requires  the  consent of the General
Special  Servicer,  then such Special  Servicer shall accept the  performance of
such task,  right or obligation by such Primary  Servicer in accordance with the
terms of this  Agreement  (including  without  limitation  any time  periods for
consent or deemed  consent to be observed by such  Special  Servicer)  as if the
General Master Servicer were performing it.

            Notwithstanding any provision of this Agreement, each of the parties
hereto acknowledges and agrees that the Special Servicers are neither a party to
any Primary  Servicing  Agreement,  nor are they bound by any  provision  of any
Primary  Servicing  Agreement.  The Special  Servicers  hereby  acknowledge  the
delegation  of rights  and  duties  hereunder  by the  General  Master  Servicer
pursuant to the provisions of the Primary Servicing Agreements.

            Section 8.5 Servicers May Own Certificates.  Any Master Servicer and
any Primary Servicer and any agent of the Master Servicers or Primary  Servicers
in its  individual  or any other  capacity  may  become  the owner or pledgee of
Certificates  with the same  rights  it  would  have if it were not such  Master
Servicer,  such Primary  Servicer or such agent. Any such interest of any Master
Servicer or any Primary Servicer or such agent in the Certificates  shall not be
taken into account when  evaluating  whether actions of such Master Servicer are
consistent  with its  obligations  in  accordance  with the  Servicing  Standard
regardless of whether such actions may have the effect of  benefiting  the Class
or Classes of Certificates owned by such Master Servicer.

            Section 8.6 Maintenance of Hazard Insurance,  Other Insurance, Taxes
and Other.  Subject to the  limitations  set forth below,  each Master  Servicer
shall use reasonable efforts consistent with the Servicing Standard to cause the
related  Mortgagor to maintain for each Mortgaged  Property  (other than any REO
Property)  (A) a Standard  Hazard  Insurance  Policy  which does not provide for
reduction due to  depreciation in an amount that is at least equal to the lesser
of (i) the full replacement cost of improvements  securing such Mortgage Loan or
(ii) the outstanding Principal Balance of such Mortgage Loan, but, in any event,
in an amount sufficient to avoid the application of any co-insurance clause, (B)
any  terrorism  insurance  coverage  for a  Mortgage  Loan,  which  the  related
Mortgagor is required to maintain under the related Mortgage, to the extent that
such insurance is available at a commercially  reasonable rate and (C) any other
insurance  coverage for a Mortgage Loan which the related  Mortgagor is required
to maintain under the related Mortgage  provided the applicable  Master Servicer
shall not be required to maintain earthquake insurance on any Mortgaged Property
required  by  the  related  Mortgage  unless  such  insurance  was  required  at
origination  and is  available  at a  commercially  reasonable  rate;  provided,
however,  that the applicable Special Servicer shall have the right, but not the
duty, to obtain, at the Trust's expense,  earthquake  insurance on any Mortgaged
Property securing a Specially  Serviced Mortgage Loan or an REO Property so long
as such  insurance is available at a  commercially  reasonable  rate;  provided,
further,  that a determination by a Master Servicer that terrorism  insurance is
not available at a commercially reasonable rate shall be subject to the approval
of the Operating  Adviser as set forth below. If the related  Mortgagor does not
maintain the  insurance  set forth in clauses  (A), (B) and (C) above,  then the
applicable  Master  Servicer shall cause to be maintained  such insurance with a
Qualified  Insurer  and the  payment  of the cost of such  insurance  shall be a
Servicing  Advance;  provided,  that a  determination  by a Master Servicer that
terrorism  insurance  should not be  obtained on a  force-placed  basis shall be
subject to the  approval of the  Operating  Adviser as set forth  below.  Upon a
Master Servicer's  determination that terrorism  insurance is not available at a
commercially  reasonable rate or that terrorism insurance should not be obtained
on a  force-placed  basis,  such  Master  Servicer  shall  notify the  Operating
Adviser.  The  Operating  Adviser  shall have five (5) days after such notice to
disapprove such  determination.  The failure of the Operating Adviser to provide
notice of such disapproval in such time period shall be deemed approval.  If the
Operating  Adviser provides such notice of disapproval  within such time period,
the Master  Servicer shall obtain such  insurance  coverage and the cost of such
insurance coverage shall be considered a Servicing Advance,

            Each Standard Hazard Insurance Policy maintained with respect to any
Mortgaged  Property  that  is not an REO  Property  shall  contain,  or  have an
accompanying  endorsement that contains, a standard mortgagee clause. If, on the
date of origination, the improvements on the Mortgaged Property are located in a
designated special flood hazard area by the Federal Emergency  Management Agency
in the Federal  Register,  as amended from time to time (to the extent permitted
under the related  Mortgage Loan or as required by law), the  applicable  Master
Servicer  (with respect to any  Mortgaged  Property that is not an REO Property)
shall cause flood  insurance to be maintained.  Such flood insurance shall be in
an amount equal to the lesser of (i) the unpaid principal balance of the related
Mortgage  Loan or (ii) the maximum  amount of such  insurance  available for the
related Mortgaged  Property under the national flood insurance  program,  if the
area in  which  the  improvements  on the  Mortgaged  Property  are  located  is
participating in such program.  Any amounts  collected by the applicable  Master
Servicer  under any such  policies  (other  than  amounts  to be  applied to the
restoration  or  repair of the  related  Mortgaged  Property  or  property  thus
acquired or amounts  released to the Mortgagor in  accordance  with the terms of
the applicable  Mortgage Loan) shall be deposited in the applicable  Certificate
Account.

            Any cost (such as insurance  premiums and insurance  broker fees but
not  internal  costs and  expenses of obtaining  such  insurance)  incurred by a
Master Servicer in maintaining any insurance  pursuant to this Section 8.6 shall
not,   for  the   purpose   of   calculating   monthly   distributions   to  the
Certificateholders  or  remittances  to the Paying Agent for their  benefit,  be
added to the Principal  Balance of the Mortgage Loan,  notwithstanding  that the
terms of the  Mortgage  Loan  permit  such  cost to be added to the  outstanding
Principal  Balance thereof.  Such costs shall be paid as a Servicing  Advance by
such Master Servicer, subject to Section 4.4 hereof.

            Notwithstanding   the  above,  a  Master   Servicer  shall  have  no
obligation  beyond using its reasonable  efforts  consistent  with the Servicing
Standard to enforce such insurance requirements.  Furthermore, a Master Servicer
shall not be  required in any event to  maintain  or obtain  insurance  coverage
beyond  what is  reasonably  available  at a  commercially  reasonable  rate and
consistent  with the Servicing  Standard.  Each Master Servicer shall notify the
Trustee in the event it makes such determination. Notwithstanding the foregoing,
such  determination  shall be subject to the approval of the  Operating  Adviser
with respect to terrorism insurance, as set forth in the first paragraph of this
Section 8.6.

            Each Master Servicer shall  conclusively be deemed to have satisfied
its  obligations  as set forth in this  Section  8.6 either  (i) if such  Master
Servicer  shall have  obtained  and  maintained a master force placed or blanket
insurance  policy  insuring  against  hazard  losses  on all  of the  applicable
Mortgage Loans  serviced by it, it being  understood and agreed that such policy
may  contain a  deductible  clause on terms  substantially  equivalent  to those
commercially  available and maintained by comparable  servicers  consistent with
the Servicing  Standard,  and provided that such policy is issued by a Qualified
Insurer  or (ii) if such  Master  Servicer,  provided  that its or its  parent's
long-term rating is not less than "A-" by S&P and "A2" by Moody's,  self-insures
for its  obligations as set forth in the first paragraph of this Section 8.6. In
the event that a Master  Servicer shall cause any Mortgage Loan to be covered by
such a master force placed or blanket insurance policy,  the incremental cost of
such insurance  allocable to such Mortgage Loan (i.e., other than any minimum or
standby premium payable for such policy whether or not any Mortgage Loan is then
covered thereby),  if not borne by the related Mortgagor,  shall be paid by such
Master  Servicer as a Servicing  Advance.  If such policy  contains a deductible
clause,  the  applicable  Master  Servicer  shall,  if there shall not have been
maintained  on the  related  Mortgaged  Property  a policy  complying  with this
Section  8.6 and there  shall have been a loss that  would have been  covered by
such  policy,  deposit  in the  applicable  Certificate  Account  the amount not
otherwise  payable  under such master force placed or blanket  insurance  policy
because of such deductible clause to the extent that such deductible exceeds (i)
the deductible under the related Mortgage Loan or (ii) if there is no deductible
limitation  required under the Mortgage Loan, the deductible amount with respect
to insurance policies  generally  available on properties similar to the related
Mortgaged Property which is consistent with the Servicing Standard,  and deliver
to the Trustee an  Officer's  Certificate  describing  the  calculation  of such
amount.  In connection with its activities as administrator  and servicer of the
Mortgage Loans, the applicable Master Servicer agrees to present,  on its behalf
and on behalf of the  Trustee,  claims  under any such  master  force  placed or
blanket insurance policy.

            With respect to each Mortgage Loan, the applicable  Master  Servicer
shall maintain accurate records with respect to each related Mortgaged  Property
reflecting the status of taxes,  assessments and other similar items that are or
may become a lien on the related Mortgaged  Property and the status of insurance
premiums payable with respect thereto.  From time to time, the applicable Master
Servicer  (other than with respect to REO Mortgage  Loans) shall,  except in the
case of Mortgage Loans under which Escrow Amounts are not held by the applicable
Master  Servicer  (i) obtain all bills for the payment of such items  (including
renewal  premiums),  and (ii) effect payment of all such bills,  taxes and other
assessments  with respect to such Mortgaged  Properties  prior to the applicable
penalty or  termination  date, in each case  employing  for such purpose  Escrow
Amounts as allowed under the terms of the related  Mortgage Loan. If a Mortgagor
fails to make any  such  payment  on a  timely  basis  or  collections  from the
Mortgagor are insufficient to pay any such item before the applicable penalty or
termination  date,  the  applicable  Master  Servicer  in  accordance  with  the
Servicing  Standard  shall  use its  reasonable  efforts  to pay as a  Servicing
Advance  the amount  necessary  to effect the  payment of any such item prior to
such penalty or termination  date (or, with respect to real estate taxes,  prior
to the  earlier of the  imposition  of late tax payment  penalty  charges or the
notice of intent to create a tax lien on the  Mortgaged  Property),  subject  to
Section 4.4 hereof.  No costs incurred by the Master  Servicers,  the Trustee or
the Fiscal  Agent,  as the case may be, in  effecting  the  payment of taxes and
assessments  on the  Mortgaged  Properties  and related  insurance  premiums and
ground  rents  shall,   for  the  purpose  of   calculating   distributions   to
Certificateholders,  be added to the  Principal  Balance of the Mortgage  Loans,
notwithstanding  that the terms of such  Mortgage  Loans permit such costs to be
added to the outstanding principal balances of such Mortgage Loans.

            Section  8.7   Enforcement   of  Due-On-Sale   Clauses;   Assumption
Agreements;  Due-On-Encumbrance  Clause.  (a) In the  event  a  Master  Servicer
receives a request  from a Mortgagor  pursuant to the  provisions  of any of its
respective  Mortgage Loans (other than a Specially  Serviced Mortgage Loan) that
expressly  permits,  subject to any  conditions  set forth in the Mortgage  Loan
documents,  the assignment of the related Mortgaged  Property to, and assumption
of such Mortgage Loan by,  another  Person,  such Master  Servicer  shall obtain
relevant information for purposes of evaluating such request. For the purpose of
the foregoing  sentence,  the term  "expressly  permits" shall include  outright
permission  to  assign,  permission  to  assign  upon  satisfaction  of  certain
conditions or prohibition  against  assignment  except upon the  satisfaction of
stated  conditions.   If  such  Master  Servicer   recommends  to  approve  such
assignment,  such  Master  Servicer  shall  provide  to the  applicable  Special
Servicer  and the  Operating  Adviser  (and solely with respect to the San Tomas
Mortgage Loan, the holder of the San Tomas B Note) a copy of such recommendation
and the materials  upon which such  recommendation  is based (which  information
shall consist of the information to be included in the Assignment and Assumption
Submission to the applicable  Special  Servicer,  in the form attached hereto as
Exhibit  U) and (A)  the  applicable  Special  Servicer  shall  have  the  right
hereunder to grant or withhold  consent to any such request for such  assignment
and  assumption  in  accordance  with the  terms of the  Mortgage  Loan and this
Agreement,  and such  Special  Servicer  shall not  unreasonably  withhold  such
consent and any such  decision of such Special  Servicer  shall be in accordance
with the Servicing  Standard,  (B) failure of the applicable Special Servicer to
notify the applicable Master Servicer in writing,  within ten (10) Business Days
following such Master Servicer's delivery of the recommendation  described above
and the complete Assignment and Assumption  Submission to the applicable Special
Servicer on which the  recommendation is based, of its determination to grant or
withhold  such consent shall be deemed to constitute a grant of such consent and
(C) the  applicable  Master  Servicer  shall not permit any such  assignment  or
assumption unless it has received the written consent of the applicable  Special
Servicer or such  consent has been deemed to have been  granted as  described in
the preceding sentence.  The Special Servicers hereby acknowledge the delegation
of  rights  and  duties  hereunder  by  the  Master  Servicers  pursuant  to the
provisions of each Primary Servicing Agreement.  If a Special Servicer withholds
consent  pursuant to the  provisions  of this  Agreement,  it shall  provide the
applicable  Master  Servicer or any applicable  Primary  Servicer with a written
statement  and a verbal  explanation  as to its  reasoning  and  analysis.  Upon
consent or deemed consent by such Special  Servicer to such proposed  assignment
and assumption, the applicable Master Servicer shall process such request of the
related  Mortgagor  and shall be  authorized  to enter  into an  assignment  and
assumption  or  substitution  agreement  with the  Person  to whom  the  related
Mortgaged  Property has been or is proposed to be conveyed,  and/or  release the
original Mortgagor from liability under the related Mortgage Loan and substitute
as obligor thereunder the Person to whom the related Mortgaged Property has been
or is proposed to be conveyed;  provided,  however,  that the applicable  Master
Servicer  shall not enter into any such  agreement  to the extent that any terms
thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged
Property that is senior to, or on parity with, the lien of the related Mortgage.
In  the  event   that  the   applicable   Master   Servicer   shall   require  a
Nondisqualification  Opinion in order to process a request  for a  substitution,
such Master  Servicer  shall use its reasonable  efforts in accordance  with the
Servicing  Standard  to collect the related  costs,  expenses  and fees from the
Mortgagor to the extent the related Mortgage Loan documents  require the related
Mortgagor to pay such amounts.  To the extent  permitted by applicable  law, the
Master  Servicers  shall  not  enter  into such an  assumption  or  substitution
agreement  unless the  credit  status of the  prospective  new  Mortgagor  is in
conformity to the terms of the related  Mortgage Loan  documents.  In making its
recommendation,   the  Master   Servicers  shall  evaluate  such  conformity  in
accordance with the Servicing Standard. The Master Servicers shall not condition
approval of any request for  assumption of a Mortgage Loan on an increase in the
interest  rate of such  Mortgage  Loan.  Each Master  Servicer  shall notify the
Trustee,  the Paying Agent and the applicable Special Servicer of any assignment
and  assumption  or  substitution  agreement  executed  pursuant to this Section
8.7(a). Each Master Servicer, as applicable, shall be entitled to (as additional
servicing  compensation) 50% of any assumption fee collected from a Mortgagor in
connection  with an assignment and assumption or substitution of a non-Specially
Serviced  Mortgage  Loan  (except  that  with  respect  to the UCL Loans and the
Nationwide  Loans, such Master Servicer shall be entitled to 100% of such fee in
connection  with any assignment and assumption or  substitution  with respect to
which the  consent  of the  Special  Servicer  was not  required),  as  executed
pursuant to this Section  8.7(a) and the  applicable  Special  Servicer shall be
entitled to (as additional special servicing compensation) the other 50% of such
fee relating to the  non-Specially  Serviced Mortgage Loans (except with respect
to the UCL Loans and the  Nationwide  Loans with  respect to which such  Special
Servicer's  consent was not  required in  connection  with such  assignment  and
assumption or substitution).

            Notwithstanding   the  foregoing,   the  General  Special   Servicer
acknowledges  that the General  Master  Servicer has  delegated  certain  tasks,
rights and  obligations  to the Primary  Servicers of the  Principal  Loans with
respect to Post Closing Requests (as defined in the applicable Primary Servicing
Agreements)  pursuant to Section 8.4 of this Agreement.  Such Primary  Servicing
Agreements  classify  certain Post  Closing  Requests as Category 1 Requests (as
defined in the Primary  Servicing  Agreements),  and grant the  related  Primary
Servicers  certain authority to evaluate and process such requests in accordance
with  this  Agreement,  the  applicable  Primary  Servicing  Agreement  and  the
applicable Mortgage Loan documents.

            With respect to a Category 1 Request that involves a condition, term
or provision that  requires,  or specifies a standard of, consent or approval of
the  applicable  Mortgagee  under  the  Mortgage  Loan  documents,  the  Primary
Servicing  Agreements  for the Principal  Loans  provide for the General  Master
Servicer's  determination  of materiality of such  condition,  term or provision
requiring  approval  or consent  and the  referral  of such  condition,  term or
provision to the General  Special  Servicer for consent in  accordance  with the
terms of the applicable  Primary  Servicing  Agreements upon a determination  of
materiality.  The General Special Servicer hereby  acknowledges such provisions.
Nothing in this Agreement,  however,  shall grant the Primary  Servicers for the
Principal  Loans greater  authority,  discretion  or delegated  rights over Post
Closing  Requests  than  are  set  forth  in the  applicable  Primary  Servicing
Agreement.

            In addition,  the General  Special  Servicer  acknowledges  that the
General Master Servicer has delegated  certain tasks,  rights and obligations to
the Primary  Servicer of the  Principal  Loans with  respect to  enforcement  of
due-on-sale  clauses,   assumption  agreements  and  due-on-encumbrance  clauses
pursuant to Section 8.4 of this  Agreement.  Such  Primary  Servicing  Agreement
grants the Primary  Servicer  certain  authority to evaluate and process certain
requests with respect thereto in accordance with this Agreement,  the applicable
Primary  Servicing  Agreement and the applicable  Mortgage Loan documents.  Such
Primary  Servicer is not  required  to obtain the consent of the General  Master
Servicer  with respect to requests for transfers  that are  expressly  permitted
pursuant  to the  applicable  Mortgage  Loan  documents.  With  respect to other
requests  specified in the related Primary Servicing  Agreement that require the
approval of the General Special Servicer and subject to the terms and provisions
of the related Primary Servicing Agreement, the Primary Servicer may forward its
recommendation  directly to the  General  Special  Servicer  (with a copy to the
General Master  Servicer) or it may forward its  recommendation  with respect to
such request to the General Master  Servicer.  The General Master Servicer shall
forward such  recommendation  to the General  Special  Servicer  within five (5)
Business  Days of  receipt  thereof  and shall  inform  the  applicable  Primary
Servicer of the General Special Servicer's decision with respect to such request
within one (1)  Business  Day after  receipt of such  decision  from the General
Special  Servicer or the date on which the General  Special  Servicer's  time to
respond has lapsed.

            (b)   Reserved.

            (c) Neither the Master  Servicers  nor the Special  Servicers  shall
have any  liability,  and shall be indemnified by the Trust for any liability to
the Mortgagor or the proposed assignee,  for any delay in responding to requests
for assumption, if the same shall occur as a result of the failure of the Rating
Agencies,  or any of them, to respond to such request in a reasonable  period of
time.

            (d) Other  than  with  respect  to the  assignment  and  assumptions
referred  to in  subsection  (a)  above,  if any  Mortgage  Loan  that  is not a
Specially  Serviced  Mortgage  Loan  contains  a  provision  in the  nature of a
"due-on-sale"  clause,  which by its terms (i) provides  that such Mortgage Loan
shall (or may at the mortgagee's option) become due and payable upon the sale of
the related Mortgaged Property, or (ii) provides that such Mortgage Loan may not
be assumed  without the consent of the related  mortgagee in connection with any
such sale or other transfer,  then, the applicable  Master Servicer's review and
determination  to either (A) enforce  such  due-on-sale  clause or (B) if in the
best economic interest of the Trust,  waive the effect of such provision,  shall
be processed in the same manner as in Section 8.7(a); provided, however, that if
the Principal Balance of such Mortgage Loan at such time equals or exceeds 5% of
the Aggregate Certificate Balance or is one of the then current top 10 loans (by
Principal  Balance)  in the  pool,  then  prior to  waiving  the  effect of such
provision,   the   applicable   Master   Servicer  shall  obtain  Rating  Agency
Confirmation  regarding  such waiver.  In  connection  with the request for such
consent,  such Master  Servicer  shall  prepare and deliver to S&P and Moody's a
memorandum  outlining its analysis and  recommendation  in  accordance  with the
Servicing  Standard,  together with copies of all relevant  documentation.  Each
Master  Servicer shall promptly  forward copies of the assignment and assumption
documents relating to any Mortgage Loan to the applicable Special Servicer,  the
Paying Agent and the Trustee, and such Master Servicer shall promptly thereafter
forward such documents to the Rating Agencies.  The applicable  Special Servicer
and the  applicable  Master  Servicer  shall each be entitled to (as  additional
compensation)  50% of any fee collected from a Mortgagor in connection  with the
granting or withholding  such consent with respect to Mortgage Loans;  provided,
that with  respect to the UCL Loans and the  Nationwide  Loans,  the  applicable
Special  Servicer  shall  only be  entitled  to 50% of such fee if such  Special
Servicer's consent was required in connection therewith, and provided,  further,
that such fees that are allocated to a Master Servicer  pursuant hereto shall be
divided between such Master Servicer and any applicable  Primary Servicer as set
forth  in the  related  Primary  Servicing  Agreement  (other  than any such fee
payable in connection with the One Seaport Plaza Pari Passu Loan).

            (e) Each Master  Servicer,  as  applicable,  shall have the right to
consent to any  transfers  of an  interest  of a  Mortgagor,  to the extent such
transfer is allowed under the terms of the related Mortgage Loan,  including any
consent to transfer to any  subsidiary  or affiliate of  Mortgagor,  to a person
acquiring  less than a majority  interest  in the  Mortgagor  or to an entity of
which the Mortgagor is the controlling beneficial owner; provided, however, that
if (i) the  Principal  Balance of such Mortgage  Loan  (together  with any other
Mortgage  Loan with  which it is  cross-collateralized)  at such time  equals or
exceeds 5% of the  Aggregate  Certificate  Balance or is one of the then current
top 10 loans (by  Principal  Balance) in the pool  (provided  that such Mortgage
Loan has a then current  Principal  Balance of $5,000,000 or more), and (ii) the
transfer is of an equity interest in the Mortgagor  greater than 49%, then prior
to consenting,  such Master  Servicer shall obtain a Rating Agency  Confirmation
regarding  such  consent,  the  costs  of  which to be  payable  by the  related
Mortgagor to the extent provided for in the Mortgage Loan documents. Each Master
Servicer,  as  applicable,  shall  be  entitled  to  collect  and  receive  from
Mortgagors any customary  fees in connection  with such transfers of interest as
additional   servicing   compensation  to  the  extent  such  Master  Servicer's
collection  of such fees is not  expressly  prohibited  under the  related  loan
documents for the Mortgage Loan.

            (f) The Trustee for the  benefit of the  Certificateholders  and the
holder of the San Tomas B Note shall  execute any necessary  instruments  in the
form presented to it by the applicable  Master Servicer  (pursuant to subsection
(a) or (d)) for such assignments and assumptions agreements. Upon the closing of
the transactions  contemplated by such documents, the applicable Master Servicer
shall cause the  originals  of the  assignment  and  assumption  agreement,  the
release (if any), or the  modification  or supplement to the Mortgage Loan to be
delivered to the Trustee except to the extent such documents have been submitted
to the recording  office,  in which event such Master  Servicer  shall  promptly
deliver  copies of such  documents  to the  Trustee and the  applicable  Special
Servicer.

            (g) If any Mortgage Loan (other than a Specially  Serviced  Mortgage
Loan,  a Mortgage  Loan that  expressly  permits an  encumbrance  subject to the
satisfaction  of certain  conditions  or a Co-op  Mortgage  Loan as to which the
NCBFSB  Subordinate  Debt  Conditions  have been  satisfied)  which  contains  a
provision in the nature of a "due-on-encumbrance" clause, which by its terms:

            (i)  provides   that  such  Mortgage  Loan  shall  (or  may  at  the
      mortgagee's  option)  become  due and  payable  upon the  creation  of any
      additional lien or other encumbrance on the related Mortgaged  Property or
      a lien on the ownership interest in the Mortgagor; or

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

then,  as long as such Mortgage  Loan is included in the Trust,  the  applicable
Master  Servicer,  on behalf of the Trustee as the  Mortgagee  of record,  shall
exercise (or, subject to Section 8.18, waive its right to exercise) any right it
may have with  respect to such  Mortgage  Loan (x) to  accelerate  the  payments
thereon,  or (y) to withhold its consent to the creation of any such  additional
lien or other  encumbrance,  in a manner consistent with the Servicing  Standard
and  sub-section (h) below.  The applicable  Master Servicer shall not waive the
effect of such  provision  without first  obtaining  Rating Agency  Confirmation
regarding such waiver and complying  with the provisions of the next  succeeding
paragraph; provided, however, that such Rating Agency Confirmation shall only be
required if the applicable Mortgage Loan (x) represents 2% or more of the Stated
Principal  Balance of all of the  Mortgage  Loans held by the Trust or is one of
the 10 largest  Mortgage  Loans based on Stated  Principal  Balance and (y) such
Mortgage Loan has a Loan-to-Value Ratio (which includes Junior Indebtedness,  if
any) that is  greater  than or equal to 85% and a Debt  Service  Coverage  Ratio
(which includes debt service on Junior  Indebtedness,  if any) that is less than
1.2x.

            (h) Without limiting the generality of the preceding  paragraph,  in
the  event  that a Master  Servicer  receives  a  request  for a  waiver  of any
"due-on-encumbrance" clause under any Mortgage Loan (other than a Co-op Mortgage
Loan as to which the NCBFSB  Subordinate  Debt Conditions have been  satisfied),
the applicable Master Servicer shall obtain relevant information for purposes of
evaluating  such  request  for a  waiver.  If  the  applicable  Master  Servicer
recommends  to waive such  clause,  such Master  Servicer  shall  provide to the
applicable Special Servicer a copy of such recommendation and the materials upon
which such  recommendation  is based  (which  information  shall  consist of the
information  to be included in the Additional  Lien,  Monetary  Encumbrance  and
Mezzanine  Financing  Submission  Package to such Special Servicer,  in the form
attached hereto as Exhibit V) and (A) the applicable Special Servicer shall have
the  right  hereunder  to grant or  withhold  consent  to any  such  request  in
accordance  with the terms of the  Mortgage  Loan and this  Agreement,  and such
Special  Servicer  shall not  unreasonably  withhold  such  consent and any such
decision of such Special  Servicer  shall be in  accordance  with the  Servicing
Standard,  (B)  failure  of  the  applicable  Special  Servicer  to  notify  the
applicable  Master Servicer in writing,  within ten (10) Business Days following
such Master Servicer's  delivery of the  recommendation  described above and the
complete   Additional  Lien,   Monetary   Encumbrance  and  Mezzanine  Financing
Submission  Package to such  Special  Servicer  on which the  recommendation  is
based, of its determination to grant or withhold such consent shall be deemed to
constitute a grant of such consent and (C) the applicable  Master Servicer shall
not permit any such waiver  unless it has  received  the written  consent of the
applicable Special Servicer or such consent has been deemed to have been granted
as described in the  preceding  sentence.  If the  applicable  Special  Servicer
withholds  consent  pursuant to the foregoing  provisions,  it shall provide the
applicable Master Servicer with a written statement and a verbal  explanation as
to its reasoning and analysis.  Upon consent or deemed consent by the applicable
Special Servicer to such proposed waiver,  the applicable  Master Servicer shall
process such request of the related Mortgagor subject to the other  requirements
set forth above.

            (i) The parties  hereto  acknowledge  that,  if a Seller  shall have
breached  the  representation  set  forth in  paragraph  43 of  Exhibit 2 to the
Mortgage Loan Purchase Agreements regarding the obligation of a Mortgagor to pay
the reasonable costs and expenses of obtaining any Rating Agency Confirmation in
connection with an assumption or defeasance of the related Mortgage Loan because
the related  mortgage  loan  documents do not require the Mortgagor to pay costs
related  thereto,  to the extent an amount is due and not paid by the Mortgagor,
then it shall be the sole  obligation of the related  Seller to pay such amount.
Promptly upon receipt of notice of such  insufficiency,  the  applicable  Master
Servicer or the applicable  Special Servicer,  as applicable,  shall request the
related  Seller to make such  payment by deposit to the  applicable  Certificate
Account.  The  applicable  Master  Servicer  may not waive  such  payment by the
Mortgagor  (and then seek payment for such costs and  expenses  from the Seller)
and shall use its reasonable  efforts to collect such amounts from the Mortgagor
to the extent the related mortgage loan documents  require the related Mortgagor
to pay such amounts.

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

            Section 8.8 Trustee to Cooperate; Release of Trustee Mortgage Files.
Upon the payment in full of any  Mortgage  Loan,  the complete  defeasance  of a
Mortgage  Loan,  satisfaction  or  discharge in full of any  Specially  Serviced
Mortgage  Loan,  the  purchase  of the San Tomas A Note by the holder of the San
Tomas B Note pursuant to the San Tomas Intercreditor Agreement or the receipt by
a Master  Servicer of a notification  that payment in full (or such payment,  if
any, in connection with the  satisfaction and discharge in full of any Specially
Serviced  Mortgage  Loan)  will be  escrowed  in a  manner  customary  for  such
purposes, and upon notification by the applicable Master Servicer in the form of
a  certification  (which  certification  shall include a statement to the effect
that all amounts  received or to be received  in  connection  with such  payment
which are required to be deposited in the  applicable  Certificate  Account have
been or will be so deposited)  of a Servicing  Officer and a request for release
of the Trustee  Mortgage  File in the form of Exhibit C hereto the Trustee shall
promptly  release the related  Trustee  Mortgage File to the  applicable  Master
Servicer and the Trustee shall  execute and deliver to such Master  Servicer the
deed of reconveyance or release,  satisfaction or assignment of mortgage or such
instrument  releasing  the lien of the  Mortgage,  as  directed  by such  Master
Servicer  together with the Mortgage  Note.  The  provisions of the  immediately
preceding  sentence  shall not, in any manner,  limit or impair the right of the
Master  Servicers  to  execute  and  deliver,  on  behalf  of the  Trustee,  the
Certificateholders,  the holder of the San Tomas B Note or any of them,  any and
all instruments of satisfaction,  cancellation or assignment  without  recourse,
representation  or warranty,  or of partial or full release or discharge and all
other  comparable  instruments,  with  respect to the Mortgage  Loans,  and with
respect   to  the   Mortgaged   Properties   held   for  the   benefit   of  the
Certificateholders  and the holder of the San Tomas B Note. No expenses incurred
in connection with any instrument of satisfaction or deed of reconveyance  shall
be chargeable to the  Distribution  Account but shall be paid by the  applicable
Master  Servicer except to the extent that such expenses are paid by the related
Mortgagor  in a manner  consistent  with the terms of the related  Mortgage  and
applicable  law. From time to time and as shall be appropriate for the servicing
of any Mortgage Loan, including for such purpose, collection under any policy of
flood insurance,  any Servicer  Fidelity Bond or Errors and Omissions Policy, or
for the  purposes  of  effecting  a partial or total  release  of any  Mortgaged
Property from the lien of the Mortgage or the making of any  corrections  to the
Mortgage  Note or the  Mortgage  or any of the other  documents  included in the
Trustee Mortgage File, the Trustee shall,  upon request of the applicable Master
Servicer  and the  delivery to the Trustee of a Request for Release  signed by a
Servicing Officer, in the form of Exhibit C hereto, release the Trustee Mortgage
File to such Master Servicer or the applicable Special Servicer, as the case may
be.

            Section 8.9 Documents, Records and Funds in Possession of the Master
Servicers to be Held for the Trustee for the Benefit of the  Certificateholders.
Notwithstanding  any other  provisions of this  Agreement,  each Master Servicer
shall transmit to the Trustee,  to the extent  required by this  Agreement,  all
documents and  instruments  coming into the  possession of such Master  Servicer
from time to time and shall  account  fully to the Trustee and the Paying  Agent
for any funds received or otherwise  collected  thereby,  including  Liquidation
Proceeds or  Insurance  Proceeds in respect of any Mortgage  Loan.  All Servicer
Mortgage  Files and funds  collected  or held by, or under the  control of, each
Master  Servicer  in respect of such  Mortgage  Loans (or the San Tomas B Note),
whether  from  the  collection  of  principal  and  interest  payments  or  from
Liquidation  Proceeds or Insurance  Proceeds,  including any funds on deposit in
the applicable Certificate Accounts (or the San Tomas Custodial Account),  shall
be held by the applicable  Master Servicers for and on behalf of the Trustee and
the  Certificateholders (or the holder of the San Tomas B Note) and shall be and
remain the sole and exclusive property of the Trustee, subject to the applicable
provisions  of this  Agreement.  Each Master  Servicer  agrees that it shall not
create, incur or subject any Servicer Mortgage Files or Trustee Mortgage File or
any funds that are  deposited  in the  Certificate  Accounts  or the  applicable
Escrow Accounts, or any funds that otherwise are or may become due or payable to
the  Trustee  or the  Paying  Agent,  to any  claim,  lien,  security  interest,
judgment,  levy,  writ of  attachment or other  encumbrance,  or assert by legal
action or otherwise any claim or right of setoff  against any Servicer  Mortgage
Files or Trustee Mortgage File or any funds collected on, or in connection with,
a Mortgage Loan, except, however, that the Master Servicers shall be entitled to
receive from any such funds any amounts that are properly due and payable to the
Master Servicers under this Agreement.

            Section 8.10 Servicing  Compensation.  (a) As  compensation  for its
activities  hereunder,  each  Master  Servicer  shall be  entitled to the Master
Servicing Fee and the General  Master  Servicer shall be entitled to the Primary
Servicing  Fee,  which  shall be payable by the Trust from  amounts  held in the
applicable  Certificate  Accounts  (and the San Tomas  Custodial  Account to the
extent related  solely to the San Tomas B Note) or otherwise  collected from the
Mortgage Loans as provided in Section 5.2. The General Master  Servicer shall be
required to pay to the Primary  Servicers the related  Primary  Servicing  Fees,
which shall be payable by the Trust from amounts as provided in Section  5.1(c),
unless retained by the Primary Servicers from amounts transferred to the General
Master  Servicer  in  accordance  with  the  terms  of  the  Primary   Servicing
Agreements.  The Master Servicers shall be required to pay to the holders of the
rights to the Excess  Servicing Fees, the Excess  Servicing Fees, which shall be
payable by the Trust as provided in Section 5.1(c), unless otherwise retained by
the holders of such rights.  Notwithstanding anything herein to the contrary, if
any of the holders of the right to receive  Excess  Servicing Fees resigns or is
no longer a Master  Servicer  or a Primary  Servicer  (to the  extent  that such
Person was ever a Master Servicer or a Primary Servicer), as applicable, for any
reason,  it will continue to have the right to receive its portion of the Excess
Servicing Fee, and any of the holders of the right to receive  Excess  Servicing
Fees  shall have the right to assign its  portion of the Excess  Servicing  Fee,
whether  or not it is then  acting as a Master  Servicer  or a Primary  Servicer
hereunder.  The General  Master  Servicer  shall also be entitled to the Primary
Servicing  Fee,  which  shall be payable by the Trust from  amounts  held in the
applicable Certificate Account (or a sub-account thereof) or otherwise collected
from the Mortgage  Loans as provided in Section 5.2,  provided  that the Primary
Servicing  Fee payable to the General  Master  Servicer  shall only be collected
from the Mortgage Loans set forth on Schedule II, Schedule III,  Schedule IV and
Schedule VIII.

            (b)  Additional  servicing  compensation  in the form of application
fees,   assumption  fees,  extension  fees,  servicing  fees,  default  interest
(excluding  default interest  allocable to the San Tomas B Note if the holder of
the San Tomas B Note has cured the related default  pursuant to the terms of the
San Tomas  Intercreditor  Agreement)  payable at a rate above the Mortgage  Rate
(net of any amount used to pay Advance Interest), Modification Fees, forbearance
fees, Late Fees (net of Advance Interest)  (excluding Late Fees allocable to the
San Tomas B Note if the  holder  of the San  Tomas B Note has cured the  related
default pursuant to the terms of the San Tomas Intercreditor  Agreement),  other
usual and customary  charges and fees actually  received from Mortgagors and any
other fees  listed in any of the  Primary  Servicing  Agreements,  all such fees
subject to allocation  pursuant to such Primary Servicing  Agreements,  shall be
retained by the applicable Master Servicer,  provided that the applicable Master
Servicer shall be entitled to (i) receive 50% (or, with respect to the UCL Loans
and the  Nationwide  Loans and  matters  that do not  require the consent of the
Special Servicer,  100%) of assumption fees collected on Mortgage Loans that are
not Specially  Serviced Mortgage Loans as provided in Section 8.7(a),  (ii) 100%
of  application  fees,  default  interest,   forbearance  fees,  Late  Fees  and
Modification  Fees on Mortgage  Loans that are not Specially  Serviced  Mortgage
Loans as provided in Section 8.18 hereof;  and (iii) 100% of any extension  fees
collected  from the related  Mortgagor in  connection  with the extension of the
Maturity  Date of any  Mortgage  Loan as  provided  in Section  8.18;  provided,
however,  that the applicable  Master Servicer shall not be entitled to any such
fees in connection  with any Specially  Serviced  Mortgage  Loans and, such fees
will  be  subject  to  the  allocations  set  forth  in  the  Primary  Servicing
Agreements. If the applicable Master Servicer collects any amount payable to the
applicable Special Servicer hereunder in connection with an REO Mortgage Loan or
Specially  Serviced Mortgage Loan, the applicable Master Servicer shall promptly
remit such amount to the applicable Special Servicer as provided in Section 5.2.
The applicable Master Servicer shall be required to pay all applicable  expenses
incurred by it in connection with its servicing activities hereunder.

            (c) Notwithstanding any other provision herein, the Master Servicing
Fee payable to each Master Servicer and the related Primary Servicing Fee (other
than with  respect to the  Nationwide  Loans and the UCL Loans) for each monthly
period relating to each  Determination  Date shall be reduced by an amount equal
to the  Compensating  Interest (if any) relating to Mortgage  Loans  serviced by
such Master Servicer for such  Determination Date as and to the extent set forth
in the related Primary Servicing Agreement.

            (d) Each Master Servicer,  as applicable,  shall also be entitled to
additional servicing  compensation of (i) an amount equal to the excess, if any,
of the aggregate  Prepayment Interest Excess relating to its respective Mortgage
Loans (including any Specially  Serviced Loans) for each  Distribution Date over
the aggregate  Prepayment  Interest  Shortfalls for such Mortgage Loans for such
Distribution  Date,  (ii)  interest  or other  income  earned on deposits in the
applicable  Certificate  Account and the  Distribution  Account (but only to the
extent  of the net  investment  earnings,  if any,  with  respect  to each  such
account),  and,  (iii) to the extent not  required  to be paid to any  Mortgagor
under  applicable  law, any  interest or other income  earned on deposits in its
respective Escrow Accounts.

            Section 8.11 Master Servicer Reports;  Account  Statements.  (a) For
each  Distribution  Date,  (i) each Master  Servicer shall deliver to the Paying
Agent, on the related Report Date, the Loan Periodic Update File with respect to
such  Distribution  Date,  (ii) each Master  Servicer shall report to the Paying
Agent on the related  Advance  Report Date, the amount of P&I Advance to be made
by such Master  Servicer on the related  Master  Servicer  Remittance  Date,  as
applicable and (iii) each Master  Servicer shall notify the Paying Agent as soon
as possible,  but no later than noon, New York City time on the Master  Servicer
Remittance  Date, of the amount of any Principal  Payments and Balloon  Payments
received  by  the  Business  Day  immediately   preceding  the  Master  Servicer
Remittance Date, which amounts were not reported  pursuant to clause (i) or (ii)
immediately  above. Each Special Servicer is required to provide all information
relating to Specially Serviced Mortgage Loans in order for the applicable Master
Servicer to satisfy its duties in this Section 8.11.

            (b) Each Master Servicer shall deliver to the Trustee and the Paying
Agent within 30 days following each  Distribution Date a statement setting forth
the status of the applicable Certificate Accounts as of the close of business on
the last Business Day of the second  preceding  calendar month showing,  for the
period  covered by such  statement,  the aggregate of deposits in or withdrawals
from the applicable Certificate Accounts, and shall deliver to the holder of the
San Tomas B Note within 30 days  following  each  Distribution  Date a statement
setting forth the status of the San Tomas Custodial Account,  as of the close of
business  on such  Distribution  Date  showing,  for the period  covered by such
statement,  the aggregate of transfers in and  transfers  from or deposits in or
withdrawals from the San Tomas Custodial Account.

            (c) Each  Master  Servicer  shall  promptly  inform  the  applicable
Special  Servicers of the name,  account  number,  location and other  necessary
information  concerning the applicable  Certificate  Accounts in order to permit
such Special Servicer to make deposits therein.

            (d)   Reserved.

            (e) Each  Master  Servicer  shall  deliver a copy of any  reports or
information  delivered to the Trustee or the Paying Agent pursuant to subsection
(a) or  subsection  (b) of this Section 8.11 to the  Depositor,  the  applicable
Special  Servicer,  the Operating  Adviser and each Rating Agency,  in each case
upon request by such Person and only to the extent such reports and  information
are not otherwise required to be delivered to such Person under any provision of
this Agreement.

            (f) Notwithstanding any provision of this Agreement to the contrary,
the Master  Servicers  shall not have any  obligation to deliver any  statement,
notice or report that is then made available on such Master  Servicer's  Website
or the  Paying  Agent's  Website,  provided  that it has  notified  all  parties
entitled  to  delivery  of such  reports,  by  electronic  mail or other  notice
provided  in this  Agreement,  to the effect  that such  statements,  notices or
reports shall thereafter be made available on such website from time to time.

            (g) Each Master  Servicer  shall deliver or cause to be delivered to
the Paying Agent and the other Master  Servicer the following  CMSA Reports with
respect  to the  Mortgage  Loans  serviced  by such  Master  Servicer  (and,  if
applicable,  the related REO  Properties  and, to the extent  received  from the
2002-IQ2 Master  Servicer,  the One Seaport Plaza Pari Passu Loan) providing the
required  information  as of the related  Determination  Date upon the following
schedule:  (i) a Comparative  Financial Status Report not later than each Report
Date,  commencing in January 2003; (ii) an Operating  Statement Analysis Report,
the Financial  File and an NOI Adjustment  Worksheet in accordance  with Section
8.14 of this  Agreement;  (iii) a  Servicer  Watch List in  accordance  with and
subject  to the terms of Section  8.11(h) on each  Report  Date,  commencing  in
January 2003;  (iv) a Loan Setup File (with respect to the initial  Distribution
Date only) not later than the Report Date in January  2003;  (v) a Loan Periodic
Update  File not later than each  Report  Date  commencing  in  January  2003 (a
December  2002 report will be issued by the  applicable  Master  Servicer in the
format  and with the  content  as  reasonably  agreed by the  applicable  Master
Servicer and the Trustee); (vi) a Property File not later than each Report Date,
commencing in January 2003; (vii) a Delinquent Loan Status Report on each Report
Date,  commencing in January 2003; (viii) an Historical Loan Modification Report
not later than each Report Date,  commencing in January 2003; (ix) an Historical
Liquidation Report not later than each Report Date,  commencing in January 2003;
(x) an REO Status Report on each Report Date,  commencing  in January 2003;  and
(xi) such CMSA  Reports  and/or data files  and/or  elements  from the  2002-IQ2
Master  Servicer  as to the One  Seaport  Plaza  Pari Passu Loan as to which the
2002-IQ2  Master  Servicer and the General  Master  Servicer  shall  agree.  The
information  that  pertains  to  Specially   Serviced  Mortgage  Loans  and  REO
Properties  reflected  in such  reports  shall be based  solely upon the reports
delivered by the applicable Special Servicers to the applicable Master Servicers
in writing  and on a computer  readable  medium  reasonably  acceptable  to such
Master Servicers and such Special Servicers on the  Determination  Date prior to
the related Master  Servicer  Remittance Date in the form required under Section
9.32. The Master  Servicers'  responsibilities  under this Section  8.11(g) with
respect to REO Loans and Specially  Serviced  Mortgage Loans shall be subject to
the satisfaction of the applicable Special Servicer's  obligations under Section
9.32. The reporting  obligations of the applicable Master Servicer in connection
with the San  Tomas  Mortgage  Loan  shall be  construed  to refer  only to such
information  regarding the San Tomas  Mortgage  Loan (and its related  Mortgaged
Property)  and by  reference  to the San Tomas A Note only,  but  whenever  such
Master  Servicer  remits  funds to the holder of the San Tomas B Note,  it shall
thereupon deliver to such holder a remittance report  identifying the amounts in
such remittance.

            (h) For each  Distribution  Date, each Master Servicer shall deliver
to the Paying Agent (and solely with respect to the San Tomas Mortgage Loan, the
holder of the San Tomas B Note),  not later  than the  related  Report  Date,  a
Servicer Watch List. To the extent a Master Servicer has knowledge thereof, such
Master  Servicer  shall list any Mortgage Loan on the Servicer  Watch List as to
which any of the following events have occurred  following the Cut-Off Date: (i)
Mortgage Loans (other than Co-op  Mortgage  Loans) having a current Debt Service
Coverage  Ratio  that is the lesser of (x) 1.50x and (y) 85% or less of the debt
service  coverage  ratio  listed for such  Mortgage  Loan under the heading "NCF
DSCR" in Appendix II to the Final Prospectus Supplement or having a Debt Service
Coverage  Ratio that is less than 1.10x or Co-op  Mortgage  Loans  having a Debt
Service  Coverage  Ratio that is less than 0.90x (and,  with  respect to the San
Tomas  Mortgage  Loan,  based on the  total of the San  Tomas A Note and the San
Tomas B Note), (ii) Mortgage Loans (and, if applicable, the San Tomas B Note) as
to which any required  inspection of the related Mortgaged Property conducted by
the applicable  Master  Servicer  indicates a problem that such Master  Servicer
determines  can reasonably be expected to materially  adversely  affect the cash
flow  generated  by such  Mortgaged  Property,  (iii)  Mortgage  Loans (and,  if
applicable,  the San  Tomas B Note)  which  have come to the  applicable  Master
Servicer's  attention in the performance of its duties under this Agreement,  in
respect of which (A) the  occupancy of the related  Mortgaged  Property is under
80%, (B) any tenant occupying 25% or more of the space in the related  Mortgaged
Property vacates the Mortgaged  Property  (without being replaced by one or more
comparable  tenants  and  leases)  or is the  subject of  bankruptcy  or similar
proceedings if the  applicable  Master  Servicer has received  written notice of
such proceedings or such proceedings have become general public  knowledge,  (C)
with respect to Mortgaged  Properties operated as a hotel, the occupancy thereof
is more than 10% less than the  occupancy as of the Cut-Off Date as set forth in
Appendix  II to the  Final  Prospectus  Supplement  or (D) any  Mortgagor  or an
affiliate  thereof  becomes the subject of bankruptcy or similar  proceedings if
the applicable  Master Servicer has received  written notice of such proceedings
or such  proceedings have become general public  knowledge,  (iv) Mortgage Loans
(and, if applicable  the San Tomas B Note) that are at least 30 days  delinquent
in payment,  (v) Mortgage  Loans (and, if applicable  the San Tomas B Note) that
are within 90 days of  maturity,  (vi)  Mortgage  Loans that are  delinquent  in
respect of real estate taxes,  (vii)  Mortgage  Loans for which any  outstanding
Advances exist,  (viii) Mortgage Loans (and, if applicable the San Tomas B Note)
that are late  after  the  expiration  of any grace  period  in  making  monthly
payments  three or more times in the  preceding 12 months  (commencing  with the
first anniversary of the Closing Date) and (ix) any Rehabilitated  Mortgage Loan
until the  Mortgagor  has made three (3)  consecutive  payments.  Solely for the
purposes of calculating the Debt Service Coverage Ratio for Co-op Mortgage Loans
pursuant to clause (i) of the  preceding  sentence,  the Projected Net Cash Flow
shall reflect actual expenses incurred by the Mortgagor.

            (i) If a Master  Servicer  delivers  a notice of drawing to effect a
drawing on any letter of credit or debt service  reserve account under which the
Trust has  rights as the holder of any  Mortgage  Loan for  purposes  other than
payment or reimbursement  of amounts  contemplated in and by a reserve or escrow
agreement  (other than after a default under an applicable  Mortgage Loan or the
San Tomas B Note),  such Master  Servicer  shall,  within five (5) Business Days
following its receipt of the proceeds of such drawing, deliver notice thereof to
the applicable Special Servicer,  the Operating  Adviser,  the holder of the San
Tomas B Note, if applicable,  and the Paying Agent, which notice shall set forth
(i) the unpaid  Principal  Balance of such Mortgage Loan or the San Tomas B Note
immediately  before  and  immediately  after  the  drawing,  and  (ii)  a  brief
description  of the  circumstances  that in such Master  Servicer's  good faith,
reasonable  judgment and in compliance with the Servicing Standard entitled such
Master Servicer to make such drawing.

            Section 8.12 Annual Statement as to Compliance. Each Master Servicer
shall  deliver to the  Depositor,  the Paying Agent and the Trustee on or before
March 20 of each  year,  commencing  in March  2004,  an  Officer's  Certificate
stating,  as to the signer thereof,  that (A) a review of the activities of such
Master Servicer during the preceding calendar year or portion thereof and of the
performance  of such Master  Servicer  under this  Agreement has been made under
such  officer's  supervision  and (B) to the best of such  officer's  knowledge,
based on such review,  such Master  Servicer has fulfilled  all its  obligations
under this Agreement in all material respects throughout such year, or, if there
has been a default in the  fulfillment of any such  obligation,  specifying each
such  default  known to such  officer  and the nature and status  thereof.  Each
Master  Servicer  shall  forward a copy of each  such  statement  to the  Rating
Agencies and the  Operating  Adviser,  if any,  provided that neither the Master
Servicers  nor the  Special  Servicers  shall be  required to deliver its Annual
Performance  Certification  until  May 15 in any  given  year  so long as it has
received written confirmation from the Depositor or the Trustee that a Report on
Form 10-K is not required to be filed in respect of the Trust for the  preceding
calendar year. The signing officer shall have no personal liability with respect
to the content of any such  statement,  and such Master Servicer or such Special
Servicer,  as the case may be, shall be deemed to have made such  statement  and
shall assume any liability resulting therefrom.

            Each Master Servicer and each Special  Servicer will each reasonably
cooperate with the Depositor in conforming any Officer's  Certificate  delivered
pursuant to this Section 8.12 to  requirements  imposed by the Commission on the
Depositor in connection  with the  Commission's  issuance of a no-action  letter
relating  to the  Depositor's  reporting  requirements  in  respect of the Trust
pursuant to the 1934 Act.

            Section  8.13  Annual  Independent  Public  Accountants'   Servicing
Report. On or before noon (Eastern Time) on March 20 of each year, commencing in
March 2004, each Master Servicer at its expense shall cause a firm of nationally
recognized  independent public accountants (which may also render other services
to such  Master  Servicer)  and that is a member of the  American  Institute  of
Certified Public  Accountants to furnish a statement to the Trustee,  the Paying
Agent and the Depositor,  with a copy to the Rating Agencies, to the effect that
(i) it has obtained a letter of  representation  regarding  certain matters from
the management of the applicable  Master  Servicer,  which includes an assertion
that such Master  Servicer  has  complied  with certain  minimum  mortgage  loan
servicing  standards (to the extent  applicable to  commercial  and  multifamily
mortgage  loans),  identified  in the  Uniform  Single  Attestation  Program for
Mortgage  Bankers  established by the Mortgage  Bankers  Association of America,
with respect to the  servicing of  commercial  and  multifamily  mortgage  loans
during the most  recently  completed  calendar  year and (ii) on the basis of an
examination  conducted by such firm in accordance with standards  established by
the American Institute of Certified Public  Accountants,  such representation is
fairly stated in all material  respects,  subject to such  exceptions  and other
qualifications  that may be  appropriate.  In rendering its report such firm may
rely,  as to  matters  relating  to  the  direct  servicing  of  commercial  and
multifamily   mortgage  loans  by  Primary  Servicers  or  Sub-Servicers,   upon
comparable reports of firms of independent certified public accountants rendered
on the basis of  examinations  conducted in accordance  with the same  standards
(rendered  within  one  year of such  report)  with  respect  to  those  Primary
Servicers or  Sub-Servicers,  provided that neither the Master Servicers nor the
Special  Servicers  will  be  required  to  cause  the  delivery  of its  Annual
Accountant's  Report  until May 15 in any given year so long as it has  received
written  confirmation  from the  Depositor  or the Trustee that a Report on Form
10-K is not  required  to be filed in  respect  of the Trust  for the  preceding
calendar  year.  In  rendering  its  report  such firm may rely,  as to  matters
relating to the direct servicing of commercial and multifamily mortgage loans by
Sub-Servicers,  upon comparable reports of firms of independent certified public
accountants  rendered on the basis of examinations  conducted in accordance with
the same  standards  (rendered  within one year of such  report) with respect to
those Sub-Servicers.

            Each  Master  Servicer  and each  Special  Servicer,  to the  extent
applicable,  will  reasonably  cooperate  with the Depositor in  conforming  any
reports delivered  pursuant to this Section 8.13 to requirements  imposed by the
Commission on the Depositor in connection  with the  Commission's  issuance of a
no-action letter relating to the Depositor's  reporting  requirements in respect
of the Trust pursuant to the 1934 Act.

            Section 8.14  Operating  Statement  Analysis  Reports  Regarding the
Mortgaged  Properties.  Within 105  calendar  days (or 90 days as to any Special
Servicer),  or 120 days with respect to any Co-op Mortgage Loans,  after the end
of each of the first three calendar  quarters (in each year) for the trailing 12
months,  quarterly or  year-to-date  information  received,  commencing  for the
quarter  ending on March 31, 2003,  each Master  Servicer  shall  deliver to the
Paying Agent an Operating  Statement  Analysis  Report and a Financial  File for
each Mortgaged Property in electronic format,  prepared using the non-normalized
quarterly,  year-to-date or trailing 12 month  operating  statements and, in the
case of Mortgage Loans other than Co-op Mortgage Loans, rent rolls received from
the related  Mortgagor,  if any.  With  respect to Specially  Serviced  Mortgage
Loans,  the applicable  Master  Servicer shall include  information  only to the
extent provided by the applicable Special Servicer, which an Operating Statement
Analysis Report and a Financial File shall be prepared by the applicable Special
Servicer and delivered to the applicable  Master  Servicer  within 90 days after
the end of each of the first three quarters of each year for the trailing twelve
months,  quarterly or year-to-date  information  received and other  information
utilized by the  applicable  Special  Servicer to prepare  such report or files.
With respect to any Mortgage Loan for which a Primary Servicer is appointed as a
Special  Servicer  with respect to such  Mortgage Loan pursuant to Section 9.39,
the  reports  prepared  by such  Special  Servicer  shall only  include the CMSA
reports and related data required by the related  Primary  Servicing  Agreement,
and such other reports as are mutually agreed to by the related Primary Servicer
and the General  Master  Servicer.  Not later than the Report Date  occurring in
July of each year,  beginning in 2003,  the applicable  Master  Servicer (in the
case of Mortgage Loans and as provided by the applicable Special Servicer to the
applicable Master Servicer for Specially  Serviced Mortgage Loans) shall deliver
to the Paying Agent an Operating Statement Analysis Report, a Financial File and
an NOI Adjustment  Worksheet for each Mortgage Loan in electronic format,  based
on the most recently available  year-end financial  statements and most recently
available  rent rolls,  in the case of Mortgage  Loans other than Co-op Mortgage
Loans,  of each  applicable  Mortgagor (to the extent provided to the applicable
Master  Servicer  or  applicable  Special  Servicer  by or  on  behalf  of  each
Mortgagor).  In the case of Specially  Serviced  Mortgaged Loans, as provided to
the  applicable  Special  Servicer  by the  Mortgagor,  the  applicable  Special
Servicer shall forward such information to the applicable  Master Servicer on or
before  April 15 of each such year as provided  for in Section  9.32(e)  herein,
containing such  information and analyses for each Mortgage Loan provided for in
the respective forms of Operating Statement Analysis Report,  Financial File and
NOI Adjustment  Worksheet.  Such information  provided by the applicable  Master
Servicer shall include what would customarily be included in accordance with the
Servicing Standard including,  without limitation,  Debt Service Coverage Ratios
and income, subject in the case of the One Seaport Plaza Pari Passu Loan, to the
receipt of such report from the 2002-IQ2 Master Servicer or the 2002-IQ2 Special
Servicer. The General Master Servicer shall make reasonable efforts,  consistent
with the  Servicing  Standard,  to obtain such reports from the 2002-IQ2  Master
Servicer  or the  2002-IQ2  Special  Servicer.  As and to the extent  reasonably
requested by a Special  Servicer,  the  applicable  Master  Servicer  shall make
inquiry of any  Mortgagor  with  respect to such  information  or as regards the
performance of the related Mortgaged Property in general. The Paying Agent shall
provide or make available electronically at no cost to the Certificateholders or
Certificate Owners, the Rating Agencies,  the Operating Adviser,  the Depositor,
the  Placement  Agent and the  Underwriters,  the Operating  Statement  Analysis
Reports,  the Financial Files and the NOI Adjustment  Worksheets described above
pursuant to Section  5.4(a).  The  aggregated  CMSA  Reports  for all  Mortgaged
Properties, other than the NCB Mortgage Loans, shall be available on the General
Master  Servicer's  Website (which shall initially be located at  www.GMACCM.com
(the "General Master  Servicer's  Website") and with respect to the NCB Mortgage
Loans,  shall be available  on the NCB Master  Servicer's  Website  (which shall
initially be located at www.ncb.coop (the "NCB Master  Servicer's  Website," and
together with the General Master  Servicer's  Website,  either  collectively  or
individually,  as applicable,  the "Master Servicer's  Website") by the Business
Day following the Distribution Date in February 2004 or, with respect to the NCB
Mortgage Loans, by the Business Day following the Distribution  Date in February
2004.  The related  rent rolls,  in the case of Mortgage  Loans other than Co-op
Mortgage  Loans,  operating  statements,  financial  statements and  inspections
collected with respect to the Mortgaged Properties shall be available for review
by the  Operating  Adviser,  the other  parties  to this  Agreement,  the Rating
Agencies,  any Certificateholder and, solely as such documents relate to the San
Tomas Mortgage  Loan,  the holder of the San Tomas B Note and other  appropriate
parties via a password  protocol and execution of an agreement  relating thereto
on the applicable  Master  Servicer's  Website within 30 days following  receipt
thereof by the applicable  Master  Servicer.  Each Master Servicer  shall,  upon
request by any of such parties, deliver copies of such documents to such parties
if such  documents are not available on such Master  Servicer's  Website at such
time.  Pursuant to the Mortgage  Loan  Purchase  Agreements,  the Sellers  shall
populate  all  fields  or any  information  for  their  related  Mortgage  Loans
reasonably  requested by the applicable Master Servicer to complete the Property
File.

            Section 8.15 Other  Available  Information and Certain Rights of the
Master  Servicers.  (a) Subject to  paragraphs  (b),  (c) and (d) below,  unless
prohibited by applicable law or the loan documents,  the Paying Agent shall make
available at its Corporate  Trust Office,  during normal  business  hours,  upon
reasonable  advance  written  notice  for review by any  Certificateholder,  any
Certificate  Owner, any Seller,  any Primary Servicer,  the Placement Agent, any
Underwriter,  each Rating  Agency,  the Paying Agent or the  Depositor  (and, if
related to the San Tomas B Note, the holder of the San Tomas B Note),  originals
or copies of, among other things,  the following  items:  (i) this Agreement and
any amendments thereto, (ii) all final and released Operating Statement Analysis
Reports and the Loan  Periodic  Update Files,  (iii) all Officer's  Certificates
(including Officer's Certificates evidencing any determination of Nonrecoverable
Advances)  delivered to the Trustee and the Paying Agent since the Closing Date,
(iv) all  accountants'  reports  delivered  to the Trustee and the Paying  Agent
since the Closing Date, (v) the most recent property  Inspection  Reports in the
possession of the Paying Agent in respect of each Mortgaged  Property,  (vi) the
most recent Mortgaged  Property annual  operating  statement and, in the case of
Mortgage Loans other than Co-op Mortgage Loans, rent roll, if any,  collected by
or on behalf of the Master Servicers or the Special Servicers, (vii) any and all
modifications,  waivers and  amendments  of the terms of a Mortgage Loan entered
into by the Master  Servicers and/or the Special  Servicers,  and (viii) any and
all Officers'  Certificates (and attachments  thereto)  delivered to the Trustee
and the  Paying  Agent to  support a Master  Servicer's  determination  that any
Advance was not or, if made,  would not be,  recoverable.  The  Trustee  will be
permitted to require payment of a sum to be paid by the requesting  party (other
than the Rating Agencies,  the Trustee, the Paying Agent, the Placement Agent or
any Underwriter) sufficient to cover the reasonable costs and expenses of making
such information available.

            (b)  Subject  to  the  restrictions  described  below,  each  Master
Servicer  shall afford the Rating  Agencies,  the  Depositor,  the Trustee,  the
Paying  Agent,  the  applicable  Special  Servicer,  the Primary  Servicer,  the
Sellers,  the Placement  Agent, the  Underwriters,  the Operating  Adviser,  the
holder of the San Tomas B Note, any Certificateholder or Certificate Owner, upon
reasonable  notice and during normal  business hours,  reasonable  access to all
information  referred  to  in  Section  8.15(a)  and  any  additional  relevant,
non-attorney-client-privileged   records   and   documentation   regarding   the
applicable Mortgage Loans, REO Property and all accounts, insurance policies and
other relevant  matters  relating to this  Agreement  (which access may occur by
means of the availability of information on the applicable  Master Servicers' or
the Paying Agent's Website),  and access to Servicing Officers of the applicable
Master  Servicers   responsible  for  its  obligations   hereunder.   Copies  of
information  or  access  will  be  provided  to   Certificateholders   and  each
Certificate Owner providing  satisfactory  evidence of ownership of Certificates
or beneficial ownership of a Certificate,  as the case may be, which may include
a  certification.  Copies (or computer  diskettes or other digital or electronic
copies of such  information if reasonably  available in lieu of paper copies) of
any and all of the  foregoing  items shall be made  available by the  applicable
Master Servicers upon request;  provided,  however,  that the applicable  Master
Servicers shall be permitted to require  payment by the requesting  party (other
than the  Depositor,  the Trustee,  the Paying  Agent,  the  applicable  Special
Servicer,  the Placement Agent, any Underwriter,  or any Rating Agency) of a sum
sufficient to cover the  reasonable  expenses  actually  incurred by such Master
Servicer of providing access or copies (including  electronic or digital copies)
of any such information requested in accordance with the preceding sentence.

            (c) Nothing  herein shall be deemed to require the Master  Servicers
to confirm, represent or warrant the accuracy of (or to be liable or responsible
for) any other Person's  information or report.  Notwithstanding  the above, the
Master Servicers shall not have any liability to the Depositor, the Trustee, the
Fiscal Agent, the Paying Agent, the applicable Special  Servicers,  the 2002-IQ2
Master Servicer,  the 2002-IQ2 Special  Servicer,  the holder of the San Tomas B
Note, any  Certificateholder,  any Certificate  Owner,  the Placement Agent, any
Underwriter,  any  Rating  Agency  or any  other  Person  to  whom  it  delivers
information  pursuant  to this  Section  8.15  or any  other  provision  of this
Agreement  for federal,  state or other  applicable  securities  law  violations
relating to the disclosure of such  information.  In the event any Person brings
any claims  relating to or arising from the foregoing  against a Master Servicer
(or any partners,  representatives,  Affiliates,  members, managers,  directors,
officers,  employees,  agents  thereof),  the Trust  (from  amounts  held in any
account or otherwise)  shall hold harmless and  indemnify  such Master  Servicer
from any loss or expense  (including  attorney fees) relating to or arising from
such claims.

            (d) Each Master  Servicer  shall produce the reports  required of it
under this Agreement;  provided, however, that the Master Servicers shall not be
required to produce any ad hoc non-standard written reports with respect to such
Mortgage  Loans.  In  the  event  a  Master  Servicer  elects  to  provide  such
non-standard  reports,  it may require the Person  requesting such report (other
than a  Rating  Agency)  to pay a  reasonable  fee to  cover  the  costs  of the
preparation  thereof.  Notwithstanding  anything to the  contrary  herein,  as a
condition to a Master Servicer  making any report or information  available upon
request to any Person other than the parties  hereto,  such Master  Servicer may
require that the  recipient  of such  information  acknowledge  that such Master
Servicer may  contemporaneously  provide such information to the Depositor,  the
Trustee,  the Fiscal Agent, the Paying Agent, the applicable  Special  Servicer,
the Primary  Servicer,  the Sellers,  the Placement Agent, any Underwriter,  any
Rating Agency, the holder of the San Tomas B Note and/or the  Certificateholders
or Certificate  Owners.  Any  transmittal of information by a Master Servicer to
any Person other than the Trustee,  the Paying Agent, the other Master Servicer,
the  Special  Servicers,  the  Rating  Agencies,  the  Operating  Adviser or the
Depositor may be  accompanied by a letter from such Master  Servicer  containing
the following provision:

            "By  receiving  the  information   set  forth  herein,   you  hereby
            acknowledge  and  agree  that  the  United  States  securities  laws
            restrict any person who possesses material,  non-public  information
            regarding the Trust which issued Morgan  Stanley Dean Witter Capital
            I  Inc.,  Commercial  Mortgage  Pass-Through  Certificates,   Series
            2002-IQ3   from   purchasing   or  selling  such   Certificates   in
            circumstances  where the other party to the  transaction is not also
            in possession of such  information.  You also  acknowledge and agree
            that such  information  is being provided to you for the purpose of,
            and such information may be used only in connection with, evaluation
            by  you  or   another   Certificateholder,   Certificate   Owner  or
            prospective  purchaser of such  Certificates or beneficial  interest
            therein."

            (e) Each Master Servicer may, at its  discretion,  make available by
electronic  media and bulletin board service  certain  information  and may make
available by electronic  media or bulletin  board service (in addition to making
such  information  available  as provided  herein)  any  reports or  information
required by this Agreement  that such Master  Servicer is required to provide to
any of the Rating  Agencies,  the Depositor and anyone the Depositor  reasonably
designates.

            (f) Each Master  Servicer  shall  cooperate in providing  the Rating
Agencies with such other pertinent information relating to the Mortgage Loans as
is or  should be in their  respective  possession  as the  Rating  Agencies  may
reasonably request.

            (g)  Once a  month,  each of the  Master  Servicers  and each of the
Special Servicers shall, without charge, make a knowledgeable  Servicing Officer
available to answer questions from the Operating Adviser during regular business
hours at such time and for such duration as the  applicable  Master  Servicer or
Special Servicer,  and the Operating  Adviser shall reasonably agree,  regarding
the performance and servicing of the Mortgage Loans and REO Properties for which
such Master Servicer and Special  Servicer,  as the case may be, is responsible.
As a  condition  to such  disclosure,  the  Operating  Adviser  shall  execute a
confidentiality agreement in form reasonably acceptable to each Master Servicer,
each Special Servicer and the Operating Adviser.

            Section  8.16  Rule  144A  Information.  For as  long  as any of the
Certificates are "restricted  securities"  within the meaning of Rule 144A under
the Securities  Act, each Master  Servicer agrees to provide to the Paying Agent
for delivery to any Holder  thereof,  any  Certificate  Owner therein and to any
prospective  purchaser  of  the  Certificates  or  beneficial  interest  therein
reasonably   designated   by  the  Paying   Agent  upon  the   request  of  such
Certificateholder,  such Certificate Owner or the Paying Agent,  subject to this
Section 8.16 and the  provisions of Section 8.15,  any  information  prepared by
such  Master  Servicer  that  is  required  to be  provided  to such  holder  or
prospective  purchaser  to satisfy the  condition  set forth in Rule  144A(d)(4)
under the Securities Act, including,  without limitation,  copies of the reports
and information described in Sections 8.15(a) and (b).

            Any recipient of information  provided pursuant to this Section 8.16
shall agree that such information shall not be disclosed or used for any purpose
other than the evaluation of the  Certificates by such Person and the applicable
Master  Servicer  shall be  permitted  to use the letter  referred to in Section
8.15(d).   Unless  the  applicable   Master  Servicer  chooses  to  deliver  the
information  directly,  the Depositor,  the Placement Agent, the Underwriters or
the  Paying  Agent  shall  be  responsible  for  the  physical  delivery  of the
information  requested pursuant to this Section 8.16. As a condition to a Master
Servicer  making any report or information  available upon request to any Person
other than the  parties  hereto,  such  Master  Servicer  may  require  that the
recipient  of  such  information  acknowledge  that  such  Master  Servicer  may
contemporaneously  provide such information to the Depositor,  the Trustee,  the
Paying Agent, the Placement Agent,  the  Underwriters,  any Rating Agency and/or
the  Certificateholders  and Certificate  Owners.  The Master  Servicers will be
permitted to require payment of a sum to be paid by the requesting  party (other
than the Rating Agencies,  the Trustee, the Paying Agent, the Placement Agent or
the  Underwriters)  sufficient  to cover the  reasonable  costs and  expenses of
making such information available.

            Section 8.17  Inspections.  Each Master  Servicer  shall, at its own
expense,  inspect or cause to be inspected each Mortgaged  Property for which it
is acting  as Master  Servicer,  other  than  Mortgaged  Properties  related  to
Specially  Serviced  Mortgage  Loans,  every calendar year beginning in 2003, or
every second  calendar year  beginning in 2004 if the  Principal  Balance of the
related  Mortgage Loan is under  $2,000,000;  provided that the Master Servicers
shall,  at the  expense of the  Trust,  inspect  or cause to be  inspected  each
Mortgaged  Property  related to a Mortgage Loan for which it is acting as Master
Servicer,  (other than a Specially  Serviced  Mortgage  Loan or if there has not
been an inspection  within the past six months) that has a Debt Service Coverage
Ratio that falls below 1.0x or, with respect to Co-op Mortgage Loans, 0.90x. The
foregoing  sentence  shall  not  alter  the  terms  of  the  applicable  Special
Servicer's  obligation to inspect  Mortgaged  Properties as set forth in Section
9.4(b)  hereto.  The  applicable  Master  Servicer shall cause to be prepared an
Inspection Report relating to each inspection. The applicable Inspection Reports
shall be available for review by the Trustee,  the applicable  Special  Servicer
and, upon request,  the Rating Agencies,  the Placement Agent, the Underwriters,
the Depositor,  the Paying Agent, the Operating Adviser, if any, any Certificate
Owner,  solely as they relate to the San Tomas  Mortgage Loan, the holder of the
San Tomas B Note,  any Seller and any Primary  Servicer via a password  protocol
and execution of an agreement  relating thereto on the General Master Servicer's
Website (which shall be initially located at  www.GMACCM.com)  or the NCB Master
Servicer's  Website (which shall be initially  located at  www.ncb.coop)  by the
Business Day following the  Distribution  Date in February 2004 or, with respect
to the NCB Mortgage Loans, by the Business Day following the  Distribution  Date
in February 2004. The applicable  Master Servicer shall,  upon request by any of
such parties, deliver copies of such documents to such parties if such documents
are not available on such Master Servicer's Website at such time. The applicable
Special  Servicer  shall have the right to inspect or cause to be inspected  (at
its own  expense)  every  calendar  year any  Mortgaged  Property  related  to a
Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided that such
Special Servicer notifies such Master Servicer prior to such inspection.

            Section 8.18  Modifications,  Waivers,  Amendments,  Extensions  and
Consents.  Subject  to the  limitations  of Section  12.3  hereof,  each  Master
Servicer shall have the following powers:

            (a) (i) The  applicable  Master  Servicer,  in  accordance  with the
Servicing Standard, may agree to any modification,  waiver, amendment or consent
of or relating  to any term  (including,  without  limitation,  Master  Servicer
Consent Matters set forth in Section 8.3(a) hereof) other than a Money Term of a
Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided that such
amendment  would not result in an Adverse REMIC Event;  and  provided,  further,
that if any consent  relates to a release of a letter of credit  relating to any
Mortgage  Loan (other than letters of credit or portions  thereof  released upon
satisfaction of conditions  specified in the related  agreements),  then (i) the
applicable  Master Servicer shall notify the applicable  Special Servicer of any
Mortgagor's request to release such letter of credit which the applicable Master
Servicer  recommends to release,  and (ii) if the terms of the related  Mortgage
Loan do not require the applicable  Master  Servicer to approve a release,  then
the applicable  Special  Servicer shall within five Business Days provide notice
to the applicable Master Servicer on whether such Master Servicer should approve
the release  (and the failure of the  applicable  Special  Servicer to give such
Master Servicer such notice shall  automatically  be deemed to be an approval by
such Special  Servicer  that such Master  Servicer  should grant such  release).
Notwithstanding  the  preceding  sentence,  if a Master  Servicer  recommends to
approve a  modification,  waiver,  amendment  or  consent  which is not a Master
Servicer  Consent  Matter  (including,  without  limitation,  any  waiver of any
requirement  that the Mortgagor post  additional  reserves or a letter of credit
upon the  failure  of the  Mortgagor  to  satisfy  conditions  specified  in the
Mortgage Loan  documents),  such Master Servicer shall provide to the applicable
Special  Servicer  a copy  of  such  Master  Servicer's  recommendation  and the
relevant  information obtained or prepared by such Master Servicer in connection
therewith (A) the applicable  Special Servicer shall have the right hereunder to
grant or withhold consent to any such proposed modification,  waiver,  amendment
or consent, and the applicable Special Servicer shall not unreasonably  withhold
such consent and any such  decision  shall be in  accordance  with the Servicing
Standard,  (B) failure of the applicable  Special Servicer to notify such Master
Servicer,  within  five (5)  Business  Days  following  such  Master  Servicer's
delivery of the recommendation described above, of its determination to grant or
withhold  such consent shall be deemed to constitute a grant of such consent and
(C) such Master  Servicer  shall not enter into any such proposed  modification,
waiver,  amendment or consent unless it has received the written  consent of the
applicable Special Servicer or such consent has been deemed to have been granted
as described above.  Notwithstanding anything in this Agreement to the contrary,
a Master  Servicer shall not be required to obtain or request the consent of the
applicable  Special  Servicer in  connection  with any  modification,  waiver or
amendment,  or granting  its consent to  transactions,  under one or more of the
Mortgage  Loans  that in each case  such  Master  Servicer  has  determined  (in
accordance with the Servicing Standard) is immaterial. In any event, such Master
Servicer shall promptly notify the applicable  Special  Servicer of any material
modification,  waiver,  amendment  or consent  executed by such Master  Servicer
pursuant  to this  Section  8.18(a)(i)  and  provide to the  applicable  Special
Servicer  a copy  thereof.  Notwithstanding  the  foregoing  provisions  of this
Section 8.18, if the Mortgage  Loan  documents  require a Mortgagor to pay a fee
for an assumption,  modification, waiver, amendment or consent that would be due
or partially due to the applicable Special Servicer,  then the applicable Master
Servicer shall not waive the portion of such fee due to the  applicable  Special
Servicer without the applicable Special Servicer's approval.

            Notwithstanding   the  foregoing,   the  General  Special   Servicer
acknowledges  that the General  Master  Servicer has  delegated  certain  tasks,
rights and  obligations  to the Primary  Servicers for the Principal  Loans with
respect to Post Closing Requests pursuant to Section 8.4 of this Agreement.  The
Primary  Servicing  Agreements for the Principal Loans each  classifies  certain
Post Closing  Requests as Category 1 Requests,  in which Primary  Servicers have
certain  authority to evaluate and process such requests in accordance with this
Agreement,  the applicable Primary Servicing  Agreement and applicable  Mortgage
Loan documents.

            With respect to a Category 1 Request that involves a condition, term
or provision that  requires,  or specifies a standard of, consent or approval of
the  applicable  Mortgagee  under the  Mortgage  Loan  documents,  each  Primary
Servicing  Agreement for the  Principal  Loans  provides for the General  Master
Servicer's  determination  of materiality of such  condition,  term or provision
requiring  approval  or consent  and the  referral  of such  condition,  term or
provision to the General  Special  Servicer for consent in  accordance  with the
terms of such Primary Servicing  Agreements upon a determination of materiality.
The General Special Servicer hereby  acknowledges  such  provisions.  Nothing in
this Agreement,  however,  shall grant the applicable  Primary Servicers greater
authority,  discretion or delegated  rights over Post Closing  Requests than are
set forth in the applicable Primary Servicing Agreements.

            (ii) The applicable  Master Servicer may, without the consent of the
      applicable  Special  Servicer,  extend the  maturity  date of any  Balloon
      Mortgage  Loan that is not a Specially  Serviced  Mortgage  Loan to a date
      that is not more than 90 days following the original  Maturity Date, if in
      such  Master  Servicer's  sole  judgment  exercised  in  good  faith  (and
      evidenced  by an Officer's  Certificate),  a default in the payment of the
      Balloon Payment is reasonably foreseeable and such extension is reasonably
      likely to produce a greater recovery to the Holders on a net present value
      basis  than  liquidation  of such  Mortgage  Loan  and the  Mortgagor  has
      obtained an executed written  commitment  (subject only to satisfaction of
      conditions  set forth  therein) for  refinancing  of the Mortgage  Loan or
      purchase of the related Mortgaged Property. The applicable Master Servicer
      shall process all such  extensions and shall be entitled to (as additional
      servicing  compensation)  100%  of any  extension  fees  collected  from a
      Mortgagor with respect to any such  extension  (except with respect to the
      UCL Loans and the Nationwide Loans for which such extension fees allocable
      to the General Master  Servicer will be evenly divided amongst the General
      Master  Servicer,  the  applicable  Primary  Servicer  and the  applicable
      Sub-Servicer, if any).

            (b) The applicable  Master  Servicer may require,  in its discretion
(unless prohibited or otherwise  provided in the Mortgage Loan documents),  as a
condition to granting any request by a Mortgagor for any consent,  modification,
waiver  or  amendment,  that  such  Mortgagor  pay to  such  Master  Servicer  a
reasonable  and  customary  modification  fee to the  extent  permitted  by law;
provided that the collection of such fee shall not be permitted if collection of
such fee  would  cause a  "significant  modification"  (within  the  meaning  of
Treasury  Regulations  Section 1.860G-2(b) of the Mortgage Loan). The applicable
Master Servicer shall be entitled to (as additional servicing compensation) 100%
of any  Modification  Fees  collected  from a  Mortgagor  in  connection  with a
consent, waiver,  modification or amendment of a non-Specially Serviced Mortgage
Loan  executed or granted  pursuant to this Section 8.18 (except with respect to
the UCL Loans and the Nationwide Loans with respect to which the related Special
Servicer  shall  receive 50% of such fees with respect to matters  requiring the
consent of the Special Servicer).  The applicable Master Servicer may charge the
Mortgagor  for any costs and  expenses  (including  attorneys'  fees and  Rating
Agency  Confirmation  fees)  incurred by such Master  Servicer or the applicable
Special  Servicer  (which amounts shall be reimbursed to the applicable  Special
Servicer)  in  connection  with  any  request  for  a  modification,  waiver  or
amendment.  The applicable Master Servicer agrees to use its reasonable  efforts
in accordance  with the Servicing  Standard to collect such costs,  expenses and
fees from the Mortgagor, provided that the failure or inability of the Mortgagor
to pay any such costs and  expenses  shall not  impair the right of such  Master
Servicer to cause such costs and expenses (but not  including  any  modification
fee), and interest  thereon at the Advance Rate, to be paid or reimbursed by the
Trust as a Servicing  Advance (to the extent not paid by the Mortgagor).  If the
applicable  Master  Servicer  believes  that the costs and  expenses  (including
attorneys'  fees) to be incurred by such Master  Servicer in connection with any
request  for a  modification,  waiver or  amendment  will result in a payment or
reimbursement  by  the  Trust,  then  such  Master  Servicer  shall  notify  the
applicable Special Servicer.

            (c) Each Master Servicer shall notify the Trustee,  the Paying Agent
and the applicable Special Servicer of any modification,  waiver or amendment of
any term of any  Mortgage  Loan  permitted by it under this Section and the date
thereof,  and shall  deliver to the Trustee for deposit in the related  Mortgage
File, an original  counterpart of the agreement  relating to such  modification,
waiver or amendment,  promptly  following the  execution  thereof  except to the
extent such documents have been submitted to the applicable recording office, in
which  event  such  Master  Servicers  shall  promptly  deliver  copies  of such
documents  to  the  Trustee.  The  Master  Servicers  shall  not  agree  to  any
modification,  waiver,  or amendment of any Money Term of a Mortgage Loan or any
term of a Specially Serviced Mortgage Loan. The Master Servicer shall notify the
holder of the San Tomas B Note of any  modification  of the monthly  payments of
the San Tomas Mortgage Loan and such  modifications  shall be made in accordance
with this Agreement and the San Tomas  Intercreditor  Agreement and such monthly
payments  shall be  allocated  in  accordance  with the San Tomas  Intercreditor
Agreement.

            (d) If the  Mortgage  Loan  documents  relating  to a Mortgage  Loan
provide that certain conditions must be satisfied prior to the applicable Master
Servicer  releasing  additional  collateral  for the  Mortgage  Loan (e.g.,  the
release,  reduction  or  termination  of  reserves  or  letters of credit or the
establishment  of  reserves),  then such Master  Servicer  shall be permitted to
waive any such condition without obtaining the consent of the applicable Special
Servicer,  provided  that  (1) the  aggregate  amount  of the  related  release,
reduction  or  termination  is no  greater  than  the  smaller  of  10%  of  the
outstanding unpaid Principal Balance of the related Mortgage Loan or $75,000 (2)
the condition to be waived is deemed to be  non-material  in accordance with the
Servicing  Standard or (3) such  release,  reduction  or  termination  would not
otherwise cause an Adverse REMIC Event.  Notwithstanding the foregoing,  without
the applicable  Special Servicer's consent or except as provided in the specific
Mortgage Loan documents,  the applicable  Master Servicer shall not waive: (1) a
requirement  for any such  additional  collateral  to  exist,  or (2) a lock box
requirement.

            (e) Neither any Master  Servicer  nor any Primary  Servicer  will be
required  to  obtain  a Rating  Agency  Confirmation  in  connection  with  this
Agreement  unless  the terms of this  Agreement  specifically  requires a Master
Servicer  to do so,  and if so  required  by the terms of this  Agreement,  such
Master Servicer and any Primary Servicer shall not be permitted to waive (i) the
Rating Agency  Confirmation  requirement or (ii) the obligation,  if such is set
forth in the Mortgage Loan  documents,  of a Mortgagor to pay all or any portion
of any fee payable in connection with obtaining the Rating Agency Confirmation.

            Section 8.19 Specially  Serviced  Mortgage Loans. (a) The applicable
Master Servicer shall send a written notice to the applicable  Special Servicer,
the Rating  Agencies,  the Paying Agent, the Trustee and solely as it relates to
the San Tomas Mortgage  Loan, to the holder of the San Tomas B Note,  within two
Business Days after becoming aware of a Servicing Transfer Event with respect to
a Mortgage Loan,  which notice shall identify the related  Mortgage Loan and set
forth in  reasonable  detail  the nature and  relevant  facts of such  Servicing
Transfer  Event and whether such  Mortgage  Loan is covered by an  Environmental
Insurance  Policy (and for  purposes of stating  whether such  Mortgage  Loan is
covered by an Environmental  Insurance Policy the applicable Master Servicer may
rely on the Mortgage Loan Schedule)  and,  except for the Rating  Agencies,  the
Paying Agent and the  Trustee,  shall be  accompanied  by a copy of the Servicer
Mortgage  File.  The  applicable  Special  Servicer  shall not be liable for its
failure to deliver  the notice set forth in Section  9.36(a) if such  failure is
caused by its failure to receive the written notice set forth above.

            (b) Prior to the transfer of the servicing of any Specially Serviced
Mortgage Loan to the applicable Special Servicer, the applicable Master Servicer
shall  notify the related  Mortgagor  of such  transfer in  accordance  with the
Servicing  Standard  (the form and  substance of such notice shall be reasonably
satisfactory to the applicable Special Servicer).

            (c) Any  calculations or reports  prepared by the applicable  Master
Servicer to the extent they relate to Specially Serviced Mortgage Loans shall be
based  on  information  supplied  to such  Master  Servicer  in  writing  by the
applicable  Special Servicer as provided hereby.  The applicable Master Servicer
shall have no duty to  investigate  or confirm the  accuracy of any  information
provided to it by the  applicable  Special  Servicer and shall have no liability
for  the  inaccuracy  of any  of  its  reports  due  to  the  inaccuracy  of the
information provided by such Special Servicer.

            (d) On or prior to each  Distribution  Date, the  applicable  Master
Servicer shall provide to the  applicable  Special  Servicer,  in order for such
Special  Servicer  to comply with its  obligations  under this  Agreement,  such
information (and in the form and medium) as such Special Servicer may reasonably
request in writing from time to time,  provided that (i) the  applicable  Master
Servicer  shall not be  required  to  produce  any ad hoc  reports  or incur any
unusual  expense  or  effort in  connection  therewith  and (ii) if such  Master
Servicer  elects to provide such ad hoc reports,  it may require the  applicable
Special  Servicer to pay a reasonable fee to cover the costs of the  preparation
thereof.

            Section 8.20      Representations,  Warranties  and  Covenants of
the Master  Servicers.  (a) The  General  Master  Servicer  hereby  represents
and warrants to and  covenants  with the Trustee and the Paying  Agent,  as of
the date hereof:

            (i) the General Master  Servicer is a corporation,  duly  organized,
      validly  existing  and in good  standing  under  the laws of the  State of
      California, and the General Master Servicer is in compliance with the laws
      of each  State in which any  Mortgaged  Property  is located to the extent
      necessary to perform its obligations under this Agreement;

            (ii) the  execution  and  delivery of this  Agreement by the General
      Master Servicer, and the performance and compliance with the terms of this
      Agreement  by the General  Master  Servicer,  will not violate the General
      Master Servicer's  organizational documents or constitute a default (or an
      event which,  with notice or lapse of time,  or both,  would  constitute a
      default)  under,  or result in the breach of, any  material  agreement  or
      other  instrument  to which it is a party or which is  applicable to it or
      any of its assets;

            (iii) the General  Master  Servicer has the full power and authority
      to  enter  into  and  consummate  all  transactions  contemplated  by this
      Agreement, has duly authorized the execution,  delivery and performance of
      this Agreement, and has duly executed and delivered this Agreement;

            (iv) this  Agreement,  assuming  due  authorization,  execution  and
      delivery  by the other  parties  hereto,  constitutes  a valid,  legal and
      binding obligation of the General Master Servicer, enforceable against the
      General Master  Servicer in accordance  with the terms hereof,  subject to
      (A)  applicable  bankruptcy,  insolvency,  reorganization,  moratorium and
      other laws affecting the enforcement of creditors' rights  generally,  and
      (B) general  principles of equity,  regardless of whether such enforcement
      is considered in a proceeding in equity or at law;

            (v) the  General  Master  Servicer is not in  violation  of, and its
      execution  and  delivery  of  this  Agreement  and  its   performance  and
      compliance  with  the  terms  of this  Agreement  will  not  constitute  a
      violation  of, any law,  order or decree of any court or  arbiter,  or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory  authority,  which violation,  in the General Master Servicer's
      good faith and  reasonable  judgment,  is likely to affect  materially and
      adversely either the ability of the General Master Servicer to perform its
      obligations under this Agreement or the financial condition of the General
      Master Servicer;

            (vi) no litigation is pending or, to the best of the General  Master
      Servicer's  knowledge,  threatened against the General Master Servicer the
      outcome  of  which,  in the  General  Master  Servicer's  good  faith  and
      reasonable judgment,  could reasonably be expected to prohibit the General
      Master  Servicer  from  entering  into this  Agreement or  materially  and
      adversely affect the ability of the General Master Servicer to perform its
      obligations under this Agreement;

            (vii) the General Master Servicer has errors and omissions insurance
      coverage which is in full force and effect; and

            (viii) no consent, approval, authorization or order, registration or
      filing with or notice to, any governmental authority or court is required,
      under federal or state law, for the execution, delivery and performance of
      or compliance by the General Master Servicer with this  Agreement,  or the
      consummation   by  the  General   Master   Servicer  of  any   transaction
      contemplated   hereby,   other   than   (1)  such   consents,   approvals,
      authorizations, qualifications, registrations, filings, or notices as have
      been  obtained or made and (2) where the lack of such  consent,  approval,
      authorization,  qualification,  registration,  filing or notice  would not
      have a material  adverse  effect on the  performance by the General Master
      Servicer under this Agreement.

            (b) The NCB Master  Servicer  hereby  represents and warrants to and
covenants with the Trustee and the Paying Agent, as of the date hereof:

            (i)  the  NCB  Master  Servicer  is  a  federal  savings  bank  duly
      organized,  validly  existing and in good  standing  under the laws of the
      United States,  and the NCB Master Servicer is in compliance with the laws
      of each State in which any  related  Mortgaged  Property is located to the
      extent necessary to perform its obligations under this Agreement;

            (ii)  the  NCB  Master   Servicer's   execution   and  delivery  of,
      performance under and compliance with this Agreement, will not violate the
      NCB Master Servicer's organizational documents or constitute a default (or
      an event which,  with notice or lapse of time, or both, would constitute a
      default)  under,  or result in the breach of, any  material  agreement  or
      other material  instrument to which it is a party or by which it is bound,
      which default or breach, in the good faith and reasonable  judgment of the
      NCB Master Servicer,  is likely to affect  materially and adversely either
      the ability of the NCB Master  Servicer to perform its  obligations  under
      this Agreement or the financial condition of the NCB Master Servicer;

            (iii) the NCB Master  Servicer  has the full power and  authority to
      enter  into and  consummate  all  transactions  involving  the NCB  Master
      Servicer   contemplated  by  this  Agreement,   has  duly  authorized  the
      execution,  delivery  and  performance  of this  Agreement,  and has  duly
      executed and delivered this Agreement;

            (iv) this  Agreement,  assuming  due  authorization,  execution  and
      delivery by each of the other parties hereto,  constitutes a valid,  legal
      and binding obligation of the NCB Master Servicer, enforceable against the
      NCB Master  Servicer in accordance  with the terms hereof,  subject to (A)
      applicable   bankruptcy,   insolvency,    reorganization,    receivership,
      moratorium and other laws affecting the  enforcement of creditors'  rights
      generally,  and (B) general  principles  of equity,  regardless of whether
      such enforcement is considered in a proceeding in equity or at law;

            (v)  the  NCB  Master  Servicer  is not in  violation  of,  and  its
      execution  and delivery of,  performance  under and  compliance  with this
      Agreement will not constitute a violation of, any law, any order or decree
      of any  court or  arbiter,  or any  order,  regulation  or  demand  of any
      federal,  state or  local  governmental  or  regulatory  authority,  which
      violation,  in  the  NCB  Master  Servicer's  good  faith  and  reasonable
      judgment,  is likely to affect materially and adversely either the ability
      of the NCB Master Servicer to perform its obligations under this Agreement
      or the financial condition of the NCB Master Servicer;

            (vi) no consent,  approval,  authorization  or order of any state or
      federal  court  or  governmental  agency  or  body  is  required  for  the
      consummation by the NCB Master Servicer of the  transactions  contemplated
      herein,  except for those consents,  approvals,  authorizations  or orders
      that  previously  have been  obtained  or where the lack of such  consent,
      approval,  authorization or order would not have a material adverse effect
      on the ability of the NCB Master Servicer to perform its obligations under
      this Agreement;

            (vii) no  litigation  is  pending  or, to the best of the NCB Master
      Servicer's  knowledge,  threatened  against  the NCB Master  Servicer  the
      outcome of which,  in the NCB Master  Servicer's good faith and reasonable
      judgment, could reasonably be expected to prohibit the NCB Master Servicer
      from entering into this Agreement or materially  and adversely  affect the
      ability of the NCB Master Servicer to perform its  obligations  under this
      Agreement; and

            (viii) the NCB Master Servicer has errors and omissions insurance as
      required by Section 8.2.

            (c) It is understood  that the  representations  and  warranties set
forth in this  Section  8.20 shall  survive the  execution  and delivery of this
Agreement.

            (d) Any cause of action against a Master Servicer arising out of the
breach of any  representations  and warranties made in this Section shall accrue
upon the giving of written  notice to the applicable  Master  Servicer by any of
the Trustee or the applicable  Master Servicer.  The applicable  Master Servicer
shall give  prompt  notice to the  Trustee,  the  Depositor  and the  applicable
Special Servicer of the occurrence,  or the failure to occur, of any event that,
with notice or the passage of time or both,  would cause any  representation  or
warranty in this Section to be untrue or inaccurate in any respect.

            Section 8.21 Merger or Consolidation. Any Person into which a Master
Servicer may be merged or consolidated, or any Person resulting from any merger,
conversion,  other change in form or consolidation to which such Master Servicer
shall be a party,  or any  Person  succeeding  to the  business  of such  Master
Servicer, shall be the successor of such Master Servicer hereunder,  without the
execution  or filing of any paper or any  further  act on the part of any of the
parties hereto;  provided,  however, that each of the Rating Agencies provides a
Rating Agency Confirmation. If the conditions to the provisions in the foregoing
sentence are not met, the Trustee may terminate such Master Servicer's servicing
of the Mortgage Loans pursuant  hereto,  such  termination to be effected in the
manner set forth in Sections 8.28 and 8.29.

            Section  8.22  Resignation  of a  Master  Servicer.  (a)  Except  as
otherwise provided in Section 8.22(b) hereof, a Master Servicer shall not resign
from the  obligations  and duties hereby imposed on it unless it determines that
such  Master  Servicer's  duties  hereunder  are  no  longer  permissible  under
applicable law or are in material  conflict by reason of applicable law with any
other  activities  carried  on by it.  Any  such  determination  permitting  the
resignation of such Master  Servicer shall be evidenced by an Opinion of Counsel
to such effect  delivered  to the  Trustee.  No such  resignation  shall  become
effective until a successor servicer designated by the Trustee, with the consent
of the Depositor and the Paying Agent, shall have assumed such Master Servicer's
responsibilities   and  obligations  under  this  Agreement  and  Rating  Agency
Confirmation shall have been obtained. Notice of such resignation shall be given
promptly by such Master Servicer to the Trustee.

            (b) A Master  Servicer  may resign from the  obligations  and duties
imposed on it, upon 30 days notice to the Trustee and the Paying Agent, provided
that (i) a  successor  servicer  (w) is  available,  (x) has  assets of at least
$15,000,000,  (y) is willing to assume the  obligations,  responsibilities,  and
covenants to be performed hereunder by such Master Servicer on substantially the
same terms and conditions, and for not more than equivalent compensation to that
herein  provided  and (z) assumes all  obligations  under the Primary  Servicing
Agreements;  (ii) such  Master  Servicer  bears all  costs  associated  with its
resignation and the transfer of servicing;  and (iii) Rating Agency Confirmation
is obtained with respect to such  servicing  transfer,  as evidenced by a letter
delivered to the Trustee by each Rating Agency.

            Section  8.23  Assignment  or  Delegation  of  Duties  by  a  Master
Servicer.  A Master  Servicer  shall have the right  without  the prior  written
consent of the  Trustee to (A)  delegate or  subcontract  with or  authorize  or
appoint  anyone,  or  delegate  certain  duties to other  professionals  such as
attorneys and  appraisers,  as an agent of such Master  Servicer (as provided in
Section 8.4) to perform and carry out any duties, covenants or obligations to be
performed  and carried out by such Master  Servicer  hereunder or (B) assign and
delegate all of its duties hereunder;  provided,  however,  that with respect to
clause (B), (i) such Master Servicer gives the Depositor, the applicable Special
Servicer,  the  Primary  Servicers,  the  holder of the San Tomas B Note and the
Trustee  notice  of such  assignment  and  delegation;  (ii) such  purchaser  or
transferee accepting such assignment and delegation executes and delivers to the
Depositor and the Trustee an agreement accepting such assignment, which contains
an assumption by such Person of the rights,  powers,  duties,  responsibilities,
obligations  and  liabilities  of such Master  Servicer,  with like effect as if
originally  named  as a  party  to this  Agreement  and  the  Primary  Servicing
Agreements;   (iii)  the  purchaser  or  transferee  has  assets  in  excess  of
$15,000,000;  (iv) such  assignment  and  delegation  is the subject of a Rating
Agency  Confirmation;  and (v) the  Depositor  consents to such  assignment  and
delegation,  such consent not be unreasonably  withheld. In the case of any such
assignment and delegation in accordance  with the  requirements of subclause (B)
of this Section,  such Master  Servicer  shall be released from its  obligations
under this  Agreement,  except that such Master Servicer shall remain liable for
all liabilities and obligations incurred by it as such Master Servicer hereunder
prior to the  satisfaction of the conditions to such assignment set forth in the
preceding sentence.  Notwithstanding the above, such Master Servicer may appoint
the Primary Servicers and Sub-Servicers in accordance with Section 8.4 hereof.

            Section 8.24  Limitation  on Liability of the Master  Servicers  and
Others.   (a)  Neither  of  the  Master  Servicers  nor  any  of  the  partners,
representatives,  Affiliates,  members, managers, directors, officers, employees
or agents of the Master Servicers shall be under any liability to the holders of
the  Certificates,  the  Depositor,  the Trustee,  the Fiscal Agent,  the Paying
Agent, the Placement Agent, the Underwriters, the holder of the San Tomas B Note
or Special  Servicers for any action taken or for refraining  from the taking of
any action in good faith, or using reasonable business judgment, consistent with
the  Servicing  Standard;  provided  that this  provision  shall not protect any
Master  Servicer or any such person  against any breach of a  representation  or
warranty  contained  herein or any liability which would otherwise be imposed by
reason of willful  misfeasance,  bad faith or negligence in its  performance  of
duties under the  Agreement or by reason of negligent  disregard of  obligations
and duties  hereunder.  The Master  Servicers  and any partner,  representative,
Affiliate,  member, manager, director,  officer, employee or agent of the Master
Servicers  may  rely in good  faith on any  document  of any  kind  prima  facie
properly executed and submitted by any Person  (including,  without  limitation,
the applicable Special Servicers) respecting any matters arising hereunder.  The
Master  Servicers  shall not be under any obligation to appear in,  prosecute or
defend any legal  action  which is not  incidental  to its duties to service the
Mortgage  Loans in  accordance  with this  Agreement;  provided that each Master
Servicer  may in its sole  discretion  undertake  any such  action  which it may
reasonably  deem necessary or desirable in order to protect the interests of the
Certificateholders and the Trustee in the Mortgage Loans or the interests of the
holder of the San Tomas B Note in the San Tomas  Mortgage  Loan  (subject to the
applicable Special Servicer's  servicing of Specially Serviced Mortgage Loans as
contemplated  herein), or shall undertake any such action if instructed to do so
by the Trustee. In such event, all legal expenses and costs of such action shall
be expenses and costs of the Trust, and any Master Servicer shall be entitled to
be reimbursed therefor as Servicing Advances as provided by Section 5.2, subject
to the provisions of Section 4.4 hereof.

            (b) In addition,  the Master  Servicers shall have no liability with
respect to, and shall be entitled to conclusively rely on as to the truth of the
statements and the correctness of the opinions  expressed in any certificates or
opinions  furnished to such Master  Servicers and conforming to the requirements
of this Agreement. Subject to the Servicing Standard, each Master Servicer shall
have the right to rely on information  provided to it by the applicable  Special
Servicers and  Mortgagors,  and will have no duty to  investigate  or verify the
accuracy thereof. Neither the Master Servicers, nor any partner, representative,
Affiliate,  member,  manager,  director,  officer,  employee or agent,  shall be
personally  liable for any error of judgment  made in good faith by any officer,
unless  it shall be  proved  that  such  Master  Servicer  or such  officer  was
negligent in ascertaining the pertinent facts.  Neither the Master Servicers nor
any partner,  representative,  Affiliate,  member, manager,  director,  officer,
employee or agent, shall be personally liable for any action taken,  suffered or
omitted by it in good faith and  believed by it to be  authorized  or within the
discretion, rights or powers conferred upon it by this Agreement.

            (c) The  Master  Servicers  shall  not be  obligated  to  incur  any
liabilities,  costs,  charges,  fees or other  expenses which relate to or arise
from  any  breach  of any  representation,  warranty  or  covenant  made  by the
Depositor,  the Special  Servicers,  the Paying Agent, the Trustee or the Fiscal
Agent in this Agreement.  The Trust shall indemnify and hold harmless the Master
Servicers from any and all claims,  liabilities,  costs,  charges, fees or other
expenses  which  relate  to or arise  from any such  breach  of  representation,
warranty or  covenant  to the extent  such Master  Servicer is unable to recover
such amounts from the Person in breach.

            (d)   Except as otherwise specifically provided herein:

            (i) a Master  Servicer may rely, and shall be protected in acting or
      refraining  from  acting  upon,  any  resolution,  officer's  certificate,
      certificate of auditors or any other certificate,  statement,  instrument,
      opinion,  report, notice,  request,  consent,  order, financial statement,
      agreement,  appraisal,  bond or other  document  (in  electronic  or paper
      format) reasonably  believed or in good faith believed by it to be genuine
      and to have been signed or presented by the proper party or parties;

            (ii) a Master  Servicer  may consult with  counsel,  and any written
      advice or Opinion of Counsel shall be full and complete  authorization and
      protection  with  respect to any action taken or suffered or omitted by it
      hereunder in good faith and in  accordance  with such advice or Opinion of
      Counsel;

            (iii) a Master  Servicer  shall  not be  personally  liable  for any
      action  taken,  suffered or omitted by it in good faith and believed by it
      to be authorized or within the discretion, rights or powers conferred upon
      it by this Agreement; and

            (iv) a Master  Servicer,  in preparing  any reports  hereunder,  may
      rely, and shall be protected in acting or refraining  from acting upon any
      information  (financial  or  other),  statement,  certificate,   document,
      agreement,  covenant,  notice,  request or other paper (in  electronic  or
      paper format) reasonably  believed by it to be genuine and provided by any
      Mortgagor or manager of a Mortgaged Property.

            (e) The Master Servicers and any partner, representative, Affiliate,
member, manager,  director,  officer,  employee or agent of such Master Servicer
shall be indemnified by the Trustee,  the Fiscal Agent, the Paying Agent and the
applicable  Special Servicer,  as the case may be, and held harmless against any
and all claims, losses, penalties,  fines,  forfeitures,  legal fees and related
costs, judgments, and any other costs, liabilities,  fees and expenses that such
Master  Servicer  may  sustain  arising  from  or as a  result  of  the  willful
misfeasance,  bad faith or negligence in the  performance of the Trustee's,  the
Fiscal Agent's,  the Paying Agent's or the applicable  Special Servicer's duties
hereunder,  as the case may be,  or by  reason  of  negligent  disregard  of the
Trustee's,  the Fiscal Agent's,  the applicable Special Servicer's or the Paying
Agent's  obligations  and duties  hereunder,  as the case may be,  (including  a
breach  of such  obligations  a  substantial  motive  of which is to  obtain  an
economic advantage from being released from such obligations). A Master Servicer
shall immediately notify the Trustee, the Paying Agent, the Fiscal Agent and the
applicable  Special Servicer if a claim is made by a third party with respect to
this Agreement or the Mortgage  Loans for which it is acting as Master  Servicer
entitling  such Master  Servicer to  indemnification  hereunder,  whereupon  the
Trustee,  the Paying Agent, the Fiscal Agent or the applicable Special Servicer,
in each case,  to the extent  the claim is  related  to its  respective  willful
misfeasance,  bad faith,  negligence  or negligent  disregard,  shall assume the
defense of any such claim (with counsel  reasonably  satisfactory to such Master
Servicer) and pay all expenses in connection therewith,  including counsel fees,
and  promptly  pay,  discharge  and satisfy any  judgment or decree which may be
entered  against it or them in respect of such  claim.  Any failure to so notify
the  Trustee,  the Paying  Agent,  the Fiscal Agent and the  applicable  Special
Servicer  shall not affect  any rights  that such  Master  Servicer  may have to
indemnification  under this Agreement or otherwise,  unless the  Trustee's,  the
Paying Agent's,  the Fiscal Agent's or the applicable Special Servicer's defense
of such claim is materially prejudiced thereby. Such indemnity shall survive the
termination  of this  Agreement  or the  resignation  or removal of such  Master
Servicer hereunder. Any payment hereunder made by the Trustee, the Paying Agent,
the Fiscal Agent or the applicable  Special Servicer  pursuant to this paragraph
to such Master  Servicer shall be paid from the Trustee's,  the Paying  Agent's,
the Fiscal  Agent's or the  applicable  Special  Servicer's  own funds,  without
reimbursement  from the Trust  therefor  except to the extent  achieved  through
subrogation   as  provided  in  this   Agreement.   Any  expenses   incurred  or
indemnification payments made by the Trustee, the Paying Agent, the Fiscal Agent
or the applicable  Special Servicer shall be reimbursed by the party so paid, if
a court of competent jurisdiction makes a final judgment that the conduct of the
Trustee,  the Paying Agent, the Fiscal Agent or the applicable Special Servicer,
as the case may be,  was not  culpable  of  willful  misfeasance,  bad  faith or
negligence in the performance of its respective duties hereunder or of negligent
disregard of its respective  duties hereunder or the indemnified  party is found
to have acted with willful misfeasance, bad faith or negligence.

            Section 8.25  Indemnification;  Third-Party  Claims. (a) Each Master
Servicer and any partner, representative,  Affiliate, member, manager, director,
officer,  employee or agent of each such Master Servicer shall be indemnified by
the Trust and held  harmless  against  any and all  claims,  losses,  penalties,
fines, forfeitures, legal fees and related costs, judgments and any other costs,
liabilities,  fees and expenses  incurred in connection with any legal action or
claim relating to this Agreement,  any Mortgage  Loans,  any REO Property or the
Certificates  or any  exercise  of any right  under  this  Agreement  reasonably
requiring the use of counsel or the  incurring of expenses  other than any loss,
liability  or  expense  incurred  by reason of such  Master  Servicer's  willful
misfeasance,  bad faith or negligence in the performance of duties hereunder.  A
Master  Servicer  shall  assume  the  defense of any such  claim  (with  counsel
reasonably  satisfactory  to such Master  Servicer) and out of the Trust pay all
expenses in connection  therewith,  including counsel fees, and out of the Trust
promptly pay,  discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim and satisfy any  settlement or other
disposition in respect of such claim. The indemnification  provided herein shall
survive the  termination  of this  Agreement or of the Master  Servicers in such
capacity.  The Trustee,  the Paying Agent or the Master Servicers shall promptly
make from the  applicable  Certificate  Account any  payments  certified  by the
applicable Master Servicer to the Trustee and the Paying Agent as required to be
made to the applicable Master Servicer pursuant to this Section 8.25.

            (b) Each Master Servicer agrees to indemnify the Trustee, the Fiscal
Agent, the applicable  Special  Servicer,  the Trust, the Depositor,  the Paying
Agent, and any partner,  representative,  Affiliate,  member, manager, director,
officer,  employee,  agent or Controlling Person thereof, and hold them harmless
against any and all claims, losses, penalties,  fines,  forfeitures,  legal fees
and  related  costs,  judgments,  and any  other  costs,  liabilities,  fees and
expenses that the Trustee,  the Fiscal Agent, the applicable  Special  Servicer,
the Depositor,  the Paying Agent and the Trust may sustain  arising from or as a
result of the willful misfeasance, bad faith or negligence in the performance of
any of such  Master  Servicer's  duties  hereunder  or by  reason  of  negligent
disregard of such Master Servicer's  obligations and duties hereunder (including
a breach  of such  obligations  a  substantial  motive  of which is to obtain an
economic  advantage  from being released from such  obligations),  and if in any
such situation such Master  Servicer is replaced,  the parties hereto agree that
the amount of such  claims,  losses,  penalties,  fines,  legal fees and related
costs, judgments, and other costs, liabilities, fees and expenses shall at least
equal the  incremental  costs,  if any, of retaining a successor  servicer.  The
Trustee, the Fiscal Agent, the applicable Special Servicer,  the Paying Agent or
the Depositor,  as applicable,  shall  immediately  notify the applicable Master
Servicer if a claim is made by any Person with respect to this  Agreement or the
Mortgage  Loans  entitling the Trustee,  the Fiscal Agent,  the  Depositor,  the
applicable  Special Servicer,  the Paying Agent or the Trust to  indemnification
under this Section  8.25(b),  whereupon the  applicable  Master  Servicer  shall
assume the defense of any such claim (with counsel  reasonably  satisfactory  to
the Trustee, the Fiscal Agent, the applicable Special Servicer, the Paying Agent
or the Depositor,  as applicable) and pay all expenses in connection  therewith,
including counsel fees, and promptly pay,  discharge and satisfy any judgment or
decree  which may be entered  against it or them in respect of such  claim.  Any
failure to so notify the applicable  Master Servicer shall not affect any rights
the Trustee, the applicable Special Servicer,  the Depositor,  the Fiscal Agent,
the Paying Agent or the Trust may have to  indemnification  under this Agreement
or otherwise,  unless the applicable Master Servicer's  defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the  termination  of this  Agreement and the  resignation  or termination of the
applicable Master Servicer,  the applicable Special Servicer,  the Fiscal Agent,
the Paying  Agent and the  Trustee.  Any  expenses  incurred or  indemnification
payments made by the applicable Master Servicer shall be reimbursed by the party
so paid,  if a court of  competent  jurisdiction  makes a final,  non-appealable
judgment that the conduct of the applicable  Master Servicer was not culpable of
willful  misfeasance,  bad  faith  or  negligence  in  the  performance  of  its
respective  duties hereunder or of negligent  disregard of its respective duties
hereunder  or the  indemnified  party  is  found  to  have  acted  with  willful
misfeasance, bad faith or negligence.

            (c) The Primary  Servicers  with respect to the Principal  Loans and
the  Prudential  Loans  and  any  partner,  representative,  Affiliate,  member,
manager,  director,  officer,  employee or agent thereof shall be indemnified by
the Trust and held  harmless  against  any and all  claims,  losses,  penalties,
fines, forfeitures, legal fees and related costs, judgments and any other costs,
liabilities,  fees and  expenses  incurred in  connection  with any legal action
relating to this Agreement,  its related Primary  Servicing  Agreement (but only
if, and to the extent that, the General Master Servicer would have been entitled
to  indemnification  therefor under this Agreement if it were directly servicing
the Principal Loan or the Prudential  Loans, as applicable),  any Principal Loan
or Prudential  Loan, as applicable,  any REO Property or the Certificates or any
exercise of any right under this  Agreement  or its  related  Primary  Servicing
Agreement  (limited as set forth above) reasonably  requiring the use of counsel
or the incurring of expenses other than any loss,  liability or expense incurred
by reason of each such  Primary  Servicer's  willful  misfeasance,  bad faith or
negligence in the performance of duties  thereunder.  Each such Primary Servicer
shall assume the defense of any such claim (with counsel reasonably satisfactory
to such Primary  Servicer)  and out of the Trust pay all expenses in  connection
therewith,  including counsel fees, and out of the Trust promptly pay, discharge
and satisfy any  judgment or decree  which may be entered  against it or them in
respect of such claim.  The  indemnification  provided  herein shall survive the
termination of this Agreement and the related Primary Servicing  Agreement.  The
Trustee,  the Paying Agent or the General  Master  Servicer  shall promptly make
from the applicable  Certificate  Account any payments  certified by the related
Primary Servicer with respect to the Principal Loans or the Prudential Loans, as
appliciable,  to the Trustee and the Paying Agent as required to be made to such
Primary Servicer pursuant to this Section 8.25.

            (d) The Primary  Servicers  with respect to the Principal  Loans and
the  Prudential  Loans agree to indemnify  the Trustee,  the Fiscal  Agent,  the
General Special  Servicer,  the Trust, the Depositor,  the Paying Agent, and any
partner,   representative,   Affiliate,   member,  manager,  director,  officer,
employee,  agent or Controlling  Person thereof,  and hold them harmless against
any and all  claims,  losses,  penalties,  fines,  forfeitures,  legal  fees and
related costs, judgments,  and any other costs,  liabilities,  fees and expenses
that the Trustee, the Fiscal Agent, the General Special Servicer, the Depositor,
the Paying  Agent and the Trust may sustain  arising  from or as a result of the
willful  misfeasance,  bad faith or negligence in the performance of any of such
Primary  Servicer's  duties under this Agreement,  its related Primary Servicing
Agreement  or by  reason  of  negligent  disregard  of such  Primary  Servicer's
obligations  and duties  thereunder  (including a breach of such  obligations  a
substantial  motive of which is to  obtain  an  economic  advantage  from  being
released  from such  obligations),  and if in any such  situation  such  Primary
Servicer is replaced,  the parties  hereto agree that the amount of such claims,
losses,  penalties,  fines, legal fees and related costs,  judgments,  and other
costs,  liabilities,  fees and  expenses  shall at least  equal the  incremental
costs,  if any, of retaining a successor  primary  servicer.  The  Trustee,  the
Fiscal Agent, the General Special  Servicer,  the Paying Agent or the Depositor,
as applicable, shall immediately notify each such Primary Servicer if a claim is
made by any Person with respect to this Agreement, the related Primary Servicing
Agreement or the Principal Loans or Prudential  Loans, as applicable,  entitling
the Trustee, the Fiscal Agent, the Depositor,  the General Special Servicer, the
Paying  Agent or the  Trust  to  indemnification  under  this  Section  8.25(d),
whereupon the applicable  Primary  Servicer shall assume the defense of any such
claim (with counsel  reasonably  satisfactory to the Trustee,  the Fiscal Agent,
the General Special Servicer, the Paying Agent or the Depositor,  as applicable)
and pay all  expenses in  connection  therewith,  including  counsel  fees,  and
promptly pay,  discharge and satisfy any judgment or decree which may be entered
against it or them in  respect  of such  claim.  Any  failure to so notify  such
Primary Servicer shall not affect any rights the Trustee,  the Fiscal Agent, the
applicable  Special Servicer,  the Depositor,  the Paying Agent or the Trust may
have to  indemnification  under this Agreement,  the related  Primary  Servicing
Agreement or otherwise,  unless such Primary Servicer's defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the  termination of this Agreement and the related Primary  Servicing  Agreement
and the resignation or termination of the applicable Master Servicer, the Fiscal
Agent, the applicable  Special Servicer,  the Paying Agent and the Trustee.  Any
expenses incurred or indemnification payments made by each such Primary Servicer
with respect to the Principal  Loans or the  Prudential  Loans,  as  applicable,
shall be reimbursed  by the party so paid, if a court of competent  jurisdiction
makes a final, non-appealable judgment that the conduct of such Primary Servicer
was not  culpable  or that  such  Primary  Servicer  did  not act  with  willful
misfeasance, bad faith or negligence.

            (e) The 2002-IQ2  Master  Servicer and any partner,  representative,
Affiliate, member, manager, director, officer, employee or agent of the 2002-IQ2
Master Servicer shall be indemnified by the Trust and held harmless  against the
Trust's  pro  rata  share  of any  and all  claims,  losses,  penalties,  fines,
forfeitures,  legal  fees and  related  costs,  judgments  and any other  costs,
liabilities,  fees and  expenses  incurred in  connection  with any legal action
relating to the 2002-IQ2 Pooling and Servicing Agreement and this Agreement, and
relating to the One Seaport Plaza Pari Passu Loan (but excluding any such losses
allocable  to the  2002-IQ2  Mortgage  Loan),  reasonably  requiring  the use of
counsel or the incurring of expenses other than any losses incurred by reason of
the 2002-IQ2 Master Servicer's willful  misfeasance,  bad faith or negligence in
the  performance  of  its  duties  under  the  2002-IQ2  Pooling  and  Servicing
Agreement.

            Section  8.26 1934 Act  Reporting.  (a) The  Master  Servicers,  the
Special  Servicers,  the Paying  Agent,  the Trustee and the Fiscal  Agent shall
reasonably   cooperate  with  the  Depositor  in  connection  with  the  Trust's
satisfaction  of its reporting  requirements  under the 1934 Act. Within 15 days
after each Distribution  Date, the Paying Agent shall prepare,  execute and file
on  behalf  of the Trust any Forms  8-K  customary  for  similar  securities  as
required  by the  1934  Act and the  rules  and  regulations  of the  Commission
thereunder;  provided  that the  Depositor  shall file the  initial  Form 8-K in
connection  with the issuance of the  Certificates.  The Paying Agent shall file
each  Form  8-K with a copy of the  related  Monthly  Certificateholders  Report
attached thereto.  If the Depositor directs that any other attachments are to be
filed with any Form 8-K, such attachments shall be delivered to the Paying Agent
in EDGAR-compatible form or as otherwise agreed upon by the Paying Agent and the
Depositor,   at  the  Depositor's  expense,  and  any  necessary  conversion  to
EDGAR-compatible  format will be at the Depositor's expense. Prior to March 30th
of each year (or such  earlier  date as may be  required by the 1934 Act and the
rules and  regulations  of the  Commission),  the Paying Agent shall prepare and
file a Form 10-K,  in  substance  as required by  applicable  law or  applicable
interpretations  thereof  of the staff of the  Commission.  Such Form 10-K shall
include as exhibits each annual statement of compliance described under Sections
8.12 and 9.18 and each  accountant's  report  described  under Sections 8.13 and
9.19,  in each case to the extent they have been timely  delivered to the Paying
Agent.  If they are not so timely  delivered,  the  Paying  Agent  shall file an
amended Form 10-K including such documents as exhibits reasonably promptly after
they are  delivered to the Paying  Agent.  Each Form 10-K shall also include any
Sarbanes-Oxley  Certification required to be included therewith, as described in
paragraph  (b) of this  Section  8.26.  The Paying Agent shall have no liability
with respect to any failure to properly  prepare or file such  periodic  reports
resulting from the Paying Agent's inability or failure to obtain any information
not resulting from its own negligence, bad faith or willful misconduct. Prior to
January 30 of the first  year in which the  Paying  Agent is able to do so under
applicable  law, the Paying Agent shall file a Form 15 relating to the automatic
suspension of reporting in respect of the Trust under the 1934 Act.

            (b)  The  Form   10-K   shall   include   any   certification   (the
"Sarbanes-Oxley  Certification")  required to be included  therewith pursuant to
the  Sarbanes-Oxley Act of 2002, and the rules and regulations of the Commission
promulgated   thereunder   (including   any   interpretations   thereof  by  the
Commission's  staff) and a copy of such  Sarbanes-Oxley  Certification  shall be
provided  to the Rating  Agencies.  An officer of the  Depositor  shall sign the
Sarbanes-Oxley  Certification.  The  General  Master  Servicer,  the NCB  Master
Servicer,  each Special  Servicer,  each  Primary  Servicer and the Paying Agent
(each,  a  "Performing  Party")  shall  provide  to the  Person  who  signs  the
Sarbanes-Oxley  Certification (the "Certifying Person") a certification (each, a
"Performance  Certification"),  in the form set forth on Exhibit AA hereto or in
the form set forth on Exhibit A to Exhibit AA hereto,  as  applicable,  on which
the  Certifying   Person,   the  Depositor  (if  the  Certifying  Person  is  an
individual),  and the Depositor's partner,  representative,  Affiliate,  member,
manager, director,  officer, employee or agent (collectively with the Certifying
Person,  "Certification  Parties")  can  rely.  Notwithstanding  the  foregoing,
nothing in this paragraph  shall require any Performing  Party to (i) certify or
verify the  accurateness or  completeness  of any  information  provided to such
Performing  Party by third parties,  (ii) to certify  information  other than to
such Performing Party's knowledge and in accordance with such Performing Party's
responsibilities  hereunder or under any other applicable servicing agreement or
(iii) with  respect to  completeness  of  information  and  reports,  to certify
anything other than that all fields of information called for in written reports
prepared by such Performing  Party have been completed  except as they have been
left blank on their  face.  In  addition,  if directed  by the  Depositor,  such
Performing  Party  shall  provide  an  identical  certification  to  Depositor's
certified  public  accountants  that such  Performing  Party provided to its own
certified  public  accountants to the extent such  certification  relates to the
performance of such  Performing  Party's duties  pursuant to this Agreement or a
modified  certificate  limiting the certification  therein to the performance of
such  Performing  Party's duties  pursuant to this  Agreement.  In the event any
Performing  Party  is  terminated  or  resigns  pursuant  to the  terms  of this
Agreement,  such Performing  Party shall provide a Performance  Certification to
the  Depositor  pursuant to this  Section  8.26(b) with respect to the period of
time such Performing Party was subject to this Agreement.

            (c) Each  Performing  Party shall  indemnify  and hold harmless each
Certification  Party from and  against any losses,  damages,  penalties,  fines,
forfeitures,  reasonable and necessary  legal fees and related costs,  judgments
and other costs and expenses incurred by such Certification Party arising out of
(i) an actual breach by the applicable Performing Party of its obligations under
this Section 8.26 or (ii)  negligence,  bad faith or willful  misconduct  on the
part  of the  Performing  Party  in  the  performance  of  such  obligations.  A
Performing Party shall have no obligation to indemnify any  Certification  Party
for an  inaccuracy  in the  Performance  Certification  of any other  Performing
Party.

            Section 8.27 Compliance with REMIC Provisions.  The Master Servicers
shall act in accordance with this Agreement and the REMIC Provisions and related
provisions  of the Code in order to create or  maintain  the status of the REMIC
Pools created  hereby as REMICs and the Class EI Grantor Trust created hereby as
a grantor  trust under the Code.  The Master  Servicers  shall take no action or
cause any REMIC Pool to take any action  that could (i)  endanger  the status of
any REMIC Pool as a REMIC under the Code or (ii) result in the  imposition  of a
tax upon any REMIC Pool  (including,  but not limited to, the tax on  prohibited
transactions   as  defined  in  Code  Section   860F(a)(2)   or  on   prohibited
contributions  pursuant  to  Section  860G(d))  unless  the  Trustee  shall have
received a  Nondisqualification  Opinion (at the expense of the party seeking to
take such action) to the effect that the  contemplated  action will not endanger
such status or result in the imposition of such tax. The Master  Servicers shall
comply with the provisions of Article XII hereof.

            Section 8.28 Termination.  (a) The obligations and  responsibilities
of either  Master  Servicer  created  hereby  (other than the  obligation of the
Master  Servicers  to make  payments to the Paying Agent as set forth in Section
8.29 and the  obligations  of the Master  Servicers to the  Trustee,  the Paying
Agent, the Fiscal Agent, the applicable  Special  Servicers and the Trust as set
forth in Section 8.25) shall terminate (i) on the date which is the later of (A)
the final  payment or other  liquidation  of the last  Mortgage  Loan  remaining
outstanding  (and  final  distribution  to the  Certificateholders)  or (B)  the
disposition   of   all   REO   Property   (and   final   distribution   to   the
Certificateholders),  (ii) if an Event of Default  with  respect to such  Master
Servicer described in clauses 8.28(b)(iii), (iv), (v), (x) or (xi) has occurred,
60 days  following  the date on which the  Trustee or  Depositor  gives  written
notice to such Master  Servicer that such Master Servicer is terminated or (iii)
if an Event of Default with respect to such Master Servicer described in clauses
8.28(b)(i), (ii), (vii), (viii) or (ix) has occurred,  immediately upon the date
on which the  Trustee  or the  Depositor  gives  written  notice to such  Master
Servicer that such Master  Servicer is  terminated.  After any Event of Default,
the Trustee (i) may elect to terminate  such Master  Servicer by providing  such
notice,   and  (ii)  shall  provide  such  notice  if  holders  of  Certificates
representing  more  than  25%  of  the  Aggregate  Certificate  Balance  of  all
Certificates so direct the Trustee.

            (b) "Event of Default," wherever used herein, means, with respect to
any Master Servicer, any one of the following events:

            (i) any failure by such Master Servicer to remit to the Paying Agent
      or  otherwise  make any  payment  required  to be  remitted by such Master
      Servicer  under  the  terms  of this  Agreement,  including  any  required
      Advances; or

            (ii) any failure by such Master Servicer to make a required  deposit
      to the applicable  Certificate Account which continues  unremedied for one
      Business Day following  the date on which such deposit was first  required
      to be made; or

            (iii)  any  failure  on the  part of such  Master  Servicer  duly to
      observe  or  perform  in any  material  respect  any other of the  duties,
      covenants or agreements on the part of such Master  Servicer  contained in
      this Agreement  which  continues  unremedied for a period of 30 days after
      the date on which written notice of such failure, requiring the same to be
      remedied,  shall have been given to such Master  Servicer by the Depositor
      or the Trustee; provided,  however, that if such Master Servicer certifies
      to the Trustee  and the  Depositor  that such  Master  Servicer is in good
      faith attempting to remedy such failure, such cure period will be extended
      to the  extent  necessary  to permit  such  Master  Servicer  to cure such
      failure; provided,  further, that such cure period may not exceed 90 days;
      or

            (iv) any breach of the representations  and warranties  contained in
      Section 8.20 hereof that materially and adversely  affects the interest of
      any holder of any Class of Certificates and that continues  unremedied for
      a  period  of 30 days  after  the  date on which  notice  of such  breach,
      requiring  the same to be  remedied,  shall have been given to such Master
      Servicer by the Depositor or the Trustee, provided,  however, that if such
      Master  Servicer  certifies  to the  Trustee and the  Depositor  that such
      Master  Servicer is in good faith  attempting to remedy such breach,  such
      cure period will be extended to the extent necessary to permit such Master
      Servicer to cure such breach; provided, further, that such cure period may
      not exceed 90 days; or

            (v) a  Servicing  Officer of the  Master  Servicer  receives  actual
      knowledge  that Moody's has (i)  qualified,  downgraded  or withdrawn  its
      rating  or  ratings  of one or more  Classes  of  Certificates  (and  such
      qualification,  downgrade or  withdrawal  shall not have been  reversed by
      Moody's  within 60 days of the date  thereof),  or (ii) placed one or more
      Classes of  Certificates  on "watch status" in  contemplation  of a rating
      downgrade or withdrawal (and such "watch status"  placement shall not have
      been  withdrawn by Moody's  within 60 days of the date that such Servicing
      Officer of the Master Servicer obtained such actual knowledge) and, in the
      case of either of clauses (i) or (ii), citing servicing concerns with such
      Master Servicer as the sole or material factor in such rating action; or

            (vi) Reserved

            (vii)  a  decree  or  order  of a court  or  agency  or  supervisory
      authority having jurisdiction in the premises in an involuntary case under
      any present or future federal or state  bankruptcy,  insolvency or similar
      law for the appointment of a conservator, receiver, liquidator, trustee or
      similar  official in any  bankruptcy,  insolvency,  readjustment  of debt,
      marshalling of assets and liabilities or similar  proceedings,  or for the
      winding-up or liquidation of its affairs,  shall have been entered against
      such Master Servicer and such decree or order shall have remained in force
      undischarged, undismissed or unstayed for a period of 60 days; or

            (viii) such Master  Servicer  shall consent to the  appointment of a
      conservator,  receiver,  liquidator,  trustee or similar  official  in any
      bankruptcy,  insolvency,  readjustment of debt,  marshalling of assets and
      liabilities or similar  proceedings of or relating to such Master Servicer
      or of or relating to all or substantially all of its property; or

            (ix) such Master  Servicer  shall admit in writing its  inability to
      pay its debts  generally  as they  become  due,  file a  petition  to take
      advantage  of any  applicable  bankruptcy,  insolvency  or  reorganization
      statute, make an assignment for the benefit of its creditors,  voluntarily
      suspend  payment  of its  obligations,  or take any  corporate  action  in
      furtherance of the foregoing; or

            (x) such  Master  Servicer  is removed  from S&P's  approved  Master
      Servicer  list and the  ratings  then  assigned  by S&P to any  Classes of
      certificates are downgraded,  qualified or withdrawn  (including,  without
      limitation,  being placed on "negative  credit watch") in connection  with
      such removal.

            Section  8.29  Procedure  Upon   Termination.   (a)  Notice  of  any
termination  pursuant to clause (i) of Section  8.28(a),  specifying  the Master
Servicer  Remittance  Date upon which the final transfer by a Master Servicer to
the  Paying  Agent  shall be made,  shall be given  promptly  in writing by such
Master Servicer to the Paying Agent no later than the later of (i) five Business
Days after the final payment or other  liquidation  of the last Mortgage Loan or
(ii) the  sixth  day of the  month  of such  final  distribution.  Upon any such
termination,  the duties of such Master  Servicer  (other than the obligation of
such Master  Servicer to pay to the Paying  Agent the amounts  remaining  in the
applicable  Certificate  Account as set forth below and the  obligations of such
Master  Servicer to the  Trustee and the Trust and the Fiscal  Agent as provided
herein) shall  terminate and such Master  Servicer  shall transfer to the Paying
Agent the amounts  remaining  in the  applicable  Certificate  Account  (and any
sub-account)  after  making the  withdrawals  permitted  to be made  pursuant to
Section 5.2 and shall thereafter  terminate the applicable  Certificate  Account
and any other account or fund maintained with respect to the Mortgage Loans.

            (b) On the date specified in a written  notice of termination  given
to a Master Servicer pursuant to clause (ii) of Section 8.28(a),  or on the date
on which a written notice of termination is given to a Master Servicer  pursuant
to clause  (iii) of  Section  8.28(a)  all  authority,  power and rights of such
Master Servicer under this Agreement, whether with respect to the Mortgage Loans
or  otherwise,  shall  terminate  (except  for any  rights  relating  to  unpaid
servicing  compensation,  unreimbursed  Advances or the Excess Servicing Fee and
all indemnities and  exculpations  set forth herein);  provided that in no event
shall the  termination  of such Master  Servicer be effective  until a successor
servicer  shall have  succeeded  such  Master  Servicer as  successor  servicer,
subject to approval by the Rating  Agencies,  notified  such Master  Servicer of
such  designation  and such  successor  servicer  shall have assumed such Master
Servicer's  obligations  and  responsibilities  hereunder  and under the Primary
Servicing  Agreements,  as set forth in an agreement  substantially  in the form
hereof,  with  respect to the  Mortgage  Loans.  Except as  provided in the next
sentence,  the Trustee may not succeed a Master  Servicer as servicer  until and
unless it has satisfied the provisions  that would apply to a Person  succeeding
to the  business of such Master  Servicer  pursuant to Section  8.22(b)  hereof.
Notwithstanding the foregoing  sentence,  in the event that a Master Servicer is
terminated  as  a  result  of  an  event  described  in  Section   8.28(b)(vii),
8.28(b)(viii)  or  8.28(b)(ix),  the  Trustee  shall act as  successor  servicer
immediately upon delivery of a notice of termination to such Master Servicer and
shall use commercially  reasonable efforts within 90 days of assuming the duties
of such Master  Servicer,  either to satisfy the  conditions of Section  8.22(b)
hereof or to transfer the duties of such Master Servicer to a successor servicer
who has  satisfied  such  conditions.  The  Trustee  is  hereby  authorized  and
empowered  to  execute  and  deliver,  on behalf  of such  Master  Servicer,  as
attorney-in-fact or otherwise, any and all documents and other instruments,  and
to do or accomplish all other acts or things  necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement  or  assignment  of the  Mortgage  Loans and  related  documents  or
otherwise.  The Master Servicers agree to cooperate with the Trustee, the Paying
Agent and the Fiscal Agent in effecting the  termination of a Master  Servicer's
responsibilities  and rights  hereunder as Master  Servicer  including,  without
limitation, notifying Mortgagors of the assignment of the servicing function and
providing  the Trustee all  documents  and records in  electronic  or other form
reasonably  requested by it to enable the successor  servicer  designated by the
Trustee to assume such Master Servicer's  functions  hereunder and to effect the
transfer to such successor for  administration  by it of all amounts which shall
at the time be or should  have been  deposited  by such  Master  Servicer in the
applicable  Certificate  Account  and any other  account or fund  maintained  or
thereafter received with respect to the Mortgage Loans.

            (c) If a Master  Servicer  receives a written  notice of termination
pursuant  to  clause  (ii) of  Section  8.28(a)  relating  solely to an Event of
Default set forth in clause  (v),  (x) or (xi) of Section  8.28(b),  and if such
Master Servicer provides the Trustee with the appropriate "request for proposal"
materials  within five  Business  Days after  receipt of such written  notice of
termination, then the Trustee shall promptly thereafter (using such "request for
proposal"  materials  provided by such Master Servicer)  solicit good faith bids
for the rights to service the Mortgage  Loans under this Agreement from at least
three but no more than five  Qualified  Bidders or, if three  Qualified  Bidders
cannot be located,  then from as many persons as the Trustee can  determine  are
Qualified Bidders.  At the Trustee's request,  such Master Servicer shall supply
the  Trustee  with the names of Persons  from whom to solicit  such bids.  In no
event  shall the Trustee be  responsible  if less than three  Qualified  Bidders
submit bids for the right to service the Mortgage Loans under this Agreement.

            (d) Each bid proposal  shall  require any  Successful  Bidder,  as a
condition of its bid, to enter into this Agreement as successor Master Servicer,
and to agree  to be  bound by the  terms  hereof  and the  terms of the  Primary
Servicing Agreements, not later than 30 days after termination of the applicable
Master Servicer  hereunder.  The Trustee shall select the Qualified  Bidder with
the highest cash bid (or such other  Qualified  Bidder as the applicable  Master
Servicer  may direct)  (the  "Successful  Bidder") to act as a successor  Master
Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into
this Agreement as a successor Master Servicer pursuant to the terms hereof,  and
in connection  therewith to deliver the amount of the  Successful  Bidder's cash
bid to the Trustee by wire transfer of immediately available funds to an account
specified by the Trustee no later than 10:00 a.m. New York City time on the date
specified for the assignment and assumption of the servicing rights hereunder.

            (e) Upon the  assignment  and  acceptance  of the  servicing  rights
hereunder  to and by the  Successful  Bidder and  receipt of such cash bid,  the
Trustee shall remit or cause to be remitted to the  terminated  Master  Servicer
the amount of such cash bid  received  from the  Successful  Bidder  (net of all
out-of-pocket  expenses  incurred  in  connection  with  obtaining  such bid and
transferring  servicing) by wire transfer of immediately  available  funds to an
account  specified by such Master Servicer no later than 1:00 p.m. New York City
time on the date  specified for the  assignment  and assumption of the servicing
rights hereunder.

            (f) If the Successful  Bidder has not entered into this Agreement as
a successor  Master  Servicer  within 30 days after the  termination of a Master
Servicer  hereunder or no Successful  Bidder was  identified  within such 30-day
period, the Trustee shall have no further  obligations under Section 8.29(c) and
may act or may select another successor to act as a Master Servicer hereunder in
accordance with Section 8.29(b).

            (g)  Notwithstanding  anything to the contrary in this Section 8.29,
the  successor  master  servicer  must  assume  all  of the  obligations  of the
terminated Master Servicer under the Primary Servicing Agreements as a condition
precedent to its becoming Master Servicer hereunder.

            (h)   Certain   Matters   Relating  to  Certain   Mortgage  Loans.
[Reserved].


                                   ARTICLE IX

   ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE LOANS BY THE
                                SPECIAL SERVICERS

            Section  9.1 Duties of the  Special  Servicers.  (a)  Subject to the
express   provisions   of   this   Agreement,   for   and  on   behalf   of  the
Certificateholders,  the  Trustee  and  solely  as it  relates  to the San Tomas
Mortgage  Loan,  on behalf of the holder of the San Tomas B Note,  each  Special
Servicer  shall service the  Specially  Serviced  Mortgage  Loans and manage the
related REO  Properties in accordance  with the provisions of this Agreement and
the Servicing  Standard  (subject to the servicing of the One Seaport Plaza Pari
Passu Loan by the 2002-IQ2 Master Servicer and the 2002-IQ2  Special Servicer in
accordance with the 2002-IQ2 Pooling and Servicing Agreement.

            The General  Special  Servicer  shall be the Special  Servicer  with
respect to all the  Mortgage  Loans and other assets of the Trust other than the
Co-op Trust  Assets,  the San Tomas A Note and the One Seaport  Plaza Pari Passu
Loan and,  as such,  shall  service and  administer  such of the assets of Trust
(other  than the Co-op  Trust  Assets  and the San  Tomas A Note) as  constitute
Specially  Serviced  Mortgage  Loans and REO  Properties  and shall  render such
incidental  services as are  required of such Special  Servicer  with respect to
such of the assets of the Trust  (other than the Co-op Trust  Assets and the San
Tomas A Note) as  constitute  assets that are not  Specially  Serviced  Mortgage
Loans or REO  Properties.  The  Co-op  Special  Servicer  shall  be the  Special
Servicer with respect to the Co-op Trust Assets and, as such,  shall service and
administer  such of the Co-op  Trust  Assets as  constitute  Specially  Serviced
Mortgage Loans and REO Properties and shall render such  incidental  services as
are  required of such Special  Servicer  with respect to such of the Co-op Trust
Assets as are not Specially Serviced Mortgage Loans or REO Properties. Principal
Global Investors,  LLC shall be the initial Special Servicer with respect to the
San Tomas Mortgage Loan and, as such, shall service and administer the San Tomas
Mortgage Loan if such asset constitutes a Specially Serviced Mortgage Loan or an
REO Property and shall render such  incidental  services as are required of such
Special  Servicer with respect to the San Tomas Mortgage Loan if such asset does
not constitute a Specially Serviced Mortgage Loan or an REO Properties.

            Certain of the provisions of this Article IX make explicit reference
to  their   applicability   to  Mortgage  Loans,  and  the  San  Tomas  B  Note;
notwithstanding  such  explicit  references,  references  in this  Article IX to
"Mortgage Loans" shall be construed,  unless otherwise specified,  to refer also
to the San Tomas B Note (but any other  terms that are  defined in Article I and
used in this Article IX shall be construed according to such definitions without
regard to this  sentence).  The  provisions  of this  Article IX are  subject to
Section 1.4(f) herein.

            (b) Each Special Servicer shall cooperate with the applicable Master
Servicer  and  provide  the  applicable  Master  Servicer  with the  information
reasonably requested by such Master Servicer, in writing, to the extent required
to allow such Master Servicer to perform its servicing  obligations with respect
to the Specially Serviced Mortgage Loans hereunder;  provided, however, that (i)
a Special  Servicer shall not be required to produce any ad hoc reports or incur
any  unusual  expense or effort in  connection  therewith  and (ii) if a Special
Servicer  elects to provide  such ad hoc  reports  requested  by the  applicable
Master  Servicer,  such  Special  Servicer  may  require the  applicable  Master
Servicer to pay a reasonable fee to cover the costs of the preparation  thereof.
A Special Servicer's  obligations with respect to the servicing of any Specially
Serviced  Mortgage Loan and any related REO Properties shall terminate when such
Specially  Serviced  Mortgage  Loan has become a  Rehabilitated  Mortgage  Loan,
unless  and  until  another  Servicing  Transfer  Event  with  respect  to  such
Rehabilitated Mortgage Loan occurs.

            (c) The applicable  Special  Servicer shall send a written notice to
the  applicable  Master  Servicer and the Paying Agent within two Business  Days
after  becoming aware that a Mortgage Loan has become a  Rehabilitated  Mortgage
Loan, which notice shall identify the applicable Mortgage Loan. Upon the receipt
of such notice by the  applicable  Master  Servicer and the Paying  Agent,  such
Mortgage Loan shall become a Rehabilitated Mortgage Loan and will be serviced by
the applicable Master Servicer.

            (d) Upon the  occurrence of a Servicing  Transfer Event with respect
to a Mortgage Loan and upon the  reasonable  request of the  applicable  Special
Servicer,  the  applicable  Master  Servicer  shall  mark its  records  for such
Mortgage Loan to cause any monthly  statements  for amounts due on such Mortgage
Loan to be sent  thereafter to the applicable  Special  Servicer rather than the
related Mortgagor.  Upon receipt of any such monthly  statement,  the applicable
Special Servicer shall,  within two Business Days,  advise the applicable Master
Servicer of any  changes to be made,  and return the  monthly  statement  to the
applicable  Master  Servicer.  The applicable  Master Servicer shall  thereafter
promptly send the corrected  monthly  statement to the Mortgagor.  If a Mortgage
Loan becomes a Rehabilitated Mortgage Loan, the applicable Master Servicer shall
send the monthly  statement to the Mortgagor as it did before such Mortgage Loan
became a Specially Serviced Mortgage Loan.

            (e) All amounts  collected by the  applicable  Master  Servicer with
respect to a Specially  Serviced  Mortgage Loan (other than a Mortgage Loan that
has  become  an REO  Mortgage  Loan and the San  Tomas B Note,  if it  becomes a
Specially   Serviced  Mortgage  Loan)  shall  be  deposited  in  the  applicable
Certificate  Account and all amounts collected by the applicable Master Servicer
with  respect  to the San  Tomas B Note,  if it  becomes  a  Specially  Serviced
Mortgage  Loan,  shall be  deposited  in the San Tomas  Custodial  Account.  The
applicable  Master  Servicer shall within two Business Days after receipt of any
such  payment,  notify the  applicable  Special  Servicer of the receipt of such
payment and the amount thereof.  The applicable  Special Servicer shall,  within
two Business Days thereafter, instruct the applicable Master Servicer in writing
how to apply such payment (with the  application  of such payments to be made in
accordance  with the related  Mortgage Loan documents or in accordance with this
Agreement, as applicable).

            (f)  After the  occurrence  of any  Servicing  Transfer  Event  with
respect  to  any  one or  more  Mortgage  Loans  that  are  the  subject  of any
Environmental  Insurance  Policy,  (i) the  applicable  Special  Servicer  shall
monitor  the dates by which any claim must be made or action must be taken under
such  Environmental  Insurance  Policy to achieve  the  payment  of all  amounts
thereunder  to which the Trust is entitled in the event the  applicable  Special
Servicer  has actual  knowledge  of any event  giving rise to a claim under such
Environmental  Insurance Policy (an "Insured  Environmental  Event") and (ii) if
the applicable Special Servicer has actual knowledge of an Insured Environmental
Event with  respect to such  Mortgage  Loan,  such Special  Servicer  shall take
reasonable  actions as are in  accordance  with the  Servicing  Standard and the
terms and  conditions of the related  Environmental  Insurance  Policy to make a
claim  thereunder  and  achieve the payment of all amounts to which the Trust is
entitled  thereunder.  Any legal fees or other  out-of-pocket  costs incurred in
accordance  with the Servicing  Standard in connection with any such claim shall
be paid by, and reimbursable  to, the applicable  Master Servicer as a Servicing
Advance. All extraordinary expenses (but not ordinary and routine or anticipated
expenses)  incurred  by  the  applicable  Special  Servicer  in  fulfilling  its
obligations under this Section 9.1 shall be paid by the Trust.

            Section 9.2 Fidelity Bond and Errors and Omissions  Insurance Policy
of the Special Servicers.  Each Special Servicer, at its expense, shall maintain
in effect a Servicer Fidelity Bond and a Servicer Errors and Omissions Insurance
Policy. The Servicer Errors and Omissions Insurance Policy and Servicer Fidelity
Bond shall be issued by a  Qualified  Insurer  (unless a Special  Servicer  self
insures  as  provided  below)  and be in form  and  amount  consistent  with the
Servicing  Standard.  In the event that any such  Servicer  Errors and Omissions
Insurance  Policy  or  Servicer  Fidelity  Bond  ceases  to  be in  effect,  the
applicable Special Servicer shall obtain a comparable replacement policy or bond
from an insurer or issuer  meeting  the  requirements  set forth above as of the
date of such replacement.  So long as the long-term rating of a Special Servicer
is not less than two rating  categories  (ignoring pluses or minuses) lower than
the highest  rating of the  Certificates,  but in any event not less than "A" as
rated by S&P and "A2" as rated by Moody's, such Special Servicer may self-insure
for the Servicer  Fidelity Bond and the Servicer  Error and Omissions  Insurance
Policy.

            Section 9.3 Reserved.

            Section  9.4  Special  Servicers'  General  Powers and  Duties.  (a)
Subject to the other terms and provisions of this Agreement,  a Special Servicer
is hereby  authorized  and  empowered  when such  Special  Servicer  believes it
appropriate in accordance with the Servicing  Standard,  to take any and all the
actions with respect to Specially  Serviced  Mortgage Loans which the applicable
Master  Servicer may perform as set forth in Section  8.3(a),  including  (i) to
execute and deliver,  on behalf of itself or the Trust (or the holder of the San
Tomas B  Note,  if  applicable),  any and all  instruments  of  satisfaction  or
cancellation,  or of  partial  or  full  release  or  discharge  and  all  other
comparable  instruments,  with respect to the Specially  Serviced Mortgage Loans
and  with  respect  to  the  related  REO  Properties  and  (ii)  to  effectuate
foreclosure or other conversion of the ownership of any REO Property  securing a
Mortgage  Loan. The Trustee shall execute on the Closing Date Powers of Attorney
in the form of Exhibit  S-2-A,  Exhibit S-2-B and Exhibit S-2-C hereto and shall
furnish the applicable  Special  Servicer from time to time, upon request,  with
any additional powers of attorney of the Trust, empowering such Special Servicer
to take such actions as it determines to be reasonably  necessary to comply with
its servicing,  administrative and management duties hereunder,  and the Trustee
shall  execute  and  deliver or cause to be executed  and  delivered  such other
documents  as a Special  Servicing  Officer may request,  that are  necessary or
appropriate  to enable such Special  Servicer to service,  administer and manage
the Specially  Serviced  Mortgage Loans and carry out its duties  hereunder,  in
each  case as  such  Special  Servicer  determines  is in  accordance  with  the
Servicing  Standard and the terms of this  Agreement;  provided  that,  prior to
initiating any  proceedings in any court of law or equity (but not defending any
proceedings  in any court of law or equity) or  instituting  any  proceeding  to
foreclose on any Mortgaged  Property in the name of the Trust in any state, such
Special  Servicer  shall  notify the  Trustee in writing  and not  institute  or
initiate any such  proceedings  for a period of five Business Days from the date
of its  delivery of such notice to the  Trustee,  unless such  Special  Servicer
reasonably  believes that such action should be taken in less than five Business
Days  to   preserve   the   property   of  the   Trust   for  the   benefit   of
Certificateholders, and the Trustee may within five Business Days of its receipt
of such notice  advise such Special  Servicer that it has received an Opinion of
Counsel  (the cost of which  shall be an expense of the Trust)  from an attorney
duly licensed to practice law in the state where the related Mortgaged  Property
or REO  Property  is  located,  that it is likely  that the laws of the state in
which said  action is to be taken  either  prohibit  such action if taken in the
name of the Trust or that the Trust would be adversely affected under the "doing
business"  or tax laws of such  state  if such  action  is  taken  in its  name;
provided,  further, that such Special Servicer shall not be liable to the extent
that it relies on the advice  provided in such Opinion of Counsel.  Upon receipt
of any such advice from the Trustee,  the applicable Special Servicer shall take
such action in the name of such  Person or  Persons,  in trust for the Trust (or
the holder of the San Tomas B Note, if applicable),  as shall be consistent with
the Opinion of Counsel  obtained by the  Trustee.  Such Person or Persons  shall
acknowledge in writing that such action is being taken by the applicable Special
Servicer  in the name of the  Trust (or the  holder of the San Tomas B Note,  if
applicable).  In the performance of its duties hereunder, the applicable Special
Servicer  shall be an  independent  contractor  and shall  not,  except in those
instances  where it is,  after notice to the Trustee as provided  above,  taking
action  in the name of the Trust  (or the  holder  of the San  Tomas B Note,  if
applicable),  be deemed  to be the agent of the Trust (or the  holder of the San
Tomas B Note, if applicable).  The applicable  Special  Servicer shall indemnify
the Trustee for any loss, liability or reasonable expense (including  attorneys'
fees) incurred by the Trustee or any partner, representative, Affiliate, member,
manager,  director,  officer, employee, agent or Controlling Person of it or its
affiliates  in  connection  with any  negligent  or  intentional  misuse  of the
foregoing powers of attorney  furnished to such Special Servicer by the Trustee.
Such  indemnification  shall survive the resignation or termination of a Special
Servicer  hereunder,  the  resignation  or  termination  of the  Trustee and the
termination of this Agreement.  The applicable  Special  Servicer shall not have
any  responsibility  or liability  for any act or omission of the  Trustee,  the
applicable  Master  Servicer or the Depositor  that is not  attributable  to the
failure of such  Special  Servicer to perform  its  obligations  hereunder.  The
applicable  Special  Servicer  may  conclusively  rely on any  advice of counsel
rendered in a Nondisqualification Opinion.

            (b) In servicing and administering  the Specially  Serviced Mortgage
Loans and managing any related REO Properties,  the applicable  Special Servicer
shall employ procedures  consistent with the Servicing Standard.  The applicable
Special Servicer shall conduct,  or cause to be conducted,  inspections,  at its
own expense, of the Mortgaged Properties relating to Specially Serviced Mortgage
Loans at such times and in such manner as shall be consistent with the Servicing
Standard;  provided that such Special  Servicer  shall  conduct,  or cause to be
conducted,  inspections  of  the  Mortgaged  Properties  relating  to  Specially
Serviced  Mortgage Loans at least once during each twelve month period that ends
on June 30 of any calendar year  (commencing with the twelve month period ending
June 30, 2003);  provided,  further,  that such Special  Servicer  shall, at the
expense of the Trust,  inspect or cause to be inspected each Mortgaged  Property
related to a Mortgage Loan that is delinquent for 120 days in the payment of any
amounts due under such Mortgage Loan. If the applicable  Special  Servicer shall
have conducted,  or caused to be conducted, an inspection pursuant to the second
proviso of the preceding sentence,  such Special Servicer shall not be obligated
to conduct or cause to be  conducted  another  inspection  with  respect to such
Mortgaged  Property  until the twelve month period  commencing  on the following
June 30. The applicable  Special Servicer shall provide to the applicable Master
Servicer,  the  Operating  Adviser  and,  solely as they relate to the San Tomas
Mortgage  Loan,  the  holder  of the San Tomas B Note  copies of the  Inspection
Reports relating to such inspections as soon as practicable after the completion
of any inspection.

            (c)   Reserved.

            (d) Pursuant to the One Seaport Plaza Intercreditor  Agreement,  the
owner of the One  Seaport  Plaza Pari Passu  Loan has agreed  that such  owner's
rights in, to and under the One Seaport Plaza Pari Passu Loan are subject to the
servicing and all other rights of the 2002-IQ2  Master Servicer and the 2002-IQ2
Special  Servicer and the  2002-IQ2  Master  Servicer  and the 2002-IQ2  Special
Servicer are  authorized and obligated to service and administer the One Seaport
Plaza Pari Passu Loan pursuant to the 2002-IQ2 Pooling and Servicing  Agreement.
Notwithstanding  anything herein to the contrary, the parties hereto acknowledge
and agree that the General Special Servicer's  obligations and  responsibilities
hereunder and the General Special  Servicer's  authority with respect to the One
Seaport Plaza Pari Passu Loan are limited by and subject to the terms of the One
Seaport  Plaza  Intercreditor  Agreement  and the rights of the 2002-IQ2  Master
Servicer and the  2002-IQ2  Special  Servicer  with  respect  thereto  under the
2002-IQ2  Pooling and Servicing  Agreement.  The General Special  Servicer shall
take such  actions as it shall  deem  reasonably  necessary  to  facilitate  the
servicing  of the One  Seaport  Plaza  Pari Passu  Loan by the  2002-IQ2  Master
Servicer  and the  2002-IQ2  Special  Servicer  including,  but not  limited to,
delivering  appropriate  Requests for Release to the Trustee and  Custodian  (if
any) in order  to  deliver  any  portion  of the  related  Mortgage  File to the
2002-IQ2 Master Servicer or 2002-IQ2 Special Servicer under the 2002-IQ2 Pooling
and Servicing Agreement.

            Section  9.5  "Due-on-Sale"   Clauses;   Assignment  and  Assumption
Agreements;    Modifications    of   Specially    Serviced    Mortgage    Loans;
Due-On-Encumbrance  Clauses.  Subject to the  limitations of Section 12.3,  each
Special Servicer shall have the following duties and rights:

            (a) If any Specially  Serviced Mortgage Loan contains a provision in
the nature of a "due-on-sale" clause, which by its terms:

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

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

then, each Special Servicer,  on behalf of the Trust,  shall, after consultation
with the Operating  Adviser and in accordance  with the REMIC  Provisions,  take
such  actions as it deems to be in the best  economic  interest  of the Trust in
accordance with the Servicing Standard, and may waive or enforce any due-on-sale
clause  contained in the related Mortgage Note or Mortgage;  provided,  however,
that if the  Principal  Balance  of such  Mortgage  Loan at such time  equals or
exceeds 5% of the  Aggregate  Certificate  Balance or is one of the then current
top 10 loans (by  Principal  Balance)  in the pool,  then prior to  waiving  the
effect  of such  provision,  a  Special  Servicer  shall  obtain  Rating  Agency
Confirmation  regarding  such waiver.  In  connection  with the request for such
consent,  such Special  Servicer  shall prepare and deliver to S&P and Moody's a
memorandum  outlining its analysis and  recommendation  in  accordance  with the
Servicing  Standard,  together with copies of all relevant  documentation.  Such
Special  Servicer  shall also  prepare and  provide  S&P and  Moody's  with such
memorandum  and  documentation  for all  transfer,  assumption  and  encumbrance
consents granted for Mortgage Loans below the threshold set forth above, but for
which such Special  Servicer's  decision will be sufficient  and a Rating Agency
Confirmation  is not  required.  As to any Mortgage Loan that is not a Specially
Serviced Mortgage Loan and contains a provision in the nature of a "due-on-sale"
clause,  such  Special  Servicer  shall  have the rights and duties set forth in
Section 8.7(d). The applicable Special Servicer shall be entitled to 100% of all
assumption fees in connection with Specially Serviced Mortgage Loans.

            After  notice  to the  Operating  Adviser,  the  applicable  Special
Servicer is also  authorized to take or enter into an assignment  and assumption
agreement  from or with the Person to whom such property has been or is about to
be conveyed,  and/or to release the original  Mortgagor  from liability upon the
Specially  Serviced  Mortgage Loan and  substitute  the new Mortgagor as obligor
thereon; provided that except as otherwise permitted by Section 9.5(c), any such
assignment and assumption or substitution  agreement shall contain no terms that
could  result in an Adverse  REMIC  Event.  To the extent  permitted by law, the
applicable  Special  Servicer  shall enter into an  assumption  or  substitution
agreement that is required under the related Mortgage Loan documents  (either as
a matter  of right or upon  satisfaction  of  specified  conditions)  and  shall
otherwise enter into any assumption or  substitution  agreement only if entering
into such assumption or substitution  agreement is consistent with the Servicing
Standard.  The applicable  Special Servicer shall not condition  approval of any
request for assumption of a Mortgage Loan on an increase in the interest rate of
such Mortgage Loan. The applicable  Special Servicer shall notify the applicable
Master Servicer of any such assignment and assumption or substitution  agreement
and such  Special  Servicer  shall  forward to the Trustee the  original of such
agreement,  which original shall be added by the Trustee to the related Mortgage
File and shall, for all purposes,  be considered a part of such Mortgage File to
the same  extent as all other  documents  and  instruments  constituting  a part
thereof.

            (b) In connection  with any assignment and assumption of a Specially
Serviced  Mortgage  Loan,  in no event  shall the  applicable  Special  Servicer
consent to the creation of any lien on a Mortgaged  Property  that is senior to,
or on a parity with, the lien of the related  Mortgage.  Nothing in this Section
9.5 shall  constitute  a waiver of the  Trustee's  right,  as the  mortgagee  of
record,  to receive  notice of any  assignment  and  assumption  of a  Specially
Serviced  Mortgage  Loan,  any sale or other  transfer of the related  Mortgaged
Property or the creation of any lien or other  encumbrance  with respect to such
Mortgaged Property.

            (c) Subject to the  Servicing  Standard  and Section  9.39,  and the
rights and duties of the  applicable  Master  Servicer  under Section 8.18,  the
applicable Special Servicer may enter into any modification, waiver or amendment
(including, without limitation, the substitution or release of collateral or the
pledge of additional collateral) of the terms of any Specially Serviced Mortgage
Loan, including any modification,  waiver or amendment to (i) reduce the amounts
owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued
interest and/or any Prepayment  Premium and/or any other amounts due and payable
with  respect to such  Specially  Serviced  Mortgage  Loan  (including,  but not
limited  to, any Late Fees or default  interest),  (ii) reduce the amount of the
Scheduled Payment on any Specially Serviced Mortgage Loan, including by way of a
reduction in the related  Mortgage Rate, (iii) forbear in the enforcement of any
right  granted  under any  Mortgage  Note or  Mortgage  relating  to a Specially
Serviced Mortgage Loan, (iv) extend the Maturity Date of any Specially  Serviced
Mortgage Loan and/or (v) accept a principal prepayment on any Specially Serviced
Mortgage Loan during any period during which voluntary Principal Prepayments are
prohibited, provided, in the case of any such modification, waiver or amendment,
that (A) the  related  Mortgagor  is in default  with  respect to the  Specially
Serviced Mortgage Loan or, in the reasonable  judgment of the applicable Special
Servicer, such default is reasonably foreseeable, (B) in the reasonable judgment
of the applicable Special Servicer, such modification, waiver or amendment would
increase   the   recovery   on  the   Specially   Serviced   Mortgage   Loan  to
Certificateholders  on a net present  value basis (the relevant  discounting  of
amounts  that will be  distributable  to  Certificateholders  to be performed at
related  Mortgage Rate) (as  demonstrated  in writing by the applicable  Special
Servicer to the Trustee and the Paying Agent), (C) such modification,  waiver or
amendment would not cause an Adverse REMIC Event to occur,  and (D) if notice to
the  Operating  Adviser of such  modification,  waiver or  amendment is required
pursuant to Section 9.39, the applicable  Special Servicer has made such notice.
The  Special  Servicer  with  respect to the San Tomas B Note  shall  notify the
holder of the San Tomas B Note of any  modification  of the monthly  payments of
the San  Tomas  Mortgage  Loan  and  such  modifications  shall be made and such
monthly   payments  shall  be  allocated  in  accordance   with  the  San  Tomas
Intercreditor Agreement.

            In no event,  however,  shall the  applicable  Special  Servicer (i)
extend the Maturity  Date of a Specially  Serviced  Mortgage  Loan beyond a date
that is two years  prior to the  Final  Rated  Distribution  Date or (ii) if the
Specially  Serviced  Mortgage  Loan is  secured  by a ground  lease,  extend the
Maturity  Date of such  Specially  Serviced  Mortgage  Loan unless such  Special
Servicer gives due consideration to the remaining term of such ground lease. The
applicable  Special  Servicer shall not extend the Maturity Date of any Mortgage
Loan  secured  by a  Mortgaged  Property  covered  by a group  secured  creditor
impaired property environmental insurance policy for more than five years beyond
such Mortgage  Loan's  Maturity Date unless a new Phase I  Environmental  Report
indicates that there is no environmental  condition or the Mortgagor obtains, at
its expense,  an extension  of such policy on the same terms and  conditions  to
cover the period through five years past the extended  Maturity  Date,  provided
that,  (i) if such Mortgage Loan is secured by a ground  lease,  the  applicable
Special  Servicer  shall give due  consideration  to the  remaining  term of the
ground  lease and (ii) in no case shall the Maturity  Date of any such  Mortgage
Loan be  extended  past a date  that  is two  years  prior  to the  Final  Rated
Distribution Date.

            The determination of the applicable Special Servicer contemplated by
clause (C) of the proviso to the first paragraph of this Section 9.5(c) shall be
evidenced by an Officer's Certificate  certifying the information in the proviso
to the first paragraph under this subsection (c).

            (d) In the event the applicable Special Servicer intends to permit a
Mortgagor  to  substitute  collateral  for  all or any  portion  of a  Mortgaged
Property  pursuant to Section  9.5(c) or pledge  additional  collateral  for the
Mortgage Loan pursuant to Section 9.5(c),  if the security interest of the Trust
or the holder of the San Tomas B Note in such  collateral  can only be perfected
by possession,  or if such collateral requires special care or protection,  then
prior to agreeing to such  substitution or addition of collateral,  such Special
Servicer shall make  arrangements for such possession,  care or protection,  and
prior to  agreeing to such  substitution  or  addition  of  collateral  (or such
arrangement for possession,  care or protection)  shall obtain the prior written
consent  of the  Trustee  with  respect  thereto  (which  consent  shall  not be
unreasonably  withheld,  delayed or conditioned);  provided,  however,  that the
Trustee  shall  not  be  required  (but  has  the  option)  to  consent  to  any
substitution or addition of collateral or to hold any such collateral which will
require the Trustee to undertake any  additional  duties or obligations or incur
any  additional  expense.  Notwithstanding  the  foregoing,  to the  extent  not
inconsistent  with the related Mortgage Loan documents,  the applicable  Special
Servicer will not permit a Mortgagor to substitute collateral for any portion of
the  Mortgaged   Property   unless  it  shall  have  received  a  Rating  Agency
Confirmation  in connection  therewith,  the costs of which to be payable by the
related Mortgagor to the extent provided for in the Mortgage Loan documents.  If
the  Mortgagor is not required to pay for the Rating Agency  Confirmation,  then
such expense will be paid by the Trust.  Promptly upon receipt of notice of such
unpaid  expense,  regarding a Specially  Serviced  Mortgage Loan, the applicable
Special  Servicer shall request the related Seller as and to the extent required
pursuant to the terms of the related  Mortgage Loan  Purchase  Agreement to make
such payment by deposit to the applicable Certificate Account.

            (e) The  applicable  Special  Servicer will promptly  deliver to the
applicable Master Servicer, the Operating Adviser, the Trustee, the Paying Agent
and  the  Rating  Agencies  a  notice,   specifying  any  such  assignments  and
assumptions, modifications, material waivers (except any waivers with respect to
Late Fees or default  interest)  or  amendments,  such  notice  identifying  the
affected  Specially  Serviced  Mortgage  Loan.  Such notice  shall set forth the
reasons for such waiver, modification,  or amendment (including, but not limited
to,  information such as related income and expense  statements,  rent rolls, in
the case of Mortgage Loans other than Co-op Mortgage  Loans,  occupancy  status,
property  inspections,  and an  internal  or  external  appraisal  performed  in
accordance with MAI standards and  methodologies  (and, if done externally,  the
cost of such appraisal  shall be recoverable as a Servicing  Advance  subject to
the provisions of Section 4.4 hereof)).  The applicable  Special  Servicer shall
also  deliver to the  Trustee  (or the  Custodian),  for  deposit in the related
Mortgage  File,  an  original  counterpart  of the  agreement  relating  to such
modification, waiver or amendment promptly following the execution thereof.

            (f) No fee  described  in this  Section  shall be  collected  by the
applicable  Special  Servicer from the Mortgagor (or on behalf of the Mortgagor)
in conjunction with any consent or any modification,  waiver or amendment of the
Mortgage  Loan  if  the  collection  of  such  fee  would  cause  such  consent,
modification,  waiver or amendment  to be a  "significant  modification"  of the
Mortgage Note within the meaning of Treasury  Regulations  Section  1.860G-2(b).
Subject  to the  foregoing,  the  applicable  Special  Servicer  shall  use  its
reasonable efforts,  in accordance with the Servicing  Standard,  to collect any
modification fees and other expenses connected with a permitted  modification of
a Mortgage Loan from the  Mortgagor.  The applicable  Special  Servicer shall be
entitled  to  100%  of any  modification  fees  received  in  connection  with a
Specially  Serviced  Mortgage  Loan.  The  inability of the Mortgagor to pay any
costs and expenses of a proposed  modification shall not impair the right of the
applicable Special Servicer, the applicable Master Servicer or the Trustee to be
reimbursed  by the  Trust  for such  expenses  (including  any cost and  expense
associated with the Opinion of Counsel referred to in this Section).

            (g)  The  applicable  Special  Servicer  shall  cooperate  with  the
applicable  Master  Servicer  (as provided in Section  8.7) in  connection  with
assignments  and  assumptions of Mortgage Loans that are not Specially  Serviced
Mortgage  Loans (except with respect to the UCL Loans and the  Nationwide  Loans
with  respect  to which  such  Special  Servicer  is not  entitled  to receive a
percentage of the assumption fee, as set forth below),  and shall be entitled to
receive 50% of any  assumption  fee paid by the related  Mortgagor in connection
with an assignment and assumption executed pursuant to Section 8.7(a) and 50% of
any  assumption  fee  paid  by the  related  Mortgagor  in  connection  with  an
assignment and assumption  executed pursuant to Section 8.7(d).  Notwithstanding
the foregoing,  with respect to non-Specially  Serviced  Mortgage Loans that are
UCL Loans or Nationwide  Loans,  the Special  Servicer shall only be entitled to
50% of any assumption fee if such Special  Servicer's  consent was required with
respect to such assumption. The applicable Special Servicer shall be entitled to
100% of any  assumption  fee received in  connection  with a Specially  Serviced
Mortgage Loan.

            (h)  Notwithstanding  anything  herein  to  the  contrary,  (i)  the
applicable  Special  Servicer  shall not have any right or obligation to consult
with or to seek and/or obtain  consent or approval  from the  Operating  Adviser
prior to acting, and provisions of this Agreement  requiring such shall be of no
effect,  if the  Operating  Adviser  resigns  or is  removed,  during the period
following such resignation or removal until a replacement is elected and (ii) no
advice, direction or objection from or by the Operating Adviser, as contemplated
by this Agreement,  may (and such Special  Servicer shall ignore and act without
regard to any such advice,  direction or objection that the  applicable  Special
Servicer  has  determined,  in its  reasonable  good faith  judgment  would) (A)
require or cause such Special  Servicer to violate  applicable law, the terms of
any Mortgage  Loan,  any  provision of this  Agreement or the REMIC  Provisions,
including  such Special  Servicer's  obligation  to act in  accordance  with the
Servicing  Standard,  (B) result in an Adverse  REMIC Event with  respect to any
REMIC  Pool or in the Class EI  Grantor  Trust not  being  treated  as a grantor
trust, (C) expose the Trust, the Depositor,  the applicable Master Servicer, the
applicable Special Servicer,  the Fiscal Agent, the Paying Agent or the Trustee,
or any of  their  respective  partners,  representatives,  Affiliates,  members,
managers, directors,  officers, employees or agents, to any material claim, suit
or  liability,  or (D)  materially  expand the scope of the  applicable  Special
Servicer's  responsibilities under this Agreement.  Notwithstanding  anything to
the contrary contained herein, in no event shall the Special Servicer of the San
Tomas Mortgage Loan be required to take direction,  or obtain consent,  from the
Operating  Adviser  with respect to the San Tomas  Mortgage  Loan so long as the
holder of the San Tomas B Note is the Controlling  Holder (as defined in the San
Tomas   Intercreditor   Agreement)  pursuant  to  the  San  Tomas  Intercreditor
Agreement.

            (i) If  any  Specially  Serviced  Mortgage  Loan  which  contains  a
provision in the nature of a "due-on-encumbrance"  (other than with respect to a
Specially  Serviced  Mortgage Loan that is a Co-op Mortgage Loan as to which the
NCBFSB  Subordinate  Debt Conditions have been satisfied)  clause,  which by its
terms:

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

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

            (j)  then,  for so long as such  Mortgage  Loan is  included  in the
Trust,  the  applicable  Special  Servicer,  on  behalf  of the  Trustee  as the
mortgagee of record, shall exercise (or, subject to Section 9.5, waive its right
to  exercise)  any right it may have with respect to such  Mortgage  Loan (x) to
accelerate the payments thereon,  or (y) to withhold its consent to the creation
of any such additional lien or other  encumbrance,  in a manner  consistent with
the  Servicing  Standard.  Prior to waiving  the effect of such  provision  with
respect to a Mortgage Loan, the applicable  Special Servicer shall obtain Rating
Agency Confirmation regarding such waiver;  provided,  however, that such Rating
Agency  Confirmation shall only be required if the applicable  Mortgage Loan (x)
represents  2% or more of the Stated  Principal  Balance of all of the  Mortgage
Loans  held by the Trust or is one of the 10  largest  Mortgage  Loans  based on
Stated  Principal  Balance and (y) such Mortgage Loan has a Loan-to-Value  Ratio
(which  includes Junior  Indebtedness,  if any) that is greater than or equal to
85% and a Debt Service  Coverage  Ratio (which  includes  debt service on Junior
Indebtedness, if any) that is less than 1.2x.

            Section 9.6 Release of Mortgage  Files.  (a) Upon becoming  aware of
the payment in full of any Specially Serviced Mortgage Loan, or the receipt by a
Special  Servicer of a  notification  that payment in full will be escrowed in a
manner  customary for such  purposes,  or the complete  defeasance of a Mortgage
Loan,  such Special  Servicer will within 2 Business Days notify the  applicable
Master Servicer. The applicable Special Servicer shall determine,  in accordance
with the Servicing  Standard,  whether an instrument  of  satisfaction  shall be
delivered and, if such Special Servicer  determines that such instrument  should
be  delivered,  such Special  Servicer  shall deliver  written  approval of such
delivery to the applicable Master Servicer.

            (b)  From  time to time  and as  appropriate  for the  servicing  or
foreclosure  of any Specially  Serviced  Mortgage Loan or the  management of the
related REO Property and in accordance with the Servicing Standard,  the Trustee
shall  execute or cause to be executed  such  documents as shall be prepared and
furnished  to the Trustee by a Special  Servicing  Officer  (in form  reasonably
acceptable to the Trustee) and as are necessary for such  purposes.  The Trustee
or Custodian shall, upon request of the applicable Special Servicer and delivery
to the  Trustee  or  Custodian  of a  request  for  release  signed by a Special
Servicing  Officer  substantially  in the form of Exhibit C, release the related
Mortgage  File to such Special  Servicer.  After the transfer of servicing  with
respect  to any  Specially  Serviced  Mortgage  Loan to the  applicable  Special
Servicer,  in accordance  with the Servicing  Standard,  the  applicable  Master
Servicer shall notify, in writing,  the Mortgagor under each Specially  Serviced
Mortgage Loan transferred to the applicable Special Servicer, of such transfer.

            (c)   Reserved.

            (d) The  applicable  Special  Servicer  shall,  with  respect to any
Rehabilitated  Mortgage  Loan,  release to the  applicable  Master  Servicer all
documents and instruments in the possession of such Special  Servicer related to
such  Rehabilitated  Mortgage  Loan.  Prior to the  transfer of  servicing  with
respect to any Rehabilitated  Mortgage Loan to the applicable Master Servicer in
accordance with the Servicing  Standard,  the applicable  Special Servicer shall
notify,  in writing,  each Mortgagor under each  Rehabilitated  Mortgage Loan of
such transfer.

            Section  9.7  Documents,  Records  and  Funds in  Possession  of the
Special  Servicers To Be Held for the Trustee.  (a) Each Special  Servicer shall
transmit to the Trustee or Custodian such documents and instruments  coming into
the possession of such Special Servicer as from time to time are required by the
terms  hereof  to be  delivered  to  the  Trustee.  Any  funds  received  by the
applicable  Special Servicer in respect of any Specially  Serviced Mortgage Loan
or any REO Property or which  otherwise are collected by the applicable  Special
Servicer as Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds in
respect of any Specially  Serviced  Mortgage  Loan or any REO Property  shall be
transmitted to the applicable Master Servicer within one Business Day of receipt
to the applicable Certificate Account, except that if such amounts relate to REO
Income,  they shall be deposited in the applicable  REO Account.  The applicable
Special Servicer shall provide access to information and documentation regarding
the Specially  Serviced  Mortgage Loans to the Trustee,  the  applicable  Master
Servicer,  the Fiscal Agent, the Paying Agent,  the Operating  Adviser and their
respective  agents and accountants at any time upon  reasonable  written request
and during normal business hours,  provided that such Special Servicer shall not
be  required  to take any action or provide any  information  that such  Special
Servicer  determines  will result in any material cost or expense to which it is
not entitled to reimbursement hereunder or will result in any material liability
for which it is not indemnified hereunder;  provided,  further, that the Trustee
and the Paying  Agent shall be entitled to receive from the  applicable  Special
Servicer  all  such  information  as the  Trustee  and the  Paying  Agent  shall
reasonably  require to perform their respective duties hereunder.  In fulfilling
such a request,  the applicable  Special  Servicer shall not be responsible  for
determining  whether such  information  is  sufficient  for the  Trustee's,  the
applicable  Master  Servicer's,  the Fiscal  Agent's,  the Paying Agent's or the
Operating Adviser's purposes.

            (b) Each Special Servicer hereby acknowledges that the Trust (and/or
the holder of the San Tomas B Note with respect to the San Tomas  Mortgage Loan)
owns the Specially  Serviced Mortgage Loans and all Mortgage Files  representing
such Specially  Serviced  Mortgage Loans and all funds now or hereafter held by,
or under the  control of,  such  Special  Servicer  that are  collected  by such
Special Servicer in connection with the Specially  Serviced  Mortgage Loans (but
excluding any Special Servicer  Compensation and all other amounts to which such
Special Servicer is entitled  hereunder);  and such Special Servicer agrees that
all documents or instruments  constituting  part of the Mortgage Files, and such
funds  relating to the  Specially  Serviced  Mortgage  Loans which come into the
possession  or custody of, or which are subject to the control of, such  Special
Servicer,  shall be held by such Special Servicer for and on behalf of the Trust
(and/or  the  holder  of the San  Tomas B Note  with  respect  to the San  Tomas
Mortgage Loan).

            (c) Each  Special  Servicer  also  agrees  that it shall not create,
incur or subject any Specially  Serviced  Mortgage  Loans, or any funds that are
required  to be  deposited  in any REO  Account  to any  claim,  lien,  security
interest, judgment, levy, writ of attachment or other encumbrance, nor assert by
legal action or  otherwise  any claim or right of setoff  against any  Specially
Serviced  Mortgage Loan or any funds,  collected  on, or in  connection  with, a
Specially Serviced Mortgage Loan.

            Section 9.8 Representations,  Warranties  and  Covenants  of  the
Special  Servicers.  (a) The General Special  Servicer  hereby  represents and
warrants to and covenants with the Trustee, as of the Closing Date:

            (i) the General Special  Servicer is a corporation,  duly organized,
      validly  existing  and in good  standing  under  the laws of the  State of
      California,  and the General  Special  Servicer is in compliance  with the
      laws of each  State in which any  Mortgaged  Property  is  located  to the
      extent necessary to perform its obligations under this Agreement;

            (ii) the  execution  and  delivery of this  Agreement by the General
      Special  Servicer,  and the  performance  and compliance with the terms of
      this  Agreement  by the  General  Special  Servicer,  will not violate the
      General  Special  Servicer's  organizational  documents  or  constitute  a
      default (or an event which,  with notice or lapse of time, or both,  would
      constitute  a default)  under,  or result in the  breach of, any  material
      agreement  or  other  instrument  to  which  it is a  party  or  which  is
      applicable to it or any of its assets;

            (iii) the General Special  Servicer has the full power and authority
      to  enter  into  and  consummate  all  transactions  contemplated  by this
      Agreement, has duly authorized the execution,  delivery and performance of
      this Agreement, and has duly executed and delivered this Agreement;

            (iv) this  Agreement,  assuming  due  authorization,  execution  and
      delivery  by the other  parties  hereto,  constitutes  a valid,  legal and
      binding  obligation of the General Special Servicer,  enforceable  against
      the General Special Servicer in accordance with the terms hereof,  subject
      to (A) applicable bankruptcy, insolvency,  reorganization,  moratorium and
      other laws affecting the enforcement of creditors' rights  generally,  and
      (B) general  principles of equity,  regardless of whether such enforcement
      is considered in a proceeding in equity or at law;

            (v) the General  Special  Servicer is not in  violation  of, and its
      execution  and  delivery  of  this  Agreement  and  its   performance  and
      compliance  with  the  terms  of this  Agreement  will  not  constitute  a
      violation  of, any law,  order or decree of any court or  arbiter,  or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority,  which violation,  in the General Special Servicer's
      good faith and  reasonable  judgment,  is likely to affect  materially and
      adversely  either the ability of the General  Special  Servicer to perform
      its  obligations  under this  Agreement or the financial  condition of the
      General Special Servicer;

            (vi) no litigation is pending or, to the best of the General Special
      Servicer's knowledge,  threatened against the General Special Servicer the
      outcome  of  which,  in the  General  Special  Servicer's  good  faith and
      reasonable judgment,  could reasonably be expected to prohibit the General
      Special  Servicer  from entering  into this  Agreement or  materially  and
      adversely  affect the ability of the General  Special  Servicer to perform
      its obligations under this Agreement;

            (vii)  the  General  Special   Servicer  has  errors  and  omissions
      insurance coverage which is in full force and effect and complies with the
      requirements of Section 3.07 hereof; and

            (viii) no consent, approval, authorization or order, registration or
      filing with or notice to, any governmental authority or court is required,
      under federal or state law, for the execution, delivery and performance of
      or compliance by the General Special Servicer with this Agreement,  or the
      consummation   by  the  General   Special   Servicer  of  any  transaction
      contemplated   hereby,   other   than   (1)  such   consents,   approvals,
      authorizations, qualifications, registrations, filings, or notices as have
      been  obtained or made and (2) where the lack of such  consent,  approval,
      authorization,  qualification,  registration,  filing or notice  would not
      have a material  adverse effect on the  performance by the General Special
      Servicer under this Agreement.

            (b) The Co-op Special Servicer hereby represents and warrants to and
covenants with the Trustee, as of the Closing Date:

            (i) The Co-op  Special  Servicer is a  corporation  duly  organized,
      validly existing and in good standing under the laws of the United States,
      and the Co-op  Special  Servicer  is in  compliance  with the laws of each
      State in which any  related  Mortgaged  Property  is located to the extent
      necessary to perform its obligations under this Agreement.

            (ii)  The  Co-op  Special  Servicer's  execution  and  delivery  of,
      performance  under and compliance with this Agreement will not violate the
      Co-op Special Servicer's  organizational documents or constitute a default
      (or an  event  which,  with  notice  or lapse  of  time,  or  both,  would
      constitute  a default)  under,  or result in the  breach of, any  material
      agreement  or  other  instrument  to  which  it is a  party  or  which  is
      applicable to it or any of its assets,  which  default,  in the good faith
      and reasonable judgment of the Co-op Special Servicer, is likely to affect
      materially and adversely  either the ability of the Co-op Special Servicer
      to perform its obligations under this Agreement or the financial condition
      of the Co-op Special Servicer.

            (iii) The Co-op Special Servicer has the full power and authority to
      enter into and  consummate  all  transactions  involving the Co-op Special
      Servicer   contemplated  by  this  Agreement,   has  duly  authorized  the
      execution,  delivery  and  performance  of this  Agreement,  and has  duly
      executed and delivered this Agreement.

            (iv) This  Agreement,  assuming  due  authorization,  execution  and
      delivery by each of the other parties hereto,  constitutes a valid,  legal
      and binding obligation of the Co-op Special Servicer,  enforceable against
      the Co-op Special Servicer in accordance with the terms hereof, subject to
      (A)  applicable  bankruptcy,  insolvency,  reorganization,   receivership,
      moratorium and other laws affecting the  enforcement of creditors'  rights
      generally,  and (B) general  principles  of equity,  regardless of whether
      such enforcement is considered in a proceeding in equity or at law.

            (v) The Co-op  Special  Servicer  is not in  violation  of,  and its
      execution and delivery of, performance under and compliance with the terms
      of this  Agreement  will not constitute a violation of, any law, any order
      or decree of any court or arbiter,  or any order,  regulation or demand of
      any federal,  state or local governmental or regulatory  authority,  which
      violation,  in the Co-op  Special  Servicer's  good  faith and  reasonable
      judgment,  is likely to affect materially and adversely either the ability
      of the Co-op  Special  Servicer  to  perform  its  obligations  under this
      Agreement or the financial condition of the Co-op Special Servicer.

            (vi) No consent,  approval,  authorization  or order of any state or
      federal  court  or  governmental  agency  or  body  is  required  for  the
      consummation   by  the  Co-op   Special   Servicer  of  the   transactions
      contemplated herein, except for those consents, approvals,  authorizations
      or orders  that  previously  have been  obtained or where the lack of such
      consent,  approval,  authorization  or order  would  not  have a  material
      adverse effect on the ability of the Co-op Special Servicer to perform its
      obligations under this Agreement.

            (vii) No  litigation is pending or, to the best of the Co-op Special
      Servicer's  knowledge,  threatened  against the Co-op Special Servicer the
      outcome  of  which,  in  the  Co-op  Special  Servicer's  good  faith  and
      reasonable  judgment,  could  reasonably be expected to prohibit the Co-op
      Special  Servicer  from entering  into this  Agreement or  materially  and
      adversely  affect the ability of the Co-op Special Servicer to perform its
      obligations under this Agreement.

            (viii) The Co-op Special Servicer has errors and omissions insurance
      as required by Section 9.2.

            (ix) As of the Closing  Date,  the Co-op  Special  Servicer is not a
      party to any  sub-servicing  agreement  providing for the  performance  of
      duties of the Co-op Special Servicer by any  Sub-Servicer  with respect to
      any Co-op Mortgage Loans or related REO Properties.

            (c) Principal Global  Investors,  LLC hereby represents and warrants
to and covenants with the Trustee, as of the Closing Date:

            (i) Principal Global  Investors,  LLC is a limited liability company
      duly  organized,  validly  existing and in good standing under the laws of
      the  State  of  Delaware,  and  Principal  Global  Investors,  LLC  is  in
      compliance  with the laws of each  State in which  any  related  Mortgaged
      Property is located to the extent  necessary  to perform  its  obligations
      under this Agreement.

            (ii) Principal  Global  Investors,  LLC's execution and delivery of,
      performance  under and  compliance  with this  Agreement  will not violate
      Principal Global Investors, LLC's organizational documents or constitute a
      default (or an event which,  with notice or lapse of time, or both,  would
      constitute  a default)  under,  or result in the  breach of, any  material
      agreement  or  other  instrument  to  which  it is a  party  or  which  is
      applicable to it or any of its assets,  which  default,  in the good faith
      and reasonable  judgment of Principal Global Investors,  LLC, is likely to
      affect  materially  and adversely  either the ability of Principal  Global
      Investors,  LLC to perform its  obligations  under this  Agreement  or the
      financial condition of Principal Global Investors, LLC.

            (iii)  Principal  Global  Investors,  LLC has  the  full  power  and
      authority  to  enter  into  and  consummate  all  transactions   involving
      Principal Global Investors,  LLC contemplated by this Agreement,  has duly
      authorized the execution,  delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement.

            (iv) This  Agreement,  assuming  due  authorization,  execution  and
      delivery by each of the other parties hereto,  constitutes a valid,  legal
      and binding  obligation of Principal Global  Investors,  LLC,  enforceable
      against  Principal  Global  Investors,  LLC in  accordance  with the terms
      hereof, subject to (A) applicable bankruptcy, insolvency,  reorganization,
      receivership,  moratorium  and other laws  affecting  the  enforcement  of
      creditors'  rights  generally,  and  (B)  general  principles  of  equity,
      regardless  of whether such  enforcement  is considered in a proceeding in
      equity or at law.

            (v) Principal Global Investors,  LLC is not in violation of, and its
      execution and delivery of, performance under and compliance with the terms
      of this  Agreement  will not constitute a violation of, any law, any order
      or decree of any court or arbiter,  or any order,  regulation or demand of
      any federal,  state or local governmental or regulatory  authority,  which
      violation, in Principal Global Investors,  LLC's good faith and reasonable
      judgment,  is likely to affect materially and adversely either the ability
      of Principal Global  Investors,  LLC to perform its obligations under this
      Agreement or the financial condition of Principal Global Investors, LLC.

            (vi) No consent,  approval,  authorization  or order of any state or
      federal  court  or  governmental  agency  or  body  is  required  for  the
      consummation  by  Principal  Global  Investors,  LLC of  the  transactions
      contemplated herein, except for those consents, approvals,  authorizations
      or orders  that  previously  have been  obtained or where the lack of such
      consent,  approval,  authorization  or order  would  not  have a  material
      adverse  effect on the  ability  of  Principal  Global  Investors,  LLC to
      perform its obligations under this Agreement.

            (vii) No litigation  is pending or, to the best of Principal  Global
      Investors, LLC's knowledge, threatened against Principal Global Investors,
      LLC the outcome of which, in Principal Global Investors,  LLC's good faith
      and  reasonable  judgment,   could  reasonably  be  expected  to  prohibit
      Principal  Global  Investors,  LLC from  entering  into this  Agreement or
      materially and adversely affect the ability of Principal Global Investors,
      LLC to perform its obligations under this Agreement.

            (viii)  Principal  Global  Investors,  LLC has errors and  omissions
      insurance as required by Section 9.2.

            (ix) As of the Closing Date, Principal Global Investors,  LLC is not
      a party to any  sub-servicing  agreement  providing for the performance of
      duties of Principal Global Investors, LLC by any Sub-Servicer with respect
      to any Co-op Mortgage Loans or related REO Properties.

            (d) It is understood  that the  representations  and  warranties set
forth in this  Section 9.8 shall  survive  the  execution  and  delivery of this
Agreement.

            (e) Any cause of action  against  the  applicable  Special  Servicer
arising out of the breach of any  representations  and  warranties  made in this
Section shall accrue upon the giving of written notice to such Special  Servicer
by any of the Trustee,  the applicable Master Servicer,  the Paying Agent or the
Fiscal Agent. A Special  Servicer  shall give prompt notice to the Trustee,  the
Fiscal Agent,  the Paying Agent,  the Depositor,  the Operating  Adviser and the
applicable  Master Servicer of the  occurrence,  or the failure to occur, of any
event  that,  with  notice,  or the  passage  of time or both,  would  cause any
representation  or warranty in this  Section to be untrue or  inaccurate  in any
respect.

            Section  9.9  Standard  Hazard,  Flood  and  Comprehensive   General
Liability Insurance Policies.  (a) For all REO Property,  the applicable Special
Servicer shall use reasonable  efforts,  consistent with the Servicing Standard,
to maintain with a Qualified  Insurer a Standard Hazard  Insurance  Policy which
does not provide for  reduction  due to  depreciation  in an amount which is not
less than the full  replacement cost of the improvements of such REO Property or
in an amount not less than the unpaid Principal Balance plus all unpaid interest
and the cumulative  amount of Servicing  Advances  (plus Advance  Interest) made
with respect to such Mortgage Loan,  whichever is less, but, in any event, in an
amount  sufficient to avoid the application of any co-insurance  clause.  If the
improvements to the Mortgaged  Property are in an area identified in the Federal
Register by the Federal  Emergency  Management  Agency as having  special  flood
hazards  (and such flood  insurance  has been made  available),  the  applicable
Special   Servicer  shall  maintain  a  flood   insurance   policy  meeting  the
requirements of the current  guidelines of the Federal Insurance  Administration
in an amount  representing  coverage equal to the lesser of the then outstanding
Principal  Balance of the Specially  Serviced  Mortgage Loan and unpaid Advances
(plus Advance Interest) and the maximum  insurance  coverage required under such
current  guidelines.  It is understood  and agreed that the  applicable  Special
Servicer has no obligation to obtain earthquake or other additional insurance on
REO Property,  except as required by law and,  nevertheless,  at its sole option
and at the Trust's  expense,  it (if required at origination and is available at
commercially  reasonable  rates)  may  obtain  such  earthquake  insurance.  The
applicable  Special Servicer shall use its reasonable  efforts,  consistent with
the Servicing  Standard,  to obtain a comprehensive  general liability insurance
policy for all REO  Properties.  The applicable  Special  Servicer shall, to the
extent available at commercially reasonable rates (as determined by such Special
Servicer in accordance with the Servicing Standard) and to the extent consistent
with the Servicing Standard,  use its reasonable efforts to maintain a Rent Loss
Policy  covering  revenues  for  a  period  of  at  least  twelve  months  and a
comprehensive  general  liability  policy with  coverage  comparable  to prudent
lending  requirements in an amount not less than $1,000,000 per occurrence.  All
applicable policies required to be maintained by the applicable Special Servicer
pursuant  to this  Section  9.9(a)  shall name the  Trustee as loss payee and be
endorsed with a standard  mortgagee clause. The costs of such insurance shall be
paid by the  applicable  Master  Servicer  as a  Servicing  Advance  pursuant to
Section 4.2, subject to the provisions of Section 4.4 hereof.

            (b) Any amounts  collected by the applicable  Special Servicer under
any  insurance  policies  maintained  pursuant  to this  Section 9.9 (other than
amounts to be applied to the restoration or repair of the REO Property) shall be
deposited into the applicable REO Account.  Any cost incurred in maintaining the
insurance  required  hereby for any REO Property  shall be a Servicing  Advance,
subject to the provisions of Section 4.4 hereof.

            (c) Notwithstanding the above, the applicable Special Servicer shall
not be required in any event to maintain  or obtain  insurance  coverage  beyond
what is reasonably  available at a cost  customarily  acceptable  and consistent
with the Servicing  Standard.  The applicable  Special Servicer shall notify the
Trustee of any such determination.

            The applicable Special Servicer shall conclusively be deemed to have
satisfied  its  obligations  as set forth in this  Section 9.9 either (i) if the
applicable  Special  Servicer  shall  have  obtained  and  maintained  a blanket
insurance  policy  insuring  against  hazard losses on all of the applicable REO
Property  serviced  by it, it being  understood  and agreed that such policy may
contain  a  deductible  clause  on  terms  substantially   equivalent  to  those
commercially  available and maintained by comparable  servicers  consistent with
the Servicing  Standard,  and provided that such policy is issued by a Qualified
Insurer with a minimum  claims paying ability rating of at least "A-" by S&P and
"A2" by Moody's or  otherwise  approved  by the Rating  Agencies  or (ii) if the
applicable Special Servicer self-insures for its obligations,  provided that the
rating of such Person's  long-term debt is not less than "A-" by S&P and "A2" by
Moody's.  In the event that the applicable  Special Servicer shall cause any REO
Property to be covered by such a blanket insurance policy,  the incremental cost
of such insurance  allocable to such REO Property (i.e.,  other than any minimum
or standby  premium  payable for such policy whether or not any Mortgage Loan is
then covered thereby),  shall be paid by the applicable Special Servicer, at its
option, or by the applicable Master Servicer, as a Servicing Advance, subject to
the  provisions  of Section 4.4 hereof.  If such  policy  contains a  deductible
clause,  the applicable  Special  Servicer  shall,  if there shall not have been
maintained  on the  related  Mortgaged  Property  a policy  complying  with this
Section  9.9 and there  shall have been a loss that  would have been  covered by
such  policy,  deposit  in the  applicable  Certificate  Account  the amount not
otherwise  payable  under such master force placed or blanket  insurance  policy
because of such deductible clause to the extent that such deductible exceeds (i)
the deductible under the related Mortgage Loan or (ii) if there is no deductible
limitation  required under the Mortgage Loan, the deductible amount with respect
to insurance policies  generally  available on properties similar to the related
Mortgaged Property which is consistent with the Servicing Standard,  and deliver
to the Trustee an  Officer's  Certificate  describing  the  calculation  of such
amount.  In connection with its activities as administrator  and servicer of the
Mortgage Loans, the applicable Special Servicer agrees to present, on its behalf
and on behalf of the  Trustee,  claims  under any such  master  force  placed or
blanket insurance policy.

            Section 9.10  Presentment of Claims and Collection of Proceeds.  The
applicable Special Servicer will prepare and present or cause to be prepared and
presented on behalf of the Trustee all claims under the Insurance  Policies with
respect to REO  Property,  and take such  actions  (including  the  negotiation,
settlement,  compromise  or  enforcement  of the  insured's  claim)  as shall be
necessary  to  recover  under  such  policies.  Any  proceeds  disbursed  to the
applicable  Special  Servicer  in respect  of such  policies  shall be  promptly
remitted to the applicable  Certificate  Account,  upon receipt,  except for any
amounts  realized  that are to be applied to the  repair or  restoration  of the
applicable  REO  Property  in  accordance  with  the  Servicing  Standard.   Any
extraordinary  expenses (but not ordinary and routine or  anticipated  expenses)
incurred by the applicable  Special Servicer in fulfilling its obligations under
this Section 9.10 shall be paid by the Trust.

            Section  9.11  Compensation  to  the  Special   Servicers.   (a)  As
compensation  for its  activities  hereunder,  the  Special  Servicers  shall be
entitled to (i) the Special  Servicing Fee, (ii) the  Liquidation  Fee and (iii)
the Work-Out Fee.  Such amounts,  if any,  collected by the  applicable  Special
Servicer  from the related  Mortgagor  shall be  transferred  by the  applicable
Special  Servicer to the applicable  Master  Servicer within one Business Day of
receipt  thereof,  and  deposited  by such  Master  Servicer  in the  applicable
Certificate  Account.  The  applicable  Special  Servicer  shall be  entitled to
receive a Liquidation  Fee from the proceeds  received in connection with a full
or partial  liquidation (net of related costs and expenses of such  liquidation)
of a Specially  Serviced Mortgage Loan or REO Property (whether arising pursuant
to a sale,  condemnation  or otherwise).  With respect to each REO Mortgage Loan
that  is a  successor  to a  Mortgage  Loan  secured  by two or  more  Mortgaged
Properties,  the reference to "REO Property" in the preceding  sentence shall be
construed on a  property-by-property  basis to refer  separately to the acquired
real property that is a successor to each of such Mortgaged Properties,  thereby
entitling  the  applicable  Special  Servicer  to a  Liquidation  Fee  from  the
Liquidation  Proceeds  received in connection  with a final  disposition of, and
Condemnation  Proceeds  received in connection with, each such acquired property
as the Liquidation Proceeds related to that property are received.

            (b) The applicable  Special  Servicer shall be entitled to cause the
applicable  Master  Servicer to  withdraw  (i) from the  applicable  Certificate
Account, the Special Servicer  Compensation in respect of each Mortgage Loan and
(ii) from the San Tomas Custodial Account, the Special Servicer  Compensation to
the extent  related  solely to the San Tomas B Note,  in the time and manner set
forth in Section 5.2 of this Agreement. The applicable Special Servicer shall be
required to pay all expenses  incurred by it in  connection  with its  servicing
activities hereunder and shall not be entitled to reimbursement  therefor except
as expressly provided in this Agreement.

            (c)  Additional  Special  Servicer  Compensation  in the form of net
interest  or  income  on any  REO  Account,  assumption  fees,  extension  fees,
servicing  fees,  Modification  Fees,  forbearance  fees,  Late Fees and default
interest  (net of  amounts  used to pay  Advance  Interest)  or other  usual and
customary  charges and fees  actually  received from the Mortgagor in connection
with any Specially  Serviced  Mortgage Loan shall be retained by the  applicable
Special  Servicer,  to the extent not required to be deposited in the applicable
Certificate Account pursuant to the terms of this Agreement (other than any such
fees payable in  connection  with the One Seaport  Plaza Pari Passu  Loan).  The
applicable  Special  Servicer  shall also be  permitted  to  receive  50% of all
assumption  fees collected with respect to Mortgage Loans that are not Specially
Serviced  Mortgage  Loans as  provided in Section  8.7(a)  only with  respect to
Mortgage  Loans  other  than UCL Loans  and  Nationwide  Loans,  and 100% of all
assumption  fees  collected  with respect to Mortgage  Loans that are  Specially
Serviced  Mortgage Loans as provided in Section 9.5(a) (other than any such fees
payable in connection with the One Seaport Plaza Pari Passu Loan). To the extent
any  component of  applicable  Special  Servicer  Compensation  is in respect of
amounts usually and customarily paid by Mortgagors,  such Special Servicer shall
use  reasonable  good faith  efforts to collect  such  amounts  from the related
Mortgagor,  and to the extent so  collected,  in full or in part,  such  Special
Servicer  shall not be entitled  to  compensation  for the portion so  collected
therefor hereunder out of the Trust.

            Section 9.12  Realization  Upon Defaulted  Mortgage  Loans.  (a) The
applicable  Special  Servicer,  in accordance  with the  Servicing  Standard and
subject to Section 9.4(a) and Section 9.36, shall use its reasonable  efforts to
foreclose  upon,  repossess or  otherwise  comparably  convert the  ownership of
Mortgaged  Properties  securing such of the Specially Serviced Mortgage Loans as
come into and continue in default and as to which no  satisfactory  arrangements
can be made for  collection of delinquent  payments of such Mortgage  Loan,  the
sale of such Mortgage Loan in accordance with this Agreement or the modification
of such Mortgage Loan in accordance with this Agreement. In connection with such
foreclosure or other  conversion of ownership,  the applicable  Special Servicer
shall follow the Servicing Standard.

            (b) The applicable  Special  Servicer shall not acquire any personal
property relating to any Specially Serviced Mortgage Loan pursuant hereto unless
either:

            (i) such personal  property is  incidental to real property  (within
      the  meaning  of  Section  856(e)(1)  of  the  Code)  so  acquired  by the
      applicable Special Servicer; or

            (ii)  the  applicable   Special   Servicer  shall  have  received  a
      Nondisqualification  Opinion (the cost of which shall be reimbursed by the
      Trust) to the effect  that the  holding of such  personal  property by any
      REMIC Pool will not cause the imposition of a tax on such REMIC Pool under
      the Code or cause such REMIC Pool to fail to qualify as a REMIC.

            (c) Notwithstanding  anything to the contrary in this Agreement, the
applicable Special Servicer shall not, on behalf of the Trust, obtain title to a
Mortgaged  Property as a result of or in lieu of foreclosure  or otherwise,  and
shall not otherwise acquire possession of, or take any other action with respect
to, any Mortgaged  Property,  if, as a result of any such action the Trust would
be considered to hold title to, to be a  "mortgagee-in-possession"  of, or to be
an  "owner" or  "operator"  of such  Mortgaged  Property  within the  meaning of
CERCLA,  or  any  applicable  comparable  federal,  state  or  local  law,  or a
"discharger" or "responsible party" thereunder, unless such Special Servicer has
also previously determined in accordance with the Servicing Standard, based on a
Phase I  Environmental  Report  prepared  by a Person (who may be an employee or
affiliate  of the  applicable  Master  Servicer or such  Special  Servicer)  who
regularly  conducts  environmental  site  assessments  in  accordance  with  the
standards  of FNMA in the case of  multi-family  mortgage  loans  and  customary
servicing   practices  in  the  case  of  commercial  loans  for   environmental
assessments, which report shall be delivered to the Trustee, that:

            (i)  such  Mortgaged  Property  is  in  compliance  with  applicable
      Environmental  Laws or, if not, after  consultation  with an environmental
      expert that taking such actions as are  necessary  to bring the  Mortgaged
      Property in compliance therewith is reasonably likely to produce a greater
      recovery on a net present value basis than not taking such actions;

            (ii) taking such  actions as are  necessary  to bring the  Mortgaged
      Property in compliance  with applicable  Environmental  Laws is reasonably
      likely to produce a greater  recovery  on a net  present  value basis than
      pursuing a claim under the Environmental Insurance Policy; and

            (iii) there are no circumstances or conditions present or threatened
      at such Mortgaged  Property relating to the use,  management,  disposal or
      release  of  any  hazardous  substances,  hazardous  materials,  hazardous
      wastes, or  petroleum-based  materials for which  investigation,  testing,
      monitoring,  removal,  clean-up or remediation could be required under any
      federal, state or local law or regulation,  or that, if any such materials
      are present for which such action  could be required,  after  consultation
      with an  environmental  expert  taking such  actions  with  respect to the
      affected  Mortgaged  Property  is  reasonably  likely to produce a greater
      recovery on a net present value basis than not taking such actions  (after
      taking  into  account  the  projected  costs of such  actions);  provided,
      however, that such compliance pursuant to clause (i) and (ii) above or the
      taking of such action pursuant to this clause (iii) shall only be required
      to the  extent  that  the  cost  thereof  is a  Servicing  Advance  of the
      applicable  Master  Servicer  pursuant to this  Agreement,  subject to the
      provisions of Section 4.4 hereof.

            (d) The cost of the Phase I  Environmental  Report  contemplated  by
Section  9.12(c) may be treated as a  Liquidation  Expense,  or in the event the
related Specially  Serviced Mortgage Loan is not liquidated and a Final Recovery
Determination  has been made with respect to such  Specially  Serviced  Mortgage
Loan,  the  applicable  Master  Servicer  shall  treat such cost as a  Servicing
Advance  subject to the provisions of Section 4.4 hereof;  provided that, in the
latter  event,  the  applicable  Special  Servicer  shall  use  its  good  faith
reasonable  business  efforts  to  recover  such  cost  from  the  Mortgagor  in
connection with the curing of the default under the Specially  Serviced Mortgage
Loan.

            (e) If the  applicable  Special  Servicer  determines,  pursuant  to
Section  9.12(c),  that  taking  such  actions  as are  necessary  to bring  any
Mortgaged Property into compliance with applicable Environmental Laws, or taking
such actions with respect to the containment,  removal,  clean-up or remediation
of   hazardous   substances,   hazardous   materials,   hazardous   wastes,   or
petroleum-based   materials  affecting  any  such  Mortgaged  Property,  is  not
reasonably  likely to produce a greater  recovery on a net  present  value basis
than not taking such actions  (after taking into account the projected  costs of
such  actions) or than not  pursuing a claim under the  Environmental  Insurance
Policy,  then such Special  Servicer shall take such action as it deems to be in
the best  economic  interest of the Trust  (and/or the holder of the San Tomas B
Note  with  respect  to  the  San  Tomas  Mortgage  Loan),  including,   without
limitation,  releasing  the  lien of the  related  Mortgage.  If the  applicable
Special Servicer determines that a material  possibility exists that Liquidation
Expenses  with  respect to Mortgaged  Property  (taking into account the cost of
bringing it into compliance with applicable Environmental Laws) would exceed the
Principal  Balance of the related Mortgage Loan, such Special Servicer shall not
attempt to bring such Mortgaged  Property into  compliance and shall not acquire
title to such Mortgaged  Property  unless it has received the written consent of
the Trustee to such action.

            Notwithstanding any provision of this Agreement to the contrary, the
applicable  Special  Servicer  shall not foreclose on any Mortgaged  Property in
anticipation  of  pursuing a claim  under the  related  Environmental  Insurance
Policy,  unless the applicable  Special  Servicer shall have first reviewed such
Environmental Insurance Policy.

            (f)  The  applicable  Special  Servicer  shall  have  the  right  to
determine,  in  accordance  with the Servicing  Standard,  the  advisability  of
maintaining  any action with respect to any Specially  Serviced  Mortgage  Loan,
including,  without limitation,  any action to obtain a deficiency judgment with
respect to any Specially Serviced Mortgage Loan.

            Section  9.13  Foreclosure.  In the event  that the  Trust  obtains,
through foreclosure on a Mortgage or otherwise,  the right to receive title to a
Mortgaged Property,  the applicable Special Servicer, as its agent, shall direct
the appropriate party to deliver title to the REO Property to the Trustee or its
nominee.

            The  applicable   Special  Servicer  may  consult  with  counsel  to
determine  when an  Acquisition  Date  shall be deemed to occur  under the REMIC
Provisions  with  respect  to  the  Mortgaged  Property,  the  expense  of  such
consultation  being treated as a Servicing  Advance related to the  foreclosure,
subject  to the  provisions  of  Section  4.4  hereof.  The  applicable  Special
Servicer, on behalf of the Trust (and/or the holder of the San Tomas B Note with
respect  to  the  San  Tomas  Mortgage  Loan),   shall  sell  the  REO  Property
expeditiously,  but in any event  within  the time  period,  and  subject to the
conditions,  set forth in Section 9.15.  Subject to Section 9.15, the applicable
Special  Servicer shall manage,  conserve,  protect and operate the REO Property
for the holders of  beneficial  interests in the Trust (and/or the holder of the
San Tomas B Note with  respect to the San Tomas  Mortgage  Loan)  solely for the
purpose of its prompt disposition and sale.

            Section 9.14  Operation of REO Property.  (a) Each Special  Servicer
shall segregate and hold all funds collected and received in connection with the
operation of each REO Property separate and apart from its own funds and general
assets and shall establish and maintain with respect to each REO Property one or
more  accounts held in trust for the benefit of the  Certificateholders  (and/or
the holder of the San Tomas B Note with respect to the San Tomas  Mortgage Loan)
in the name of "LaSalle Bank National Association, as Trustee for the Holders of
Morgan Stanley Dean Witter Capital I Inc.  Commercial  Mortgage  Securities Inc.
Commercial  Mortgage  Pass-Through  Certificates Series 2002-IQ3" (each, an "REO
Account"),  which shall be an Eligible Account. Amounts in any REO Account shall
be invested in Eligible  Investments.  The Special  Servicers  shall deposit all
funds  received with respect to an REO Property in the  applicable  REO Accounts
within two days of receipt.  The Special Servicers shall account  separately for
funds received or expended with respect to each REO Property.  All funds in each
REO Account may be invested only in Eligible Investments.  The Special Servicers
shall notify the Trustee and the  applicable  Master  Servicer in writing of the
location  and account  number of each REO  Account and shall  notify the Trustee
prior to any subsequent change thereof.

            (b)  On  or  before  each  Special  Servicer  Remittance  Date,  the
applicable  Special  Servicer shall withdraw from the applicable REO Account and
deposit  in the  applicable  Certificate  Account,  the REO Income  received  or
collected  during the  Collection  Period  immediately  preceding  such  Special
Servicer  Remittance  Date on or with respect to the related REO  Properties and
reinvestment income thereon; provided,  however, that (i) the applicable Special
Servicer  may  retain in such REO  Account  such  portion of such  proceeds  and
collections as may be necessary to maintain in such REO Account sufficient funds
for  the  proper  operation,  management  and  maintenance  of the  related  REO
Property, including, without limitation, the creation of reasonable reserves for
repairs,  replacements,  and necessary  capital  improvements  and other related
expenses.  The applicable  Special  Servicer shall notify the applicable  Master
Servicer of all such  deposits  (and the REO  Properties  to which the  deposits
relate) made into the  applicable  Certificate  Account and (ii) the  applicable
Special  Servicer  shall be entitled to withdraw from the applicable REO Account
and pay itself as additional special servicing  compensation any interest or net
reinvestment income earned on funds deposited in the applicable REO Account. The
amount of any losses  incurred in respect of any such  investments  shall be for
the account of the applicable Special Servicer which shall deposit the amount of
such loss (to the  extent not offset by income  from other  investments)  in the
applicable REO Account,  out of its own funds  immediately  as realized.  If the
applicable  Special Servicer deposits in any REO Account any amount not required
to be deposited  therein,  it may at any time withdraw such amount from such REO
Account, any provision herein to the contrary notwithstanding.

            (c) If the Trust  acquires the Mortgaged  Property,  the  applicable
Special Servicer shall have full power and authority,  in consultation  with the
Operating Adviser, and subject to the specific  requirements and prohibitions of
this Agreement and any applicable  consultation  rights of the holder of the San
Tomas B Note, if applicable, to do any and all things in connection therewith as
are consistent with the Servicing Standard, subject to the REMIC Provisions, and
in such  manner  as the  applicable  Special  Servicer  deems  to be in the best
interest of the Trust (and/or the holder of the San Tomas B Note with respect to
the San Tomas Mortgage Loan), and,  consistent  therewith,  may advance from its
own funds to pay for the following  items (which  amounts shall be reimbursed by
the  applicable  Master  Servicer  or  the  Trust  subject  to  Sections  4.4 in
accordance with Section 4.6(e)),  to the extent such amounts cannot be paid from
REO Income:

            (i) all  insurance  premiums  due and payable in respect of such REO
      Property;

            (ii) all real estate  taxes and  assessments  in respect of such REO
      Property  that could result or have  resulted in the  imposition of a lien
      thereon; and

            (iii) all costs and expenses necessary to maintain,  operate,  lease
      and sell such REO Property (other than capital expenditures).

            (d) The applicable Special Servicer may, and to the extent necessary
to (i) preserve the status of the REO Property as  "foreclosure  property" under
the REMIC  Provisions  or (ii) avoid the  imposition  of a tax on  "income  from
nonpermitted assets" within the meaning of the REMIC Provisions,  shall contract
with any  Independent  Contractor  for the operation  and  management of the REO
Property, provided that:

            (i) the  terms  and  conditions  of any such  contract  shall not be
      inconsistent herewith;

            (ii)  the  terms  of such  contract  shall  be  consistent  with the
      provisions  of Section 856 of the Code and  Treasury  Regulations  Section
      1.856-4(b)(5);

            (iii)  only to the  extent  consistent  with  (ii)  above,  any such
      contract  shall require,  or shall be  administered  to require,  that the
      Independent  Contractor  (A)  pay  all  costs  and  expenses  incurred  in
      connection  with the operation and management of such  Mortgaged  Property
      underlying  the REO  Property and (B) deposit on a daily basis all amounts
      payable to the Trust in accordance with the contract between the Trust and
      the Independent Contractor in an Eligible Account;

            (iv) none of the  provisions  of this Section  9.14  relating to any
      such contract or to actions taken through any such Independent  Contractor
      shall be deemed to relieve the applicable  Special  Servicer of any of its
      duties and  obligations  to the Trustee with respect to the  operation and
      management of any such REO Property;

            (v) if the Independent  Contractor is an Affiliate of the applicable
      Special   Servicer,   the   consent  of  the   Operating   Adviser  and  a
      Nondisqualification Opinion must be obtained; and

            (vi) the applicable Special Servicer shall be obligated with respect
      thereto to the same extent as if it alone were  performing  all duties and
      obligations  in connection  with the operation and  management of such REO
      Property.

            The applicable  Special Servicer shall be entitled to enter into any
agreement  with any  Independent  Contractor  performing  services for the Trust
(and/or  the  holder  of the San  Tomas B Note  with  respect  to the San  Tomas
Mortgage  Loan)  pursuant to this  subsection  (d) for  indemnification  of such
Special Servicer by such Independent  Contractor,  and nothing in this Agreement
shall be  deemed  to  limit  or  modify  such  indemnification.  All fees of the
Independent  Contractor (other than fees paid for performing services within the
ordinary  duties  of a  Special  Servicer  which  shall be paid by such  Special
Servicer)  shall be paid from the income  derived from the REO Property.  To the
extent that the income from the REO Property is insufficient, such fees shall be
advanced by the applicable  Master Servicer as a Servicing  Advance,  subject to
the provisions of Section 4.4 and Section 4.6(e) hereof.

            (e)  Notwithstanding  any other  provision  of this  Agreement,  the
Special  Servicers shall not rent,  lease, or otherwise earn income on behalf of
the Trust or the  beneficial  owners  thereof with respect to REO Property which
might cause the REO Property to fail to qualify as "foreclosure property" within
the meaning of Section  860G(a)(8)  of the Code  (without  giving  effect to the
final  sentence  thereof)  or result in the  receipt by any REMIC of any "income
from nonpermitted  assets" within the meaning of Section  860F(a)(2) of the Code
or any "net income from foreclosure  property" which is subject to tax under the
REMIC Provisions unless (i) the Trustee and the applicable Special Servicer have
received an Opinion of Counsel (at the Trust's sole expense) to the effect that,
under the REMIC  Provisions and any relevant  proposed  legislation,  any income
generated for REMIC I by the REO Property  would not result in the imposition of
a tax upon  REMIC I or (ii) in  accordance  with  the  Servicing  Standard,  the
applicable  Special  Servicer  determines the income or earnings with respect to
such REO  Property  will offset any tax under the REMIC  Provisions  relating to
such income or earnings and will maximize the net recovery from the REO Property
to the  Certificateholders.  The  applicable  Special  Servicer shall notify the
Trustee,  the Paying Agent and the applicable Master Servicer of any election by
it to incur such tax, and such  Special  Servicer (i) shall hold in escrow in an
Eligible  Account  an amount  equal to the tax  payable  thereby  from  revenues
collected from the related REO Property,  (ii) provide the Paying Agent with all
information for the Paying Agent to file the necessary tax returns in connection
therewith and (iii) upon request from the Paying Agent, pay from such account to
the Paying Agent the amount of the  applicable  tax. The Paying Agent shall file
the applicable tax returns based on the  information  supplied by the applicable
Special  Servicer and pay the applicable tax from the amounts  collected by such
Special Servicer.

            Subject to, and without  limiting the  generality of the  foregoing,
the applicable Special Servicer, on behalf of the Trust, shall not:

            (i)  permit the Trust to enter  into,  renew or extend any New Lease
      with respect to the REO Property,  if the New Lease by its terms will give
      rise to any income that does not constitute Rents from Real Property;

            (ii) permit any amount to be received or accrued under any New Lease
      other than amounts that will constitute Rents from Real Property;

            (iii)  authorize  or permit any  construction  on the REO  Property,
      other than the completion of a building or other improvement  thereon, and
      then only if more than ten percent of the construction of such building or
      other improvement was completed before default on the Mortgage Loan became
      imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or

            (iv) Directly Operate, other than through an Independent Contractor,
      or allow any other  Person to  Directly  Operate,  other  than  through an
      Independent  Contractor,  the REO  Property  on any date more than 90 days
      after the  Acquisition  Date;  unless,  in any such case,  the  applicable
      Special  Servicer has  requested and received an Opinion of Counsel at the
      Trust's  sole  expense to the effect  that such action will not cause such
      REO  Property  to fail to qualify  as  "foreclosure  property"  within the
      meaning of Section  860G(a)(8) of the Code  (without  giving effect to the
      final  sentence  thereof)  at any time  that it is held by the  applicable
      REMIC Pool, in which case the  applicable  Special  Servicer may take such
      actions as are specified in such Opinion of Counsel.

            Section  9.15 Sale of REO  Property.  (a) In the event that title to
any REO Property is acquired by the Trust in respect of any  Specially  Serviced
Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the
Trustee or to its nominees. The applicable Special Servicer, after notice to the
Operating  Adviser,  shall  use its  reasonable  best  efforts  to sell  any REO
Property as soon as  practicable  consistent  with the  objective of  maximizing
proceeds for all  Certificateholders,  but in no event later than the end of the
third calendar year following the end of the year of its acquisition, and in any
event prior to the Final Rated  Distribution  Date,  unless (i) the Trustee,  on
behalf of the  applicable  REMIC Pool, has been granted an extension of time (an
"Extension") (which extension shall be applied for at least 60 days prior to the
expiration of the period  specified  above) by the Internal  Revenue  Service to
sell such REO  Property (a copy of which shall be  delivered to the Paying Agent
upon request),  in which case the applicable  Special Servicer shall continue to
attempt  to sell the REO  Property  for its fair  market  value for such  period
longer than the period  specified  above as such  Extension  permits or (ii) the
applicable Special Servicer seeks and subsequently  receives,  at the expense of
the Trust,  a  Nondisqualification  Opinion,  addressed  to the Trustee and such
Special  Servicer,  to the  effect  that the  holding  by the  Trust of such REO
Property subsequent to the period specified above after its acquisition will not
result in the imposition of taxes on "prohibited  transactions"  of a REMIC,  as
defined in Section  860F(a)(2)  of the Code,  or cause any REMIC Pool to fail to
qualify as a REMIC at any time that any  Certificates  are  outstanding.  If the
Trustee  has not  received  an  Extension  or such  Opinion of  Counsel  and the
applicable  Special  Servicer is not able to sell such REO  Property  within the
period  specified  above, or if an Extension has been granted and the applicable
Special  Servicer is unable to sell such REO Property  within the extended  time
period,  the applicable  Special  Servicer shall,  after  consultation  with the
Operating Adviser, before the end of such period or extended period, as the case
may be,  auction  the REO  Property  to the  highest  bidder  (which  may be the
applicable  Special  Servicer)  in  accordance  with  the  Servicing   Standard;
provided,  however,  that  if an  Interested  Person  intends  to bid on the REO
Property,  (i) the applicable Special Servicer (or, if such Interested Person is
the  applicable  Special  Servicer or an  affiliate  of the  applicable  Special
Servicer,  the Trustee) shall promptly  obtain,  at the expense of the Trust, an
Appraisal of such REO Property (or  internal  valuation in  accordance  with the
procedures  specified in Section 6.9) and (ii) the  Interested  Person shall not
bid less than the fair market value set forth in such  Appraisal.  The Depositor
may not  purchase  REO  Property at a price in excess of the fair  market  value
thereof.

            Notwithstanding  the  foregoing,   no  Interested  Person  shall  be
permitted  to purchase  the REO Property at a price less than an amount equal to
the fair value of the REO  Property,  as determined  by the  applicable  Special
Servicer (or, if such Interested Person is the applicable Special Servicer or an
affiliate  of the  applicable  Special  Servicer,  the  Trustee).  Prior  to the
applicable Special Servicer's or Trustee's, as applicable, determination of fair
value referred to above, the fair value of an REO Property shall be deemed to be
an amount  equal to the  Purchase  Price.  The  applicable  Special  Servicer or
Trustee,  as  applicable,  shall  determine the fair value of an REO Property as
soon as reasonably  practical  after receipt of notice of an Interested  Party's
desire to purchase such REO Property,  and such Special Servicer or Trustee,  as
applicable,  shall promptly  notify such Interested  Party (and the Trustee,  if
applicable) of the fair value. The applicable  Special  Servicer or Trustee,  as
applicable,  is required to  recalculate  the fair value of the REO  Property if
there has been a material  change in  circumstances  or the  applicable  Special
Servicer or Trustee, as applicable,  has received new information (including the
receipt of a third party bid to purchase the REO Property),  either of which has
a material  effect on the fair value,  provided  that such  Special  Servicer or
Trustee,  as applicable,  shall be required to recalculate the fair value of the
REO  Property  if the time  between the date of last  determination  of the fair
value of the REO  Property  and the date of the  purchase of the REO Property by
such  Interested  Party  has  exceeded  60  days.  Upon any  recalculation,  the
applicable  Special  Servicer or Trustee,  as  applicable,  shall be required to
promptly  notify  in  writing  such  Interested  Party  (and  the  Trustee,   if
applicable) of the revised fair value. In determining fair value, the applicable
Special Servicer or Trustee, as applicable, shall take into account, among other
factors,  the  results  of any  appraisal  or updated  appraisal  that it or the
applicable  Master  Servicer may have obtained in accordance with this Agreement
within the prior twelve months; the physical condition of the REO Property;  the
state of the local  economy;  any other bids  received  with  respect to the REO
Property;  and the Trust's  obligation to dispose of any REO Property as soon as
practicable  consistent  with  the  objective  of  maximizing  proceeds  for all
Certificateholders,  but in no event later than the  three-year  period (or such
extended  period)  specified in this Section 9.15. In performing its obligations
under  this  Section  9.15(a),  the  Trustee  may,  at the  expense of the party
desiring to purchase  the REO  Property,  engage an appraiser or other expert in
real estate  matters to determine the fair value of an REO Property and may rely
conclusively upon such Person's  determination,  which  determination shall take
into account the factors set forth in the preceding sentence.

            (b) Within 30 days of the sale of the REO Property,  the  applicable
Special  Servicer  shall  provide  to the  Trustee,  the  Paying  Agent  and the
applicable  Master Servicer (and the holder of the San Tomas B Note with respect
to the San Tomas Mortgage Loan) a statement of accounting for such REO Property,
including  without  limitation,  (i) the Acquisition  Date for the REO Property,
(ii) the date of  disposition  of the REO  Property,  (iii)  the sale  price and
related selling and other expenses,  (iv) accrued interest  (including  interest
deemed to have accrued) on the Specially Serviced Mortgage Loan to which the REO
Property related,  calculated from the Acquisition Date to the disposition date,
(v) final property operating statements,  and (vi) such other information as the
Trustee or the Paying Agent (and the holder of the San Tomas B Note with respect
to the San Tomas Mortgage Loan) may reasonably request in writing.

            (c) The Liquidation  Proceeds from the final  disposition of the REO
Property  shall be deposited in the  applicable  Certificate  Account within one
Business Day of receipt.

            Section 9.16 Realization on Collateral Security.  In connection with
the  enforcement  of the  rights  of the  Trust  to any  property  securing  any
Specially Serviced Mortgage Loan other than the related Mortgaged Property,  the
applicable  Special Servicer shall consult with counsel to determine how best to
enforce such rights in a manner  consistent with the REMIC  Provisions and shall
not, based on a Nondisqualification  Opinion addressed to the applicable Special
Servicer  and the  Trustee  (the cost of which shall be an expense of the Trust)
take any action that could result in the failure of any REMIC Pool to qualify as
a REMIC  while any  Certificates  are  outstanding,  unless such action has been
approved by a vote of 100% of each Class of  Certificateholders  (including  the
Class R-I, Class R-II and Class R-III Certificateholders).

            Section 9.17      Reserved.

            Section 9.18 Annual  Officer's  Certificate as to  Compliance.  Each
Special  Servicer  shall  deliver to the Paying Agent on or before noon (Eastern
Time) on March 20 of each calendar year,  commencing in March 2004, an Officer's
Certificate  stating,  as to  the  signer  thereof,  that  (A) a  review  of the
activities  of such  Special  Servicer  during the  preceding  calendar  year or
portion  thereof and of the  performance  of such  Special  Servicer  under this
Agreement has been made under such officer's  supervision and (B) to the best of
such  officer's  knowledge,  based on such  review,  such  Special  Servicer has
fulfilled  all its  obligations  under this  Agreement in all material  respects
throughout  such year, or, if there has been a default in the fulfillment of any
such  obligation,  specifying  each such  default  known to such officer and the
nature and status  thereof.  The  Paying  Agent  shall  deliver  such  Officer's
Certificate to the applicable Master Servicer,  the Depositor and the Trustee by
April 7 of each calendar  year.  Such Special  Servicer  shall forward a copy of
each such statement to the Rating Agencies.

            Section 9.19 Annual Independent Accountants' Servicing Report. On or
before noon (Eastern  Time) on March 20 of each calendar  year,  beginning  with
March  2004,  each  Special  Servicer at its  expense  shall cause a  nationally
recognized  firm of Independent  public  accountants  (who may also render other
services to such  Special  Servicers,  as  applicable)  to furnish to the Paying
Agent (in  electronic  format) a statement  to the effect that (a) such firm has
examined certain documents and records relating to the servicing of the Mortgage
Loans under this  Agreement or the  servicing of mortgage  loans  similar to the
Mortgage Loans under substantially similar agreements for the preceding calendar
year and (b) the  assertion  by  management  of such Special  Servicer,  that it
maintained  an  effective  internal  control  system over the  servicing of such
mortgage loans is fairly stated in all material respects, based upon established
criteria, which statement meets the standards applicable to accountant's reports
intended for general  distribution;  provided that each of the applicable Master
Servicer and the applicable  Special Servicer shall not be required to cause the
delivery  of such  statement  until April 15 in any given year so long as it has
received written  confirmation  from the Depositor that a Report on Form 10-K is
not  required  to be filed in  respect of the Trust for the  preceding  calendar
year. Each Special Servicer shall deliver such statement to the Depositor,  each
Rating Agency,  the Trustee and, upon request,  the Operating Adviser by April 7
of each  calendar  year or by April 30 of each calendar year if the statement is
not delivered until April 15.

            Section  9.20  Merger or  Consolidation.  Any  Person  into  which a
Special Servicer may be merged or consolidated, or any Person resulting from any
merger, conversion,  other change in form or consolidation to which such Special
Servicer  shall be a party,  or any Person  succeeding  to the  business of such
Special  Servicer,  shall be the successor of such Special  Servicer  hereunder,
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto;  provided,  however, that each of the Rating Agencies
provides a Rating Agency  Confirmation.  If the conditions to the proviso in the
foregoing  sentence  are  not  met,  the  Trustee  may  terminate  such  Special
Servicer's  servicing of the Specially  Serviced Mortgage Loans pursuant hereto,
such termination to be effected in the manner set forth in Section 9.31.

            Section  9.21  Resignation  of a  Special  Servicer.  (a)  Except as
otherwise  provided in this Section  9.21, a Special  Servicer  shall not resign
from the  obligations  and duties hereby imposed on it unless it determines that
such  Special  Servicer's  duties  hereunder  are no  longer  permissible  under
applicable law or are in material  conflict by reason of applicable law with any
other  activities  carried  on by it.  Any  such  determination  permitting  the
resignation of a Special Servicer shall be evidenced by an Opinion of Counsel to
such effect delivered to the applicable  Master Servicer,  the Operating Adviser
and the Trustee.  No such  resignation  shall become effective until a successor
servicer  designated  by the  Operating  Adviser and the Trustee  shall have (i)
satisfied the requirements that would apply pursuant to Section 9.20 hereof if a
merger of a Special Servicer had occurred,  (ii) assumed such Special Servicer's
responsibilities  and  obligations  under this Agreement and (iii) Rating Agency
Confirmation shall have been obtained. Notice of such resignation shall be given
promptly by the applicable  Special  Servicer to the applicable  Master Servicer
and the Trustee.

            (b) A Special  Servicer may resign from the  obligations  and duties
hereby imposed on it, upon reasonable notice to the Trustee, provided that (i) a
successor  Special Servicer is (x) available,  (y) reasonably  acceptable to the
Operating Adviser, the Depositor, and the Trustee, and (z) willing to assume the
obligations,  responsibilities  and  covenants to be performed  hereunder by the
applicable Special Servicer on substantially the same terms and conditions,  and
for not more than  equivalent  compensation  as that herein  provided,  (ii) the
successor  Special Servicer has assets of at least  $15,000,000 and (iii) Rating
Agency  Confirmation is obtained with respect to such resignation,  as evidenced
by a letter from each Rating Agency delivered to the Trustee.  Any costs of such
resignation  and of obtaining a replacement  Special  Servicer shall be borne by
the applicable Special Servicer and shall not be an expense of the Trust.

            (c) No such  resignation  under  paragraph  (b) above  shall  become
effective  unless  and until  such  successor  Special  Servicer  enters  into a
servicing   agreement   with  the   Trustee   assuming   the   obligations   and
responsibilities  of the  applicable  Special  Servicer  hereunder  in form  and
substance reasonably satisfactory to the Trustee.

            (d) Upon any resignation of a Special Servicer,  it shall retain the
right to receive any and all Work-Out Fees payable in respect of Mortgage  Loans
and the San  Tomas B Note for which it acted as  Special  Servicer  that  became
Rehabilitated Mortgage Loans during the period that it acted as Special Servicer
and that were still Rehabilitated Mortgage Loans at the time of such resignation
(and the successor Special Servicer shall not be entitled to any portion of such
Work-Out  Fees),  in each case until such time (if any) as such Mortgage Loan or
such San Tomas B Note again becomes a Specially Serviced Mortgage Loan or are no
longer included in the Trust.

            Section  9.22  Assignment  or  Delegation  of Duties by the  Special
Servicers.  Each Special Servicer shall have the right without the prior written
consent of the  Trustee to (A)  delegate or  subcontract  with or  authorize  or
appoint  anyone,  or  delegate  certain  duties to other  professionals  such as
attorneys and appraisers,  as an agent of such Special Servicer or Sub-Servicers
(as provided in Section  9.3) to perform and carry out any duties,  covenants or
obligations to be performed and carried out by such Special  Servicer  hereunder
or (B) assign and delegate all of its duties hereunder.  In the case of any such
assignment and delegation in accordance  with the  requirements of clause (A) of
this Section,  such Special  Servicer shall not be released from its obligations
under this  Agreement.  In the case of any such  assignment  and  delegation  in
accordance with the  requirements of clause (B) of this Section,  the applicable
Special  Servicer shall be released from its  obligations  under this Agreement,
except that such Special  Servicer shall remain liable for all  liabilities  and
obligations  incurred  by it as such  Special  Servicer  hereunder  prior to the
satisfaction of the following  conditions:  (i) such Special  Servicer gives the
Depositor,  the  applicable  Master  Servicer  and the  Trustee  notice  of such
assignment  and  delegation;  (ii) such  purchaser or transferee  accepting such
assignment and delegation executes and delivers to the Depositor and the Trustee
an agreement  accepting  such  assignment,  which contains an assumption by such
Person  of  the  rights,  powers,  duties,  responsibilities,   obligations  and
liabilities of such Special Servicer, with like effect as if originally named as
a party to this  Agreement;  (iii) the  purchaser  or  transferee  has assets in
excess of  $15,000,000;  (iv) such assignment and delegation is the subject of a
Rating Agency  Confirmation;  and (v) the Depositor  consents to such assignment
and delegation,  such consent not be unreasonably withheld.  Notwithstanding the
above, a Special  Servicer may appoint  Sub-Servicers in accordance with Section
9.3 hereof.

            Section 9.23  Limitation  on Liability of the Special  Servicers and
Others.   (a)   Neither  any  Special   Servicer   nor  any  of  the   partners,
representatives,  Affiliates,  members, managers, directors, officers, employees
or  agents  of such  Special  Servicer  shall  be  under  any  liability  to the
Certificateholders,  the holder of the San Tomas B Note or the  Trustee  for any
action  taken or for  refraining  from the taking of any action in good faith or
using  reasonable  business  judgment,  consistent with the Servicing  Standard;
provided that this  provision  shall not protect a Special  Servicer or any such
person against any breach of a  representation  or warranty  contained herein or
any liability which would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence in its  performance of duties  hereunder or by reason of
negligent  disregard of obligations and duties hereunder.  The Special Servicers
and any partner, representative,  Affiliate, member, manager, director, officer,
employee  or  agent  of the  Special  Servicers  may  rely in good  faith on any
document of any kind prima facie  properly  executed and submitted by any Person
(including,  without limitation,  the information and reports delivered by or at
the direction of the applicable Master Servicer or any partner,  representative,
Affiliate,  member,  manager,  director,  officer,  employee  or  agent  of  the
applicable Master Servicer) respecting any matters arising hereunder.  A Special
Servicer shall not be under any obligation to appear in, prosecute or defend any
legal  action  which is not  incidental  to its duties to service the  Specially
Serviced  Mortgage Loans in accordance with this  Agreement;  provided that such
Special  Servicer may in its sole discretion  undertake any such action which it
may reasonably  deem necessary or desirable in order to protect the interests of
the  Certificateholders,  the holder of the San Tomas B Note and the  Trustee in
the Specially  Serviced  Mortgage  Loans,  or shall undertake any such action if
instructed to do so by the Trustee.  In such event, all legal expenses and costs
of such action (other than those that are connected with the routine performance
by a Special  Servicer of its duties  hereunder)  shall be expenses and costs of
the Trust, and a Special Servicer shall be entitled to be reimbursed therefor as
provided by Section 5.2 hereof.  Notwithstanding  any term in this Agreement,  a
Special  Servicer  shall not be  relieved  from  liability  to, or  entitled  to
indemnification  from,  the Trust for any action taken by it at the direction of
the Operating Adviser which is in conflict with the Servicing Standard.

            (b) In addition,  a Special  Servicer  shall have no liability  with
respect to, and shall be entitled to conclusively rely on as to the truth of the
statements and the correctness of the opinions  expressed in any certificates or
opinions  furnished to such Special  Servicer and conforming to the requirements
of  this  Agreement.   Neither  of  the  Special  Servicers,  nor  any  partner,
representative,  Affiliate,  member,  manager,  director,  officer,  employee or
agent,  shall be personally  liable for any error of judgment made in good faith
by any  officer,  unless it shall be proved that such  Special  Servicer or such
officer was  negligent  in  ascertaining  the  pertinent  facts.  Neither of the
Special Servicers, nor any partner, representative,  Affiliate, member, manager,
director,  officer, employee or agent, shall be personally liable for any action
taken,  suffered  or  omitted  by it in  good  faith  and  believed  by it to be
authorized or within the discretion,  rights or powers conferred upon it by this
Agreement.  A  Special  Servicer  shall  be  entitled  to  rely on  reports  and
information  supplied to it by the  applicable  Master  Servicer and the related
Mortgagors  and shall have no duty to investigate or confirm the accuracy of any
such report or information.

            (c)  A  Special  Servicer  shall  not  be  obligated  to  incur  any
liabilities,  costs,  charges,  fees or other  expenses which relate to or arise
from  any  breach  of any  representation,  warranty  or  covenant  made  by the
Depositor,  the applicable  Master Servicer,  the Fiscal Agent or the Trustee in
this  Agreement.  The Trust  shall  indemnify  and hold  harmless  such  Special
Servicer from any and all claims,  liabilities,  costs,  charges,  fees or other
expenses  which  relate  to or arise  from any such  breach  of  representation,
warranty or covenant to the extent  such  amounts are not  recoverable  from the
party committing such breach.

            (d)   Except as otherwise specifically provided herein:

            (i) a Special Servicer may rely, and shall be protected in acting or
      refraining  from  acting  upon,  any  resolution,  officer's  certificate,
      certificate of auditors or any other certificate,  statement,  instrument,
      opinion, report, notice, request, consent, order, appraisal, bond or other
      paper or  document  (in paper or  electronic  format)  believed or in good
      faith believed by it to be genuine and to have been signed or presented by
      the proper party or parties;

            (ii) a Special  Servicer may consult with  counsel,  and any written
      advice or Opinion of Counsel shall be full and complete  authorization and
      protection  with  respect to any action taken or suffered or omitted by it
      hereunder in good faith and in  accordance  with such advice or Opinion of
      Counsel;

            (iii) a Special  Servicer  shall not be  personally  liable  for any
      action  taken,  suffered or omitted by it in good faith and believed by it
      to be authorized or within the discretion, rights or powers conferred upon
      it by this Agreement; and

            (iv) a Special  Servicer,  in preparing any reports  hereunder,  may
      rely, and shall be protected in acting or refraining  from acting upon any
      information  (financial  or  other),  statement,  certificate,   document,
      agreement,   covenant,  notice,  request  or  other  paper  (in  paper  or
      electronic format) reasonably  believed or in good faith believed by it to
      be genuine.

            (e)  Each  Special   Servicer   and  any  partner,   representative,
Affiliate, member, manager, director, officer, employee or agent of such Special
Servicer shall be indemnified by the applicable  Master  Servicer,  the Trustee,
the Paying  Agent and the Fiscal  Agent,  as the case may be, and held  harmless
against any and all claims, losses, penalties,  fines,  forfeitures,  legal fees
and  related  costs,  judgments,  and any  other  costs,  liabilities,  fees and
expenses  incurred in connection  with any legal action or claim relating to the
applicable Master  Servicer's,  the Trustee's,  the Paying Agent's or the Fiscal
Agent's,  as the case  may be,  respective  willful  misfeasance,  bad  faith or
negligence in the performance of its respective duties hereunder or by reason of
negligent  disregard by such Person of its respective  duties  hereunder,  other
than any loss,  liability or expense incurred by reason of willful  misfeasance,
bad faith or negligence  in the  performance  of any of such Special  Servicer's
duties hereunder or by reason of negligent  disregard of such Special Servicer's
obligations and duties  hereunder.  Each Special  Servicer shall promptly notify
the applicable  Master  Servicer,  the Trustee,  the Paying Agent and the Fiscal
Agent  if a claim is made by a third  party  entitling  a  Special  Servicer  to
indemnification hereunder, whereupon the applicable Master Servicer, the Trustee
or the  Paying  Agent,  in each  case,  to the  extent  the  claim  was  made in
connection with its willful misfeasance,  bad faith or negligence,  shall assume
the  defense of any such claim (with  counsel  reasonably  satisfactory  to such
Special Servicer).  Any failure to so notify the applicable Master Servicer, the
Trustee or the Paying  Agent shall not affect any rights a Special  Servicer may
have to  indemnification  hereunder  or  otherwise,  unless the  interest of the
applicable  Master  Servicer,  the  Trustee  or the Paying  Agent is  materially
prejudiced  thereby.  The  indemnification  provided  herein  shall  survive the
termination  of this  Agreement and the  termination or resignation of a Special
Servicer.  Such indemnity shall survive the termination of this Agreement or the
resignation or removal of such Special Servicer hereunder. Any payment hereunder
made by the applicable  Master  Servicer,  the Trustee,  the Fiscal Agent or the
Paying Agent,  as the case may be,  pursuant to this paragraph to the applicable
Special  Servicer  shall be paid  from the  applicable  Master  Servicer's,  the
Trustee's,  the Fiscal  Agent's or the Paying  Agent's,  as the case may be, own
funds,  without  reimbursement from the Trust therefor,  except achieved through
subrogation   as  provided  in  this   Agreement.   Any  expenses   incurred  or
indemnification payments made by the Trustee, the Paying Agent, the Fiscal Agent
or the applicable  Master Servicer shall be reimbursed by the party so paid if a
court of competent  jurisdiction  makes a final judgment that the conduct of the
Trustee,  the Paying Agent, the Fiscal Agent or the applicable  Master Servicer,
as the case may be,  was not  culpable  of  willful  misfeasance,  bad  faith or
negligence in the performance of its respective duties hereunder or of negligent
disregard of its respective  duties hereunder or the indemnified  party is found
to have acted with willful misfeasance, bad faith or negligence.

            Section 9.24  Indemnification;  Third-Party Claims. (a) Each Special
Servicer and any partner, representative,  Affiliate, member, manager, director,
officer, employee or agent of such Special Servicers shall be indemnified by the
Trust, and held harmless against any and all claims, losses,  penalties,  fines,
forfeitures,  legal  fees and  related  costs,  judgments  and any other  costs,
liabilities,  fees and expenses  incurred in connection with any legal action or
claim relating to (i) this Agreement, any Mortgage Loan, any REO Property or the
Certificates  or any  exercise of any right under this  Agreement,  and (ii) any
action  taken by such  Special  Servicer  in  accordance  with  the  instruction
delivered in writing to such Special  Servicer by the Trustee or the  applicable
Master Servicer  pursuant to any provision of this  Agreement,  and such Special
Servicer  and  each  of  its  partners,  representatives,  Affiliates,  members,
managers,  directors,  officers,  employees  or  agents  shall  in each  case be
entitled to  indemnification  from the Trust for any loss,  liability or expense
(including  attorneys'  fees) incurred in connection  with the provision by such
Special  Servicer of any  information  included by such Special  Servicer in the
report  required  to be  provided  by such  Special  Servicer  pursuant  to this
Agreement,  other  than any loss,  liability  or expense  incurred  by reason of
willful  misfeasance,  bad  faith or  negligence  in the  performance  of duties
hereunder  or by  reason  of  negligent  disregard  of  obligations  and  duties
hereunder.  The applicable Special Servicer shall assume the defense of any such
claim (with counsel  reasonably  satisfactory to such Special  Servicer) and the
Trust shall pay, from amounts on deposit in the applicable  Certificate  Account
pursuant to Section 5.2, all expenses in connection therewith, including counsel
fees,  and promptly pay,  discharge and satisfy any judgment or decree which may
be entered  against it or them in respect  of such  claim.  The  indemnification
provided  herein  shall  survive  the  termination  of  this  Agreement  and the
termination or resignation of such Special  Servicer.  Any expenses  incurred or
indemnification  payments  made by the Trust shall be reimbursed by such Special
Servicer,  if a court of competent  jurisdiction  makes a final,  non-appealable
judgment  that such  Special  Servicer  was  found to have  acted  with  willful
misfeasance, bad faith or negligence.

            (b) Each Special  Servicer  agrees to indemnify  the Trust,  and the
Trustee,  the Fiscal Agent, the Depositor,  the applicable Master Servicer,  the
Paying  Agent  and any  partner,  representative,  Affiliate,  member,  manager,
director,  officer,  employee,  agent or Controlling Person of the Trustee,  the
Fiscal Agent, the Depositor and the applicable  Master  Servicer,  and hold them
harmless  against any and all claims,  losses,  penalties,  fines,  forfeitures,
legal fees and related costs, judgments, and any other costs, liabilities,  fees
and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the
Paying Agent or the applicable  Master Servicer may sustain arising from or as a
result of the willful misfeasance, bad faith or negligence in the performance of
duties  hereunder or by reason of negligent  disregard of obligations and duties
hereunder  by  such  Special  Servicer.  The  Trustee,  the  Fiscal  Agent,  the
Depositor,  the Paying Agent or the applicable Master Servicer shall immediately
notify such Special Servicer if a claim is made by a third party with respect to
this Agreement or the Specially  Serviced  Mortgage Loans entitling the Trust or
the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the applicable
Master Servicer,  as the case may be, to  indemnification  hereunder,  whereupon
such Special  Servicer  shall assume the defense of any such claim (with counsel
reasonably  satisfactory to the Trustee,  the Fiscal Agent,  the Depositor,  the
Paying Agent or the applicable Master Servicer,  as the case may be) and pay all
expenses in connection  therewith,  including  counsel  fees,  and promptly pay,
discharge and satisfy any judgment or decree which may be entered  against it or
them in respect of such claim.  Any failure to so notify such  Special  Servicer
shall not  affect any rights the Trust or the  Trustee,  the Fiscal  Agent,  the
Depositor,  the  Paying  Agent or the  applicable  Master  Servicer  may have to
indemnification  under this Agreement or otherwise,  unless  Special  Servicer's
defense of such claim is  materially  prejudiced  thereby.  The  indemnification
provided  herein  shall  survive  the  termination  of  this  Agreement  and the
termination  or resignation  of such Special  Servicer,  the Paying Agent or the
Trustee or Fiscal Agent. Any expenses incurred or indemnification  payments made
by such Special Servicer shall be reimbursed by the party so paid, if a court of
competent jurisdiction makes a final,  non-appealable  judgment that the conduct
of such Special Servicer was not culpable of willful  misfeasance,  bad faith or
negligence in the performance of its respective duties hereunder or of negligent
disregard of its respective  duties hereunder or the indemnified  party is found
to have acted with willful misfeasance, bad faith or negligence.

            (c) The  initial  applicable  Special  Servicer  and  the  Depositor
expressly  agree  that the only  information  furnished  by or on  behalf of the
applicable  Special  Servicer  for  inclusion  in  the  Preliminary   Prospectus
Supplement and the Final  Prospectus  Supplement is the information set forth in
the  paragraph  under the caption  "SERVICING OF THE MORTGAGE  LOANS,The  Master
Servicers and Special Servicers,Special  Servicer" of the Preliminary Prospectus
Supplement and Final Prospectus Supplement.

            (d) The 2002-IQ2 Special  Servicer and any partner,  representative,
Affiliate, member, manager, director, officer, employee or agent of the 2002-IQ2
Special Servicer shall be indemnified by the Trust and held harmless against the
Trust's  pro  rata  share  of any  and all  claims,  losses,  penalties,  fines,
forfeitures,  legal  fees and  related  costs,  judgments  and any other  costs,
liabilities,  fees and  expenses  incurred in  connection  with any legal action
relating to the 2002-IQ2 Pooling and Servicing Agreement and this Agreement, and
relating to the One Seaport Plaza Pari Passu Loan (but excluding any such losses
allocable  to the  2002-IQ2  Mortgage  Loan),  reasonably  requiring  the use of
counsel or the incurring of expenses other than any losses incurred by reason of
the 2002-IQ2 Special Servicer's willful misfeasance,  bad faith or negligence in
the  performance  of  its  duties  under  the  2002-IQ2  Pooling  and  Servicing
Agreement.

            Section 9.25      Reserved.

            Section  9.26  Special  Servicers  May Own  Certificates.  A Special
Servicer or any agent of such Special Servicer in its individual  capacity or in
any other capacity may become the owner or pledgee of Certificates with the same
rights as it would have if they were not a Special  Servicer or such agent.  Any
such interest of a Special Servicer or such agent in the Certificates  shall not
be taken into account when evaluating  whether actions of such Special  Servicer
are consistent with its  obligations in accordance  with the Servicing  Standard
regardless of whether such actions may have the effect of  benefiting  the Class
or Classes of Certificates owned by such Special Servicer.

            Section 9.27 Tax Reporting.  The Special Servicers shall provide the
necessary information to the applicable Master Servicers to allow the applicable
Master Servicers to comply with the Mortgagor tax reporting requirements imposed
by Sections  6050H,  6050J and 6050P of the Code with  respect to any  Specially
Serviced  Mortgage Loan. The Special  Servicers  shall provide to the applicable
Master  Servicers  copies of any such reports.  The applicable  Master Servicers
shall forward such reports to the Trustee and the Paying Agent.

            Section 9.28  Application of Funds Received.  It is anticipated that
the  Master  Servicers  will be  collecting  all  payments  with  respect to the
Mortgage Loans (other than payments with respect to REO Income).  If, however, a
Special  Servicer  should receive any payments with respect to any Mortgage Loan
(other than REO Income) it shall,  within one  Business  Day of receipt from the
Mortgagor or otherwise of any amounts  attributable  to payments with respect to
or the sale of any Mortgage Loan or any  Specially  Serviced  Mortgage  Loan, if
any, (but not including REO Income,  which shall be deposited in the  applicable
REO  Account as provided  in Section  9.14  hereof),  either,  (i) forward  such
payment  (endorsed,  if  applicable,  to  the  order  of the  applicable  Master
Servicer),  to the applicable Master Servicer,  or (ii) deposit such amounts, or
cause such amounts to be deposited,  in the applicable Certificate Account. Such
Special Servicer shall notify the applicable Master Servicer of each such amount
received  on or before  the date  required  for the  making of such  deposit  or
transfer, as the case may be, indicating the Mortgage Loan or Specially Serviced
Mortgage  Loan to which the amount is to be applied and the type of payment made
by or on behalf of the related Mortgagor.

            Section 9.29 Compliance with REMIC Provisions. The Special Servicers
shall act in  accordance  with this  Agreement  and the  provisions  of the Code
relating to REMICs in order to create or  maintain  the status of any REMIC Pool
as a REMIC  under  the  Code  or,  as  appropriate,  adopt  a plan  of  complete
liquidation.  The Special Servicers shall not take any action or cause any REMIC
Pool to take any action that would (i)  endanger the status of any REMIC Pool as
a REMIC or the status of the Class EI Grantor Trust as a grantor trust under the
Code or (ii) subject to Section 9.14(e),  result in the imposition of a tax upon
any  REMIC  Pool  (including,   but  not  limited  to,  the  tax  on  prohibited
transactions   as  defined  in  Code  Section   860F(a)(2)   or  on   prohibited
contributions pursuant to Section 860G(d)) unless the applicable Master Servicer
and the Trustee have received a  Nondisqualification  Opinion (at the expense of
the party  seeking  to take such  action) to the  effect  that the  contemplated
action will not endanger  such status or result in the  imposition  of such tax.
The Special Servicers shall comply with the provisions of Article XII hereof.

            Section 9.30 Termination.  (a) The obligations and  responsibilities
of the Special  Servicers  created  hereby  (other than the  obligation  of such
Special  Servicers to make  payments to the  applicable  Master  Servicer as set
forth in Section 9.28 and the obligations of such Special Servicers  pursuant to
Sections 9.8 and 9.24 hereof) shall  terminate on the date which is the earliest
of (i) the  later of (A) the  final  payment  or other  liquidation  of the last
Mortgage   Loan   remaining   outstanding   (and  final   distribution   to  the
Certificateholders)  or, (B) the  disposition  of all REO Property in respect of
any  Specially   Serviced   Mortgage  Loan  (and  final   distribution   to  the
Certificateholders), (ii) 60 days following the date on which the Trustee or the
Operating  Adviser  has given  written  notice to  Special  Servicers  that this
Agreement is terminated  pursuant to Section  9.30(b) or 9.30(c),  respectively,
and (iii) the effective date of any resignation of a Special  Servicer  effected
pursuant to and in accordance with Section 9.21.

            (b) The Trustee may  terminate a Special  Servicer in the event that
(i) such Special Servicer has failed to remit any amount required to be remitted
to the Trustee,  the applicable  Master  Servicer,  the Fiscal Agent, the Paying
Agent or the  Depositor  within one (1)  Business  Day  following  the date such
amount was  required to have been  remitted  under the terms of this  Agreement,
(ii) such  Special  Servicer  has failed to deposit  into any account any amount
required to be so deposited or remitted under the terms of this Agreement  which
failure  continues  unremedied  for one Business Day following the date on which
such deposit or  remittance  was first  required to be made;  (iii) such Special
Servicer has failed to duly  observe or perform in any  material  respect any of
the other  covenants or  agreements  of such Special  Servicer set forth in this
Agreement,  and such Special  Servicer has failed to remedy such failure  within
thirty (30) days after written notice of such failure,  requiring the same to be
remedied, shall have been given to such Special Servicer by the Depositor or the
Trustee,  provided,  however,  that if such  Special  Servicer  certifies to the
Trustee and the Depositor that such Special Servicer is in good faith attempting
to  remedy  such  failure,  and the  Certificateholders  would  not be  affected
thereby,  such cure period will be  extended to the extent  necessary  to permit
such Special Servicer to cure such failure;  provided,  however,  that such cure
period may not exceed 90 days;  (iv) such Special  Servicer has made one or more
false or misleading  representations  or warranties  herein that  materially and
adversely  affects the interest of any Class of Certificates,  and has failed to
cure such breach within thirty (30) days after notice of such breach,  requiring
the same to be remedied,  shall have been given to such Special  Servicer by the
Depositor  or the Trustee,  provided,  however,  that if such  Special  Servicer
certifies to the Trustee and the Depositor that such Special Servicer is in good
faith attempting to remedy such failure, such cure period may be extended to the
extent necessary to permit such Special Servicer to cure such failure; provided,
however,  that such cure period may not exceed 90 days; (v) a Special  Servicing
Officer of such Special Servicer  receives actual knowledge that Moody's has (A)
qualified,  downgraded or withdrawn its rating or ratings of one or more Classes
of Certificates (and such qualification,  downgrade or withdrawal shall not have
been reversed by Moody's within 60 days of the date thereof),  or (B) placed one
or more Classes of Certificates on "watch status" in  contemplation  of a rating
downgrade or withdrawal  (and such "watch status"  placement shall not have been
withdrawn by Moody's within 60 days of the date that a Special Servicing Officer
of a Special Servicer obtained such actual knowledge) and, in the case of either
of clauses (A) or (B), citing servicing  concerns with a Special Servicer as the
sole or material factor in such rating action; (vi) a decree or order of a court
or agency or supervisory  authority  having  jurisdiction  in the premises in an
involuntary  case  under any  present  or future  federal  or state  bankruptcy,
insolvency  or  similar  law for the  appointment  of a  conservator,  receiver,
liquidator,   trustee  or  similar  official  in  any  bankruptcy,   insolvency,
readjustment  of  debt,   marshalling  of  assets  and  liabilities  or  similar
proceedings,  or for the winding-up or  liquidation  of its affairs,  shall have
been entered  against such Special  Servicer and such decree or order shall have
remained in force  undischarged or unstayed for a period of 60 days;  (vii) such
Special  Servicer shall consent to the  appointment of a conservator,  receiver,
liquidator,   trustee  or  similar  official  in  any  bankruptcy,   insolvency,
readjustment  of  debt,   marshalling  of  assets  and  liabilities  or  similar
proceedings  relating  to such  Special  Servicer  or of or  relating  to all or
substantially all of its property; or (viii) such Special Servicer thereof shall
admit in writing its  inability  to pay its debts  generally as they become due,
file a petition to take  advantage of any applicable  bankruptcy,  insolvency or
reorganization  statute,  make an assignment  for the benefit of its  creditors,
voluntarily suspend payment of its obligations,  or take any corporate action in
furtherance  of the  foregoing;  or (ix) such  Special  Servicer is removed from
S&P's approved Special Servicer list and the ratings then assigned by S&P to any
Classes of  Certificates  are  downgraded,  qualified or  withdrawn  (including,
without limitation,  being placed on "negative credit watch") in connection with
such removal.  Such termination shall be effective on the date after the date of
any of the above events that the Trustee  specifies in a written  notice to such
Special  Servicer  specifying  the reason for such  termination.  The  Operating
Adviser shall have the right to appoint a successor if the Trustee  terminates a
Special Servicer.

            (c) The Operating Adviser shall have the right to direct the Trustee
to terminate a Special  Servicer,  provided  that the  Operating  Adviser  shall
appoint a successor Special Servicer who will (i) be reasonably  satisfactory to
the Trustee and to the Depositor, and (ii) execute and deliver to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, whereby
the  successor  Special  Servicer  agrees to assume and perform  punctually  the
duties of such terminated  Special  Servicer  specified in this  Agreement;  and
provided,   further,   that  the  Trustee  shall  have  received  Rating  Agency
Confirmation  from each Rating Agency prior to the  termination  of such Special
Servicer. A Special Servicer shall not be terminated pursuant to this subsection
(c) until a successor Special Servicer shall have been appointed.  The Operating
Adviser  shall pay any costs and  expenses  incurred by the Trust in  connection
with the removal and appointment of a Special  Servicer  (unless such removal is
based on any of the events or circumstances set forth in Section 9.30(b)).

            Section  9.31  Procedure  Upon   Termination.   (a)  Notice  of  any
termination  pursuant  to  clause  (i)(b) of  Section  9.30(a),  specifying  the
Distribution  Date upon  which the final  distribution  shall be made,  shall be
given promptly by the applicable  Special Servicer to the Trustee and the Paying
Agent no later than the later of (i) five  Business Days after the final payment
or other  liquidation  of the last  Mortgage  Loan or (ii) the  sixth day of the
month  in  which  the  final   Distribution  Date  will  occur.  Upon  any  such
termination,  the rights  and duties of the  Special  Servicer  (other  than the
rights and duties of the applicable  Special Servicer  pursuant to Sections 9.8,
9.21, 9.23 and 9.24 hereof) shall terminate and the applicable  Special Servicer
shall transfer to the applicable  Master Servicer the amounts  remaining in each
REO  Account  and shall  thereafter  terminate  each REO  Account  and any other
account or fund  maintained  with  respect to the  Specially  Serviced  Mortgage
Loans.

            (b) On the date specified in a written  notice of termination  given
to a Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority,
power and rights of such Special  Servicer  under this  Agreement,  whether with
respect to the Specially Serviced Mortgage Loans or otherwise,  shall terminate;
provided  that in no event shall the  termination  of such  Special  Servicer be
effective  until the  Trustee or other  successor  Special  Servicer  shall have
succeeded such Special  Servicer as successor  Special  Servicer,  notified such
Special Servicer of such designation,  and such successor Special Servicer shall
have assumed such Special Servicer's  obligations and  responsibilities,  as set
forth in an  agreement  substantially  in the form  hereof,  with respect to the
Specially  Serviced  Mortgage  Loans.  The  Trustee or other  successor  Special
Servicer  may not succeed such Special  Servicer as Special  Servicer  until and
unless it has satisfied the provisions  that would apply to a Person  succeeding
to the  business of a Special  Servicer  pursuant to Section  9.20  hereof.  The
Trustee is hereby authorized and empowered to execute and deliver,  on behalf of
the Special Servicers,  as attorney-in-fact or otherwise,  any and all documents
and  other  instruments,  and to do or  accomplish  all  other  acts  or  things
necessary or appropriate  to effect the purposes of such notice of  termination.
Each Special  Servicer agrees to cooperate with the Trustee and the Fiscal Agent
in effecting the termination of a Special Servicer's responsibilities and rights
hereunder as Special  Servicer  including,  without  limitation,  providing  the
Trustee  all  documents  and  records in  electronic  or other  form  reasonably
requested  by it to enable the  successor  Special  Servicer  designated  by the
Trustee to assume such Special Servicer's  functions hereunder and to effect the
transfer to such successor for  administration  by it of all amounts which shall
at the time be or should have been deposited by the applicable  Special Servicer
in the  applicable  REO  Account  and any other  account or fund  maintained  or
thereafter received with respect to the Specially Serviced Mortgage Loans.

            Section  9.32  Certain  Special  Servicer  Reports.  (a) The Special
Servicers,  for each  Specially  Serviced  Mortgage  Loan,  shall provide to the
applicable  Master  Servicers  on or  prior to the  Determination  Date for each
month,  the data  required by the CMSA Reports in such  electronic  format as is
mutually  acceptable  to each  applicable  Master  Servicer and each  applicable
Special  Servicers  and in CMSA format.  With  respect to any Mortgage  Loan for
which a Primary Servicer is appointed as a Special Servicer  pursuant to Section
9.39, the reports  prepared by such Special Servicer shall only include the CMSA
reports and related data required by the related  Primary  Servicing  Agreement,
and such other reports as are mutually agreed to by the related Primary Servicer
and applicable  Master  Servicer.  The applicable  Master  Servicer may use such
reports or information  contained therein to prepare its reports and such Master
Servicer may, at its option,  forward such reports directly to the Depositor and
the Rating Agencies.

            (b) The Special Servicers shall maintain accurate records,  prepared
by a Servicing Officer, of each Final Recovery Determination with respect to any
Mortgage  Loan or REO  Property  and the  basis  thereof.  Each  Final  Recovery
Determination  shall be evidenced by an Officer's  Certificate  delivered to the
Trustee,  the  Operating  Adviser,  the Paying Agent and the  applicable  Master
Servicer no later than the tenth  Business  Day  following  such Final  Recovery
Determination.

            (c) The Special  Servicers  shall provide to the  applicable  Master
Servicers  or the  Paying  Agent at the  reasonable  request  in writing of such
Master  Servicer or the Paying Agent,  any  information in its  possession  with
respect to the Specially  Serviced  Mortgage Loans which the  applicable  Master
Servicer or Paying  Agent,  as the case may be,  shall  require in order for the
applicable  Master  Servicer or the Paying Agent to comply with its  obligations
under this Agreement; provided that the applicable Special Servicer shall not be
required  to take any  action or provide  any  information  that the  applicable
Special Servicer determines will result in any material cost or expense to which
it is not  entitled to  reimbursement  hereunder  or will result in any material
liability  for which it is not  indemnified  hereunder.  The  applicable  Master
Servicer will provide the applicable  Special Servicer at the reasonable request
of the  applicable  Special  Servicer any  information  in its  possession  with
respect to the Mortgage Loans which such Special Servicer shall require in order
for such Special Servicer to comply with its obligations under this Agreement.

            (d) Not later than 20 days after each  Special  Servicer  Remittance
Date, the  applicable  Special  Servicer shall forward to the applicable  Master
Servicer a  statement  setting  forth the  status of each REO  Account as of the
close of business on such Special  Servicer  Remittance  Date,  stating that all
remittances  required to be made by it as required by this  Agreement to be made
by such Special  Servicer have been made (or, if any required  distribution  has
not been  made by such  Special  Servicer,  specifying  the  nature  and  status
thereof)  and  showing,  for the period  from the day  following  the  preceding
Special Servicer  Remittance Date to such Special Servicer  Remittance Date, the
aggregate  of  deposits  into and  withdrawals  from each REO  Account  for each
category of deposit specified in Section 5.1 of this Agreement and each category
of withdrawal specified in Section 5.2 of this Agreement.

            (e) With respect to Specially  Serviced  Mortgage Loans, the Special
Servicers shall use reasonable efforts to obtain and, to the extent obtained, to
deliver to the applicable Master Servicers (subject to Section 8.14 herein), the
Paying Agent, the Rating Agencies and the Operating Adviser,  on or before April
15 of each year,  commencing  with April 15, 2003,  (i) copies of the prior year
operating  statements  and,  except with respect to the Co-op  Loans,  quarterly
statements,  if available,  for each Mortgaged  Property  underlying a Specially
Serviced  Mortgage Loan or REO Property as of its fiscal year end, provided that
either the related  Mortgage Note or Mortgage  requires the Mortgagor to provide
such  information,  or if the related  Mortgage Loan has become an REO Property,
(ii) a copy of the most  recent rent roll with  respect to Mortgage  Loans other
than Co-op Mortgage Loans,  available for each Mortgaged  Property,  and (iii) a
table,  setting forth the Debt Service Coverage Ratio and occupancy with respect
to each Mortgaged Property covered by the operating statements delivered above.

            (f) The Special  Servicers  shall deliver to the  applicable  Master
Servicers,  the  Depositor,  the  Paying  Agent and the  Trustee  all such other
information with respect to the Specially  Serviced Mortgage Loans at such times
and to such extent as the applicable Master Servicers,  the Trustee,  the Paying
Agent or Depositor may from time to time reasonably request; provided,  however,
that the applicable  Special  Servicers  shall not be required to produce any ad
hoc  non-standard  written reports with respect to such Mortgage Loans except if
any Person (other than the Paying Agent or the Trustee)  requesting  such report
pays a reasonable fee to be determined by the applicable Special Servicers.

            (g)  The  applicable   Special  Servicer  shall  deliver  a  written
Inspection  Report of each Specially  Serviced  Mortgage Loan in accordance with
Section 9.4(b) to the Operating Adviser.

            Section 9.33 Special Servicer to Cooperate with the Master Servicers
and Paying Agent. (a) The Special Servicers shall furnish on a timely basis such
reports,  certifications,  and  information as are  reasonably  requested by the
applicable  Master  Servicers,  the  Trustee,  the Paying  Agent or any  Primary
Servicer to enable it to perform its duties under this  Agreement or any Primary
Servicing  Agreement,  as  applicable;  provided  that no such request shall (i)
require or cause a Special  Servicer to violate the Code,  any provision of this
Agreement,  including  such Special  Servicer's  obligation to act in accordance
with the  servicing  standards  set forth in this  Agreement and to maintain the
REMIC status of any REMIC Pool or (ii) expose such Special Servicer,  the Trust,
the Fiscal  Agent,  the Paying Agent or the Trustee to  liability or  materially
expand  the  scope  of  such  Special  Servicer's  responsibilities  under  this
Agreement. In addition, the Special Servicers shall notify the applicable Master
Servicers  of all  expenditures  incurred  by it with  respect to the  Specially
Serviced  Mortgage Loans which are required to be made by the applicable  Master
Servicers as Servicing Advances as provided herein, subject to the provisions of
Section 4.4 hereof. The Special Servicers shall also remit all invoices relating
to Servicing Advances promptly upon receipt of such invoices.

            (b) The applicable  Special  Servicers  shall from time to time make
reports,  recommendations  and analyses to the Operating Adviser with respect to
the  following  matters,  the expense of which shall be charged to the Operating
Adviser, but in no event shall such costs be an expense of the Trust:

            (i) whether the  foreclosure of a Mortgaged  Property  relating to a
      Specially Serviced Mortgage Loan would be in the best economic interest of
      the Trust;

            (ii) if a Special  Servicer  elects to proceed  with a  foreclosure,
      whether a deficiency  judgment  should or should not be sought because the
      likely  recovery will or will not be sufficient to warrant the cost,  time
      and exposure of pursuing such judgment;

            (iii) whether the waiver or enforcement of any "due-on-sale"  clause
      or  "due-on-encumbrance"  (other than with respect to a Mortgage Loan that
      is a  Co-op  Mortgage  Loan  as  to  which  the  NCBFSB  Subordinate  Debt
      Conditions have been satisfied)  clause  contained in a Mortgage Loan or a
      Specially  Serviced  Mortgage Loan is in the best economic interest of the
      Trust;

            (iv) in connection  with entering into an assumption  agreement from
      or with a  person  to  whom a  Mortgaged  Property  securing  a  Specially
      Serviced Mortgage Loan has been or is about to be conveyed,  or to release
      the original  Mortgagor from liability upon a Specially  Serviced Mortgage
      Loan and substitute a new Mortgagor,  and whether the credit status of the
      prospective  new Mortgagor is in compliance  with the  applicable  Special
      Servicer's regular commercial mortgage origination or servicing standard;

            (v) in  connection  with the  foreclosure  on a  Specially  Serviced
      Mortgage Loan secured by a Mortgaged  Property  which is not in compliance
      with CERCLA,  or any comparable  environmental  law,  whether it is in the
      best economic  interest of the Trust to bring the Mortgaged  Property into
      compliance therewith and an estimate of the cost to do so; and

            (vi) with respect to any proposed  modification (which shall include
      any proposed release, substitution or addition of collateral),  extension,
      waiver (except a waiver with respect to immaterial covenants, Late Fees or
      default  interest),  amendment,  discounted  payoff or sale of a  Mortgage
      Loan, prepare a summary of such proposed action and an analysis of whether
      or not such action is reasonably likely to produce a greater recovery on a
      present value basis than  liquidation of such Mortgage Loan; such analysis
      shall specify the basis on which the applicable Special Servicer made such
      determination,  including the status of any existing  material  default or
      the grounds for concluding that a payment default is imminent.

            Section 9.34      Reserved.

            Section 9.35      Reserved.

            Section 9.36 Sale of Defaulted  Mortgage Loans. (a) Each Seller,  as
to those Mortgage Loans sold to the Depositor by such Seller only, the holder of
Certificates  evidencing  the greatest  percentage  interest in the  Controlling
Class  and the  applicable  Special  Servicer  with  respect  to its  respective
Mortgage  Loans and REO  Properties  only (in such  capacity,  together with any
assignee,  the "Option  Holder")  shall,  in that order,  have the right, at its
option (the  "Option"),  to  purchase a Mortgage  Loan from the Trust at a price
equal to the Option  Purchase  Price upon receipt of notice from the  applicable
Special  Servicer that such Mortgage Loan has become at least 60 days delinquent
as to any  monthly  debt  service  payment (or is 90 days  delinquent  as to its
Balloon Payment);  provided, however, that with respect to the San Tomas A Note,
the Option  Holder's rights under this Section 9.36 are subject to the rights of
the holder of the San Tomas B Note to purchase the San Tomas A Note  pursuant to
the terms of the San Tomas Intercreditor  Agreement.  The Option is exercisable,
subject to the related  Seller's right (after  receiving notice from the Trustee
that an Option  Holder  intends to exercise its Option) set forth in Section 2.3
to first repurchase such Mortgage Loan, from that date until terminated pursuant
to clause (e) below,  and during that period the Option shall be  exercisable in
any month  only  during  the  period  from the 10th  calendar  day of such month
through the 25th calendar day,  inclusive,  of such month. The Trustee on behalf
of the Trust shall be obligated to sell such  Mortgage Loan upon the exercise of
the Option (whether exercised by the original holder thereof or by a holder that
acquired  such Option by  assignment),  but shall have no authority to sell such
Mortgage  Loan other than in  connection  with the  exercise of an Option (or in
connection  with a repurchase  of a Mortgage  Loan under Article II, an optional
termination  pursuant to Section  10.1 or a qualified  liquidation  of the REMIC
Pools) or if such  Mortgage  Loan is the San Tomas A Note,  to the holder of the
San Tomas B Note pursuant to the terms of the San Tomas Intercreditor Agreement.
Any Option  Holder that  exercises  the Option shall be required to purchase the
applicable Mortgage Loan within 4 Business Days following such exercise.  If any
Option Holder  desires to waive its right to exercise the Option,  then it shall
so notify the Trustee in writing, and the Trustee shall promptly notify the next
party eligible to hold the Option set forth above of its rights  hereunder.  Any
of the other parties eligible to hold the Option set forth above may at any time
notify the  Trustee in writing of its desire to  exercise  the  Option,  and the
Trustee  shall  promptly  notify (i) the  current  Option  Holder (and the other
parties  eligible to hold the Option) and (ii) solely with  respect to an option
to purchase  the San Tomas A Note,  the holder of the San Tomas B Note,  of such
party's  desire to exercise the Option  provided  that none of the Trustee,  the
applicable Master Servicer or the applicable Special Servicer shall disclose the
Option  Purchase  Price to the  holder  of the San Tomas B Note.  If the  Option
Holder  neither  (i)  exercises  the  Option  nor (ii)  surrenders  its right to
exercise the Option within 3 Business  Days of its receipt of that notice,  then
the Option  Holder's  right to exercise the Option shall lapse,  and the Trustee
shall promptly  notify the next party eligible to hold the Option (and the other
parties eligible to hold the Option) of its rights thereunder.

            (b) The "Option Purchase Price" shall be an amount equal to the fair
value of the related  Mortgage  Loan, as determined  by the  applicable  Special
Servicer. Prior to the applicable Special Servicer's determination of fair value
referred  to above,  the fair value of a Mortgage  Loan shall be deemed to be an
amount  equal to the  Purchase  Price plus (i) any  prepayment  penalty or yield
maintenance  charge then payable upon the  prepayment  of such Mortgage Loan and
(ii) the reasonable fees and expenses of the applicable  Special  Servicer,  the
applicable  Master Servicer and the Trustee incurred in connection with the sale
of the Mortgage Loan. The applicable  Special  Servicer shall determine the fair
value of a  Mortgage  Loan on the later of (A) as soon as  reasonably  practical
upon the Mortgage Loan becoming 60 days  delinquent or upon the Balloon  Payment
becoming  delinquent  and (B) the  date  that is 75 days  after  the  applicable
Special  Servicer's  receipt of the  Servicer  Mortgage  File  relating  to such
Mortgage Loan, and such Special Servicer shall promptly notify the Option Holder
(and the Trustee and each of the other parties set forth above that could become
the Option  Holder) of (i) the Option  Purchase  Price and (ii) if such Mortgage
Loan is the San Tomas A Note,  that the San Tomas A Note is subject to the terms
of the San Tomas Intercreditor Agreement and that any purchaser of the San Tomas
A Note will be subject to such San Tomas Intercreditor Agreement. The applicable
Special  Servicer is required to recalculate the fair value of the Mortgage Loan
if there has been a material change in circumstances  or the applicable  Special
Servicer has received new  information  (including  the receipt of a third party
bid to purchase the Option and any cash bids received from the holder of the San
Tomas B Note in  connection  with the San  Tomas A Note),  either of which has a
material effect on the fair value,  provided that such Special Servicer shall be
required to recalculate  the fair value of the Mortgage Loan if the time between
the date of last  determination  of the fair value of the Mortgage  Loan and the
date of the exercise of the Option has exceeded 60 days. Upon any recalculation,
the applicable  Special Servicer shall be required to promptly notify in writing
each Option  Holder  (and the  Trustee  and each of the other  parties set forth
above that could become the Option Holder) of the revised Option Purchase Price.
Any such recalculation of the fair value of the Mortgage Loan shall be deemed to
renew the Option in its original priority at the recalculated price with respect
to any party as to which the  Option  had  previously  expired  or been  waived,
unless the Option has previously  been exercised by an Option Holder at a higher
Option  Purchase  Price.  In  determining  fair value,  the  applicable  Special
Servicer  shall take into  account,  among  other  factors,  the  results of any
appraisal or updated  appraisal  that it or the applicable  Master  Servicer may
have obtained in accordance with this Agreement  within the prior twelve months;
any views on fair value  expressed by  Independent  investors in mortgage  loans
comparable to the Mortgage Loan (provided that the applicable  Special  Servicer
shall not be  obligated  to solicit  such  views);  the period and amount of any
delinquency  on the affected  Mortgage Loan;  whether to the applicable  Special
Servicer's  actual  knowledge,  the  Mortgage  Loan  is in  default  to  avoid a
prepayment  restriction;   the  physical  condition  of  the  related  Mortgaged
Property;  the state of the local  economy;  the  expected  recoveries  from the
Mortgage  Loan if the  applicable  Special  Servicer were to pursue a workout or
foreclosure  strategy  instead of the Option  being  exercised;  and the Trust's
obligation to dispose of any REO Property as soon as practicable consistent with
the objective of maximizing proceeds for all Certificateholders, but in no event
later than the three-year  period (or such extended period) specified in Section
9.15.  The  parties  hereto  acknowledge  that under the  2002-IQ2  Pooling  and
Servicing  Agreement,  if the holder of the option  thereunder  repurchases  the
2002-IQ2 Mortgage Loan in connection with its exercise of such option,  then the
holder of the option  shall also be required to purchase  the One Seaport  Plaza
Pari Passu Loan.

            (c) Any Option  relating to a Mortgage Loan shall be assignable to a
third party by the Option Holder at its discretion at any time after its receipt
of notice from the  applicable  Special  Servicer that an Option is  exercisable
with respect to a specified  Mortgage Loan, and upon such  assignment such third
party shall have all of the rights  granted to the Option  Holder  hereunder  in
respect of the Option.  Such  assignment  shall only be  effective  upon written
notice  (together  with  a  copy  of  the  executed  assignment  and  assumption
agreement)  being delivered to the Trustee,  the applicable  Master Servicer and
the applicable Special Servicer,  and none of such parties shall be obligated to
recognize any entity as an Option Holder absent such notice.

            (d) If the applicable  Special Servicer,  the holder of Certificates
representing  the greatest  percentage  interest in the Controlling  Class or an
Affiliate of either thereof elects to exercise the Option,  the Trustee shall be
required to determine whether the Option Purchase Price constitutes a fair price
for the Mortgage Loan. Upon request of the applicable  Special  Servicer to make
such a determination,  the Trustee will do so within a reasonable period of time
(but in no event more than 15 Business  Days). In doing so, the Trustee may rely
on the opinion of an appraiser or other expert in real estate  matters  retained
by the Trustee at the expense of the party  exercising  the Option.  The Trustee
may also rely on the most recent  appraisal  of the related  Mortgaged  Property
that was  prepared in  accordance  with this  Agreement.  If the Trustee were to
determine that the Option Purchase Price does not constitute a fair price,  then
the applicable  Special  Servicer shall  redetermine  the fair value taking into
account the objections of the Trustee.

            (e) The Option shall terminate,  and shall not be exercisable as set
forth in clause (a) above (or if  exercised,  but the  purchase  of the  related
Mortgage Loan has not yet occurred,  shall  terminate and be of no further force
or effect) if the Mortgage  Loan to which it relates is no longer  delinquent as
set  forth  above  because  the  Mortgage  Loan has (i)  become a  Rehabilitated
Mortgage  Loan,  (ii)  been  subject  to  a  work-out  arrangement,  (iii)  been
foreclosed  upon  or  otherwise  resolved  (including  by a full  or  discounted
pay-off) or (iv) been purchased by the related  Seller  pursuant to Section 2.3.
In  addition,  the Option with  respect to the San Tomas A Note shall  terminate
upon the  purchase of the San Tomas A Note by the holder of the San Tomas B Note
pursuant to the San Tomas Intercreditor Agreement.

            (f)  Unless and until an Option  Holder  exercises  an  Option,  the
applicable Special Servicer shall continue to service and administer the related
Mortgage Loan in accordance with the Servicing Standard and this Agreement,  and
shall pursue such other resolution or recovery strategies,  including workout or
foreclosure, as is consistent with this Agreement and the Servicing Standard.

            Section 9.37 Operating  Adviser;  Elections.  (a) In accordance with
Section  9.37(c),  the  Certificateholders  representing  more  than  50% of the
Certificate  Balance of the Certificates of the then Controlling Class may elect
the operating adviser (the "Operating Adviser").  The Operating Adviser shall be
elected for the purpose of receiving  reports and  information  from the Special
Servicers in respect of the Specially Serviced Mortgage Loans.

            (b) Subject to Section  9.40 hereof and the San Tomas  Intercreditor
Agreement (with respect to the San Tomas Mortgage Loan),  the initial  Operating
Adviser is Allied Capital Corporation.  The Controlling Class shall give written
notice to the Trustee,  the Paying Agent and the applicable  Master  Servicer of
the appointment of any subsequent Operating Adviser (in order to receive notices
hereunder).  If a subsequent Operating Adviser is not so appointed,  an election
of an Operating Adviser also shall be held. Notice of the meeting of the Holders
of the  Controlling  Class  shall be mailed or  delivered  to each Holder by the
Paying Agent,  not less than 10 nor more than 60 days prior to the meeting.  The
notice shall state the place and the time of the  meeting,  which may be held by
telephone.  A majority of Certificate  Balance of the  Certificates  of the then
Controlling Class, present in person or represented by proxy, shall constitute a
quorum for the nomination of an Operating Adviser.  At the meeting,  each Holder
shall be entitled to nominate one Person to act as Operating Adviser. The Paying
Agent  shall  cause the  election  of the  Operating  Adviser to be held as soon
thereafter as is reasonably practicable.

            (c) Each Holder of the  Certificates of the Controlling  Class shall
be entitled to vote in each  election of the  Operating  Adviser.  The voting in
each election of the Operating  Adviser shall be in writing mailed,  telecopied,
delivered  or sent by courier and  actually  received by the Paying  Agent on or
prior to the date of such election. Immediately upon receipt by the Paying Agent
of votes  (which  have not been  rescinded)  from the  Holders  of  Certificates
representing more than 50% of the Certificate Balance of the Certificates of the
then Controlling Class which are cast for a single Person, such Person shall be,
upon such Person's  acceptance,  the Operating  Adviser.  The Paying Agent shall
promptly notify the Trustee of the identity of the Operating  Adviser.  Until an
Operating  Adviser is elected by Holders of Certificates  representing more than
50% of the Certificate Balance of the Certificates of the then Controlling Class
or in the event that an Operating  Adviser  shall have  resigned or been removed
and a successor Operating Adviser shall not have been elected, there shall be no
Operating Adviser.

            (d) The Operating  Adviser may be removed at any time by the written
vote, copies of which must be delivered to the Paying Agent, of more than 50% of
the  Certificate  Balance  of the  Holders  of  the  Certificates  of  the  then
Controlling Class.

            (e) The Paying Agent shall act as judge of each election and, absent
manifest error,  the  determination of the results of any election by the Paying
Agent shall be conclusive.  Notwithstanding any other provisions of this Section
9.37,  the  Paying  Agent may make such  reasonable  regulations  as it may deem
advisable for any election.

            (f)  Notwithstanding any provision of this Section 9.37 or any other
provision of this Agreement to the contrary, at any time that a Special Servicer
has been elected as Operating  Adviser or no Operating Adviser has been elected,
(i)  such  Special  Servicer  shall  not  be  required  to  deliver  notices  or
information to, or obtain the consent or approval of, the Operating  Adviser and
(ii) to the  extent  any  Person  other  than a Special  Servicer  is  otherwise
required  hereunder to provide  notices or information to, or obtain the consent
or approval of, the Operating Adviser,  such Person shall be required to provide
such  notices or  information  to, or obtain the  consent  or  approval  of, the
applicable Special Servicer.

            Section 9.38  Limitation  on Liability  of  Operating  Adviser.  The
Operating  Adviser  shall have no liability to the Trust,  the holder of the San
Tomas B Note or the  Certificateholders  for any action taken, or for refraining
from the  taking of any  action,  in good  faith and using  reasonable  business
judgment  pursuant to this Agreement.  By its acceptance of a Certificate,  each
Certificateholder  (and Certificate  Owner) confirms its understanding  that the
Operating  Adviser  may take  actions  that favor the  interests  of one or more
Classes of the Certificates  over other Classes of the Certificates and that the
Operating  Adviser may have special  relationships  and interests  that conflict
with  those  of  Holders  of  some   Classes  of  the   Certificates   and  each
Certificateholder  (and Certificate  Owner) agrees to take no action against the
Operating Adviser based upon such special relationship or conflict. Furthermore,
the Operating Adviser shall have no rights with respect to the One Seaport Plaza
Pari Passu Loan, the 2002-IQ2 Mortgage Loan or the 2002-TOP8  Mortgage Loan. The
Operating  Adviser  shall have no liability to the trust formed  pursuant to the
2002-IQ2 Pooling and Servicing  Agreement,  the holder of the 2002-TOP8 Mortgage
Loan, the 2002-IQ2  Mortgage Loan or the  certificateholders  under the 2002-IQ2
Pooling and Servicing Agreement for any action taken, or for refraining from the
taking of any  action,  in good  faith and using  reasonable  business  judgment
pursuant to this Agreement.

            Section  9.39  Rights  of  Operating  Adviser.  (a)  Notwithstanding
anything to the  contrary  herein (but,  with respect to the San Tomas  Mortgage
Loan,  subject  to  Section  9.40 and the San  Tomas  Intercreditor  Agreement),
including but not limited to Article 8 hereof,  the Operating Adviser may advise
the  applicable  Special  Servicer,  but is not required to do so, on any of the
following actions:

            (i) any modification of a Money Term of a Mortgage Loan other than a
      modification  consisting of the extension of the original Maturity Date of
      a Mortgage Loan for two years or less;

            (ii) with respect to notice only,  any proposed  sale of a Defaulted
      Mortgage Loan, pursuant to Section 9.36;

            (iii) any  determination  to bring an REO Property  into  compliance
      with Environmental Laws;

            (iv) any  acceptance of substitute  or additional  collateral  for a
      Mortgage Loan not expressly required under such Mortgage Loan (except with
      respect to a Defeasance Loan);

            (v) any waiver of a  "due-on-sale"  or  "due-on-encumbrance"  clause
      (other than with respect to a Co-op  Mortgage  Loan as to which the NCBFSB
      Subordinate Debt Conditions have been satisfied);

            (vi) any acceptance of an assumption agreement; and

            (vii) any release of collateral  for a Specially  Serviced  Mortgage
      Loan (other than in accordance  with the terms of or upon  satisfaction of
      such Mortgage Loan).

            (b) In addition,  notwithstanding  anything to the  contrary  herein
(but,  with respect to the San Tomas Mortgage Loan,  subject to Section 9.40 and
the San Tomas Intercreditor  Agreement),  including but not limited to Article 8
hereof,  the  Operating  Adviser  shall  have the  right to  approve  any of the
following actions by the Special Servicer:

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

            (ii) any acceptance of a discounted payoff; and

            (iii) any release of "earn-out" or  performance  reserves  listed on
      Schedule XIII hereof,  on deposit in an Escrow  Account,  other than where
      such release does not require the consent of the lender.

            In the event that the applicable  Special  Servicer  determines that
immediate action is necessary to protect the interests of the Certificateholders
(as a  collective  whole),  the  applicable  Special  Servicer may take any such
action without waiting for the Operating Adviser's advice or approval. No advice
or approval of the Operating Adviser may (and each Special Servicer shall ignore
and act without regard to any such advice or approval that such Special Servicer
has determined,  in its reasonable,  good faith judgment,  would) (A) require or
cause such Special Servicer to violate applicable law, the terms of any Mortgage
Loan or any other Section of this Agreement,  including such Special  Servicer's
obligation  to act in  accordance  with the  Servicing  Standard,  (B) result in
Adverse REMIC Event with respect to any REMIC Pool or endanger the status of the
Class EI Grantor Trust as a grantor trust,  (C) expose the Trust, the Depositor,
a Master Servicer,  a Special Servicer,  the Fiscal Agent, the Trustee or any of
their  respective  Affiliates,  members,  managers,  partners,  representatives,
officers,  directors,  employees  or  agents,  to any  material  claim,  suit or
liability,  or (D) expand the scope of a Master Servicer's or Special Servicer's
responsibilities under this Agreement.

            Any notices  required to be delivered to the Special  Servicer  with
respect to items (i)  through  (vii) of clause  (a) above and items (i)  through
(iii)  of  clause  (b)  above by any  other  party  to this  Agreement  shall be
simultaneously  delivered to the Operating  Adviser.  With respect to items (v),
(vi) and (vii) of clause (a) above,  the  Operating  Adviser shall be subject to
the same time periods for advising a Special  Servicer  with respect to any such
matters as are afforded to a Special  Servicer  pursuant to Section  8.7,  which
periods shall be co-terminus with those of such Special Servicer. The applicable
Special  Servicer shall provide the Operating  Adviser with its  recommendations
with  respect  to the  matters  set  forth  in both (a) and (b)  above  within 5
Business Days of such Special Servicer's receipt of notice thereof. In addition,
the Operating  Adviser may direct the Trustee to remove the  applicable  Special
Servicer at any time upon the appointment and acceptance of such  appointment by
a successor to the applicable  Special  Servicer;  provided  that,  prior to the
effectiveness  of any such  appointment,  the Trustee and the Paying Agent shall
have received Rating Agency  Confirmation from each Rating Agency. The Operating
Adviser  shall pay any costs and  expenses  incurred by the Trust in  connection
with the removal and appointment of an applicable  Special Servicer (unless such
removal  is based on any of the  events or  circumstances  set forth in  Section
9.30(b)). The Trustee shall notify the Paying Agent promptly upon its receipt of
the  direction  set forth  above.  Notwithstanding  any other  provision in this
Agreement, the Operating Adviser shall have the right to appoint a sub-operating
adviser with respect to any particular Mortgage Loan (other than the One Seaport
Plaza Pari Passu Loan). Such sub-operating adviser shall have the right, subject
to Rating Agency  Confirmation,  to appoint,  or serve as, the Special  Servicer
with respect to such Mortgage  Loan.  All  references  in this  Agreement to the
"Operating  Adviser" and the "Special Servicer" shall refer to the sub-operating
adviser or the Special  Servicer  appointed  by the  sub-operating  adviser,  as
applicable;  provided,  however,  that neither  such  special  servicer nor GMAC
Commercial  Mortgage  Corporation  shall  have any  advancing  obligations  with
respect to such Mortgage Loans.

            Section  9.40  Rights of the  Holder  of the San Tomas B Note.  With
respect  to the San  Tomas  A Note,  pursuant  to the  San  Tomas  Intercreditor
Agreement, either the applicable Master Servicer (if the San Tomas Mortgage Loan
is not a Specially  Serviced Mortgage Loan) or Principal Global Investors,  LLC,
in its  capacity  as  special  servicer  (if the San  Tomas  Mortgage  Loan is a
Specially Serviced Mortgage Loan), as applicable,  shall consult with the holder
of the San Tomas B Note and  provide  notices to the  Operating  Adviser  (or an
Operating  Adviser appointed by the holder of the San Tomas B Note to act on its
behalf at the  expense  of the  holder of the San  Tomas B Note)  regarding  its
views,  and shall  provide the holder of the San Tomas B Note and in  connection
with its  consultation  rights  set  forth  in  Section  6.2.1 of the San  Tomas
Intercreditor  Agreement,  the Operating Adviser, with any proposals and back-up
materials that are used by either such Master Servicer or such Special Servicer,
as applicable,  in developing such proposals (as reasonably determined by either
such Master Servicer or such Special  Servicer,  as applicable)  with respect to
the  following  actions at least ten (10) Business Days prior to any such action
being taken:

            (a)   any  proposed  foreclosure  upon  or  comparable  conversion
(which may include  acquisitions  of an REO  Property) of the ownership of the
Mortgaged Property;

            (b) any  proposed  modification,  amendment  or waiver of a monetary
term (including,  without limitation, the timing of payments, the maturity date,
the interest  rate,  the  prepayment  premium or any deferral or  forgiveness of
interest)  of the  San  Tomas A Note  or the  San  Tomas B Note or any  material
non-monetary term;

            (c) any  proposed  sale of the San Tomas A Note if it is a Defaulted
Mortgaged  Loan or REO  Property  (other  than  upon  termination  of the  Trust
pursuant to Article X);

            (d) any determination to bring the related Mortgaged Property or the
related REO  Property  into  compliance  with  Environmental  Laws or  otherwise
address environmental issues at the Mortgaged Property or REO Property;

            (e)  any  approval  of the  incurrence  of  additional  indebtedness
secured by the  related  Mortgaged  Property,  if  approval  is  required by the
related Mortgage Loan Documents;

            (f) any  release of  collateral  for the San Tomas A Note or the San
Tomas B Note (other than in accordance  with the terms of, or upon  satisfaction
of, the San Tomas A Note and the San Tomas B Note);

            (g) any  acceptance of substitute or additional  collateral  for the
San  Tomas A Note  and the San  Tomas  B Note  that is not  otherwise  expressly
provided for under the terms of the San Tomas A Note and the San Tomas B Note;

            (h)   any  waiver  of  a  "due-on-sale"  or   "due-on-encumbrance"
clause;

            (i) any  acceptance  of an  assumption  agreement  releasing the San
Tomas A Note borrower from liability under the San Tomas A Note or the San Tomas
B Note; and

            (j)   any other  additional  consultation  rights set forth in the
San Tomas Intercreditor Agreement.

            The holder of the San Tomas B Note,  if any, has agreed  pursuant to
the San Tomas Intercreditor Agreement that it will provide the applicable Master
Servicer or the Special  Servicer,  as applicable,  with its response within ten
(10)  Business  Days after its  receipt  of any such  proposal  and any  back-up
materials  and shall be deemed not to have  responded if no response is received
within such ten (10) Business Days.

            Neither  such  Master  Servicer  nor  such  Special   Servicer,   as
applicable,  shall take any of the actions  described in clauses (a) through (j)
without the prior written  consent (or deemed  consent) of the holder of the San
Tomas B Note.  Notwithstanding  the foregoing,  neither such Master Servicer nor
such Special Servicer,  as applicable,  by virtue of this Section 9.40, shall be
required  to take any  action  that  would (and such  Master  Servicer  and such
Special  Servicer may ignore and act without regard to any advice,  direction or
objection  of the holder of the San Tomas B Note that such  Master  Servicer  or
such Special  Servicer has determined,  in its  reasonable,  good faith judgment
would) violate any provision of this Agreement,  including the obligation to act
in accordance with the Servicing Standard or the REMIC Provisions.

            The applicable  Special Servicer may also act without the consent of
the holder of the San Tomas B Note if such  Special  Servicer  has  notified the
holder of the San Tomas B Note and the Operating  Adviser of the various actions
it proposes to take with  respect to a workout or  liquidation  of the San Tomas
Mortgage Loan and for 30 days  following the first such notice the holder of the
San Tomas B Note has objected to all proposed  actions and has failed to suggest
any  alternative  actions that the Special  Servicer  considers to be consistent
with such Servicing Standard.

            The Master Servicer and the applicable Special Servicer  acknowledge
that pursuant to the terms of the San Tomas Intercreditor  Agreement, the holder
of the San  Tomas B Note  may at any time and  from  time to time  replace  such
applicable  Special  Servicer with respect to the San Tomas  Mortgage Loan only,
with any other Person that constitutes a qualified servicing institution capable
of making the representations,  warranties and covenants of Special Servicer set
forth herein.

            The Master  Servicer and the  Operating  Adviser  acknowledge  that,
pursuant to the San Tomas Intercreditor  Agreement, the "Controlling Holder", as
defined therein,  shall be entitled to exercise the rights and powers granted to
the Operating Adviser herein with respect to the San Tomas Mortgage Loan.

            All of the  foregoing  rights of the  holder of the San Tomas B Note
regarding the  designation  of a Special  Servicer with respect to the San Tomas
Mortgage  Loan,  as well as the consent  rights of the holder of the San Tomas B
Note  described  in the  foregoing  clauses  (a) through  (j),  shall cease if a
Control  Appraisal Event (as defined in the San Tomas  Intercreditor  Agreement)
has occurred and is continuing.

                                   ARTICLE X

                     PURCHASE AND TERMINATION OF THE TRUST

            Section 10.1  Termination of Trust Upon Repurchase or Liquidation of
All Mortgage Loans. (a) The obligations and  responsibilities of the Trustee and
the Paying Agent created  hereby (other than the obligation of the Paying Agent,
to  make  payments  to  the  Class  R-I   Certificateholders,   the  Class  R-II
Certificateholders and REMIC III Certificateholders as set forth in Section 10.2
and other than the  obligations  in the nature of  information or tax reporting)
shall  terminate  on the  earliest of (i) the later of (A) the final  payment or
other  liquidation  of the last Mortgage Loan  remaining in the Trust (and final
distribution  to the  Certificateholders)  and  (B) the  disposition  of all REO
Property (and final distribution to the Certificateholders),(ii) the sale of the
property  held by the  Trust in  accordance  with  Section  10.1(b),  (iii)  the
termination of the Trust pursuant to Section 10.1(c) or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d);  provided that in
no event shall the Trust created  hereby  continue  beyond the  expiration of 21
years  from the  death of the last  survivor  of the  descendants  of  Joseph P.
Kennedy,  the late  Ambassador  of the United  States to the Court of St. James,
living on the date hereof.

            (b) The  General  Master  Servicer  shall give the  Trustee  and the
Paying  Agent  notice of the date when the  Principal  Balance  of the  Mortgage
Loans,  after  giving  effect to  distributions  of  principal  made on the next
Distribution  Date,  is  less  than  or  equal  to 1% of the  initial  Aggregate
Certificate Balance of the Certificates as of the Cut-Off Date. In order to make
such  determination,  the NCB Master  Servicer  shall inform the General  Master
Servicer  of the  Principal  Balance  of the Co-op  Mortgage  Loans on a monthly
basis, or at an accelerated interval as requested by the General Master Servicer
of the NCB Master Servicer.  The Trustee shall promptly forward such notice from
the  General  Master  Servicer  to the Holder of a majority  of the  Controlling
Class,  the  Depositor,  the Master  Servicers,  the Special  Servicers  and the
Holders  of the Class R-I  Certificates,  and the  Holder of a  majority  of the
Controlling  Class,  the General Master Servicer,  the NCB Master Servicer,  the
General  Special  Servicer,  the Co-op  Special  Servicer and the Holders of the
Class  R-I  Certificates,  in such  priority  (and in the case of the  Class R-I
Certificateholders,  a  majority  of  the  Class  R-I  Certificateholders),  may
purchase,  in whole only,  the Mortgage  Loans and any other  property,  if any,
remaining  in the  Trust,  provided,  that if any  Holder of a  majority  of the
Controlling Class, the Co-op Special Servicer,  the General Master Servicer, the
General Special Servicer or the Holders of the Class R-I Certificates makes such
an  election,  then the NCB  Master  Servicer  will have the  option,  by giving
written  notice to the other  parties  hereto no later than 30 days prior to the
anticipated date of purchase, to purchase all of the NCB Mortgage Loans and each
related REO Property  remaining in the Trust, and the other party will then have
the option to purchase  only the remaining  Mortgage  Loans and each related REO
Property  remaining in the Trust.  If any party desires to exercise such option,
it will  notify the  Trustee  who will  notify  any party with a prior  right to
exercise such option.  If any party that has been provided notice by the Trustee
(excluding  the  Depositor)  notifies the Trustee within ten Business Days after
receiving notice of the proposed  purchase that it wishes to purchase the assets
of the  Trust,  then such  party  (or,  in the event  that more than one of such
parties notifies the Trustee that it wishes to purchase the assets of the Trust,
the party with the first right to purchase the assets of the Trust) may purchase
the  assets of the Trust in  accordance  with this  Agreement.  Upon the  Paying
Agent's  receipt of the  Termination  Price set forth below,  the Trustee  shall
promptly  release or cause to be released to the applicable  Master Servicer for
the  benefit of the Holder of the  majority of the Class R-I  Certificates,  the
applicable  Special Servicer or the applicable Master Servicer,  as the case may
be, the Mortgage Files pertaining to the Mortgage Loans. The "Termination Price"
shall  equal 100% of the  aggregate  Principal  Balances of the  Mortgage  Loans
(other than Mortgage Loans as to which a Final Recovery  Determination  has been
made) on the day of such  purchase  plus  accrued  and unpaid  interest  thereon
(other than any accrued and unpaid interest thereon that has been the subject of
an Advance) at the applicable  Mortgage Rates (or Mortgage Rates less the Master
Servicing Fee Rate if a Master Servicer is the  purchaser),  with respect to the
Mortgage  Loans to the Due Date for each Mortgage Loan ending in the  Collection
Period with respect to which such purchase occurs,  plus  unreimbursed  Advances
and interest on such  unreimbursed  Advances at the Advance  Rate,  and the fair
market  value of any other  property  remaining  in REMIC I. The  Trustee  shall
consult  with the  Placement  Agent  and the  Underwriters  or their  respective
successors,  as advisers, in order for the Trustee to determine whether the fair
market value of the property  constituting the Trust has been offered;  provided
that, if the Placement Agent or any Underwriter or an Affiliate of the Placement
Agent or the  Underwriters is exercising its right to purchase the Trust assets,
the Trustee shall consult with the Operating Adviser in order for the Trustee to
determine the fair market value,  provided that the Operating  Adviser is not an
Affiliate of the Class R-I Holder, a Special  Servicer or a Master Servicer,  or
the  Trustee  (the fees and  expenses of which shall be paid for by buyer of the
property).  As a condition to the purchase of the Trust pursuant to this Section
10.1(b),  the Holder of the majority of the Class R-I Certificates,  the Special
Servicers  or the  Master  Servicers,  as the case may be,  must  deliver to the
Trustee an Opinion of Counsel,  which  shall be at the expense of such  Holders,
the Special Servicers or the Master Servicers,  as the case may be, stating that
such termination will be a "qualified  liquidation"  under section 860F(a)(4) of
the Code. Such purchase shall be made in accordance with Section 10.3.

            (c) If at any time the  Holders  of the Class R-I  Certificates  own
100% of the REMIC III  Certificates  and the Class EI Certificates  such Holders
may terminate  REMIC I (which will in turn result in the termination of REMIC II
and REMIC III) upon (i) the  delivery  to the Trustee  and the  Depositor  of an
Opinion of  Counsel  (which  opinion  shall be at the  expense of such  Holders)
stating that such  termination  will be a "qualified  liquidation" of each REMIC
Pool under  Section 860F of the Code,  and (ii) the payment of any and all costs
associated with such  termination.  Such termination shall be made in accordance
with Section 10.3.

            (d) Following the date on which the aggregate Certificate Balance of
the Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class
E,  Class  F  and  Class  G   Certificates   is   reduced  to  zero,   the  Sole
Certificateholder  shall  have the  right to  exchange  all of its  Certificates
(other than the Residual  Certificates)  for all of the Mortgage  Loans and each
REO Property  remaining in the Trust as  contemplated  by clause (iv) of Section
10.1(a) by giving written notice to all the parties hereto no later than 60 days
prior to the  anticipated  date of exchange and upon the delivery to the Trustee
and the  Depositor  of an  Opinion  of Counsel  (which  opinion  shall be at the
expense of such Sole  Certificateholders)  stating that such  exchange will be a
"qualified  liquidation"  of each REMIC under  Section 860F of the Code.  In the
event that the Sole Certificateholder elects to exchange all of its Certificates
(other than the Residual  Certificates)  for all of the Mortgage  Loans and each
REO Property  remaining in the Trust in accordance with the preceding  sentence,
such Sole  Certificateholder,  not later than the Distribution Date on which the
final  distribution  on the  Certificates  is to  occur,  shall  deposit  in the
Certificate  Account  an  amount in  immediately  available  funds  equal to all
amounts due and owing to the  Depositor,  the General Master  Servicer,  the NCB
Master Servicer,  the General Special  Servicer,  the Co-op Special Servicer and
the Trustee hereunder through the date of the liquidation of the Trust Fund that
may be withdrawn from the Certificate  Account,  or an escrow account acceptable
to the respective  parties hereto or that may be withdrawn from the Distribution
Accounts pursuant to this Agreement but only to the extent that such amounts are
not already on deposit in the Certificate  Account.  Upon confirmation that such
final   deposits  have  been  made  and  following  the  surrender  of  all  its
Certificates  (other than the Residual  Certificates) on the Final  Distribution
Date, the Trustee shall,  upon receipt of a Request for Release from the General
Master Servicer and the Co-op Master Servicer,  if applicable,  release or cause
to be  released  to the Sole  Certificateholder  or any  designee  thereof,  the
Mortgage  Files  for  the  remaining   Mortgage  Loans  and  shall  execute  all
assignments,  endorsements  and other  instruments  furnished  to it by the Sole
Certificateholder  as shall be necessary to effectuate  transfer of the Mortgage
Loans  and REO  Properties  remaining  in the  Trust,  and the  Trust  shall  be
liquidated in accordance with Section 10.2. For federal income tax purposes, the
Sole Certificateholder shall be deemed to have purchased the assets of REMIC III
for an amount equal to the  remaining  Certificate  Balance of its  Certificates
(other than the Residual  Certificates),  plus  accrued,  unpaid  interest  with
respect  thereto,  and the Trustee  shall  credit such amounts  against  amounts
distributed in respect of such  Certificates.  The remaining  Mortgage Loans and
REO  Properties  are  deemed  distributed  to  the  Sole   Certificateholder  in
liquidation of the Trust Fund pursuant to Section 10.2.

            (e) Upon the  termination of the Trust,  any funds held by the Class
EI Grantor Trust shall be distributed to the Class EI  Certificateholders,  on a
pro rata basis.

            (f) Subject to Section 1.6, upon the sale of the San Tomas A Note by
the Trust or the  payment in full of the San Tomas A Note,  the San Tomas B Note
shall no longer be subject to this  Agreement and shall no longer be serviced by
the applicable Master Servicer or the applicable Special Servicer.

            Section 10.2 Procedure Upon  Termination of Trust. (a) Notice of any
termination  pursuant  to  the  provisions  of  Section  10.1,   specifying  the
Distribution  Date upon  which the final  distribution  shall be made,  shall be
given  promptly  by the  Trustee by first  class mail to the Paying  Agent,  the
Rating   Agencies,   the  Class  R-I,  Class  R-II,   REMIC  III  and  Class  EI
Certificateholders  mailed  no later  than  ten  days  prior to the date of such
termination.  Such notice  shall  specify (A) the  Distribution  Date upon which
final  distribution  on the  Class  R-I,  Class  R-II,  REMIC  III and  Class EI
Certificates will be made, and upon presentation and surrender of the Class R-I,
Class R-II,  REMIC III and the Class EI  Certificates at the office or agency of
the  Certificate  Registrar  therein  specified,  and (B) that the  Record  Date
otherwise  applicable to such Distribution Date is not applicable,  distribution
being made only upon  presentation  and surrender of the Class R-I,  Class R-II,
REMIC III and Class EI  Certificates  at the office or agency of the Certificate
Registrar therein specified. The Trustee shall give such notice to the Depositor
and the Certificate Registrar at the time such notice is given to Holders of the
Class  R-I,  Class  R-II,  REMIC  III and Class EI  Certificates.  Upon any such
termination,  the duties of the Certificate  Registrar with respect to the Class
R-I, Class R-II,  REMIC III and Class EI  Certificates  shall  terminate and the
Trustee shall terminate, or request the Master Servicers and the Paying Agent to
terminate,  the Certificate  Accounts and the Distribution Account and any other
account or fund  maintained  with  respect to the  Certificates,  subject to the
Paying  Agent's  obligation  hereunder to hold all amounts  payable to the Class
R-I,  Class R-II,  REMIC III and Class EI  Certificateholders  in trust  without
interest pending such payment.

            (b) In the event  that all of the  Holders  do not  surrender  their
certificates  evidencing  the  Class  R-I,  Class  R-II,  REMIC III and Class EI
Certificates  for  cancellation  within three months after the time specified in
the  above-mentioned  written  notice,  the  Certificate  Registrar shall give a
second  written  notice to the remaining  Class R-I,  Class R-II,  REMIC III and
Class EI Certificateholders to surrender their certificates evidencing the Class
R-I,  Class  R-II,  REMIC III and Class EI  Certificates  for  cancellation  and
receive the final  distribution  with respect thereto.  If within one year after
the second notice any Class R-I, Class R-II, REMIC III and Class EI Certificates
shall not have been surrendered for cancellation,  the Certificate Registrar may
take appropriate steps to contact the remaining Class R-I, Class R-II, REMIC III
and Class EI Certificateholders  concerning surrender of such certificates,  and
the cost thereof shall be paid out of the amounts distributable to such Holders.
If within two years  after the second  notice  any such Class R-I,  Class  R-II,
REMIC  III and  Class EI  Certificates  shall  not  have  been  surrendered  for
cancellation,  the Paying Agent shall,  subject to applicable state law relating
to escheatment,  hold all amounts  distributable to such Holders for the benefit
of such Holders.  No interest shall accrue on any amount held by the Trustee and
not   distributed  to  a  Class  R-I,  Class  R-II,   REMIC  III  and  Class  EI
Certificateholders  due to such  Certificateholder's  failure to  surrender  its
Certificate(s) for payment of the final distribution  thereon in accordance with
this Section. Any money held by the Paying Agent pending distribution under this
Section 10.2 after 90 days after the adoption of a plan of complete  liquidation
shall be deemed for tax purposes to have been  distributed  from the REMIC Pools
and shall be beneficially owned by the related Holder.

            Section 10.3  Additional  Trust  Termination  Requirements.  (a) The
Trust and each REMIC Pool shall be terminated  in accordance  with the following
additional requirements, unless at the request of a Master Servicer or the Class
R-I  Certificateholders,  as the case may be, the Trustee seeks,  and the Paying
Agent subsequently receives an Opinion of Counsel (at the expense of such Master
Servicer or the Class R-I Certificateholders,  as the case may be), addressed to
the  Depositor,  the Trustee and the Paying Agent to the effect that the failure
of the Trust to comply with the  requirements  of this Section 10.3 will not (i)
result in the imposition of taxes on "prohibited transactions" on any REMIC Pool
under the REMIC  Provisions or (ii) cause any REMIC Pool to fail to qualify as a
REMIC at any time that any Certificates are outstanding:

            (i)  Within  89 days  prior to the time of the  making  of the final
      payment  on the REMIC  III and Class EI  Certificates  the  Trustee  shall
      prepare and (on behalf of the REMIC I, REMIC II and REMIC III) shall adopt
      a  plan  of  complete   liquidation  of  each  REMIC  Pool,   meeting  the
      requirements of a qualified liquidation under the REMIC Provisions,  which
      plan need not be in any  special  form and the date of which,  in general,
      shall be the date of the notice  specified in Section 10.2(a) and shall be
      specified in a statement  attached to the final federal  income tax return
      of each REMIC Pool;

            (ii) At or after  the date of  adoption  of such a plan of  complete
      liquidation  and at or prior to the time of making of the final payment on
      the REMIC III and Class EI Certificates, the Trustee shall sell all of the
      assets of the Trust for cash at the  Termination  Price;  provided that if
      the Holders of the Class R-I Certificates are purchasing the assets of the
      Trust, the amount to be paid by such Holders may be paid net of the amount
      to be paid to such Holders as final distributions on any Certificates held
      by such Holders;

            (iii)  At  the  time  of the  making  of the  final  payment  on the
      Certificates,  the Paying Agent shall distribute or credit, or cause to be
      distributed or credited,  (A) to the Holders of the Class R-I Certificates
      all assets of REMIC I  remaining  after such final  payment of the REMIC I
      Regular  Interests,  (B) to the Holders of the Class R-II Certificates all
      remaining  assets of REMIC II after  such  final  payment  of the REMIC II
      Regular  Interests and (C) to the Holders of the Class R-III  Certificates
      all  remaining  assets of REMIC III (in each case other than cash retained
      to meet claims), and the Trust shall terminate at that time; and

            (iv) In no  event  may the  final  payment  on the  REMIC I  Regular
      Interests, REMIC II Regular Interests or REMIC III Regular Certificates or
      the  final   distribution  or  credit  to  the  Holders  of  the  Residual
      Certificates,  respectively,  be made  after the 89th day from the date on
      which the plan of complete liquidation is adopted.

            (b) By  their  acceptance  of the  Class  R-I,  Class  R-II or R-III
Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee
to take such action as may be necessary to adopt a plan of complete  liquidation
of each REMIC Pool and (ii) agree to take such other  action as may be necessary
to adopt a plan of complete liquidation of the Trust upon the written request of
the Depositor,  which  authorization  shall be binding upon all successor  Class
R-I, Class R-II and Class R-III Certificateholders, respectively.

                                   ARTICLE XI

                          RIGHTS OF CERTIFICATEHOLDERS

            The  provisions  of this Article XI shall apply to each of the REMIC
Regular  Certificateholders  and  Residual   Certificateholders  to  the  extent
appropriate.

            Section  11.1  Limitation  on  Rights of  Holders.  (a) The death or
incapacity  of  any  Certificateholder  shall  not  operate  to  terminate  this
Agreement   or  the  Trust,   nor   entitle   such   Certificateholder's   legal
representatives or heirs to claim an accounting or take any action or proceeding
in any court for a partition or winding up of the Trust,  nor  otherwise  affect
the rights, obligations and liabilities of the parties hereto or any of them.

            (b)   Except   as   otherwise    expressly   provided   herein,   no
Certificateholder,  solely by virtue of its status as a Certificateholder, shall
have any right to vote or in any manner  otherwise  control the Master Servicers
or operation and  management  of the Trust,  or the  obligations  of the parties
hereto,  nor shall anything  herein set forth,  or contained in the terms of the
Certificates,  be construed so as to constitute the Certificateholders from time
to  time  as   partners   or   members   of  an   association,   nor  shall  any
Certificateholder  be under any  liability  to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

            (c) If a  Certificateholder  is also a Mortgagor with respect to any
Mortgage Loan, such  Certificateholder  shall have no right to vote with respect
to  any  matters   concerning   such   Mortgage   Loan.   In   addition,   if  a
Certificateholder is also one of the Special Servicers,  such  Certificateholder
shall  have no  right to vote  with  respect  to  compensation  to such  Special
Servicer or any waiver of a default with respect to a Mortgage Loan.

            (d)  No  Certificateholder,  solely  by  virtue  of  its  status  as
Certificateholder,  shall  have  any  right  by  virtue  or by  availing  of any
provision of this  Agreement  to institute  any suit,  action or  proceeding  in
equity or at law upon or under or with  respect  to this  Agreement  unless  the
Holders of Certificates  evidencing not less than 50% of the Aggregate Principal
Amount of the Certificates then outstanding shall have made written request upon
the Trustee to institute  such  action,  suit or  proceeding  in its own name as
Trustee  hereunder  and  shall  have  offered  to the  Trustee  such  reasonable
indemnity as it may require  against the cost,  expenses and  liabilities  to be
incurred therein or thereby,  and the Trustee,  for sixty days after its receipt
of such notice, request and offer of indemnity,  shall have neglected or refused
to institute any such action,  suit or proceeding and no direction  inconsistent
with such  written  request  has been given the Trustee  during  such  sixty-day
period by such  Certificateholders;  it being understood and intended, and being
expressly    covenanted   by   each    Certificateholder    with   every   other
Certificateholder  and the Trustee,  that no one or more Holders of Certificates
shall  have any right in any manner  whatever  by virtue or by  availing  of any
provision of this  Agreement to affect,  disturb or prejudice  the rights of the
Holders  of any  other of such  Certificates,  or to  obtain  or seek to  obtain
priority over or  preference  to any other such Holder,  or to enforce any right
under this  Agreement,  except in the manner herein provided and for the benefit
of all Certificateholders.  For the protection and enforcement of the provisions
of this  Section,  each and every  Certificateholder  and the  Trustee  shall be
entitled to such relief as can be given either at law or in equity.

            Section  11.2 Access to List of Holders.  (a) If the Paying Agent is
not acting as Certificate  Registrar,  the Certificate Registrar will furnish or
cause to be furnished to the Trustee and the Paying Agent,  within 15 days after
receipt by the  Certificate  Registrar of a request by the Trustee or the Paying
Agent,  as the case may be, in writing,  a list,  in such form as the Trustee or
the Paying Agent, as the case may be, may reasonably  require,  of the names and
addresses of the  Certificateholders  of each Class as of the most recent Record
Date.

            (b) If the Depositor,  the Operating Adviser, a Special Servicer,  a
Master Servicer,  the Trustee or three or more Holders (hereinafter  referred to
as  "applicants,"  with a single Person which  (together with its Affiliates) is
the  Holder  of more  than one Class of  Certificates  being  viewed as a single
"applicant"  for these  purposes)  apply in writing to the Paying Agent and such
application  states that the applicants desire to communicate with other Holders
with respect to their rights under this Agreement or under the  Certificates and
is accompanied by a copy of the communication  which such applicants  propose to
transmit,  then the Paying  Agent  shall,  within five  Business  Days after the
receipt  of such  application,  send,  at such  Person's  expense,  the  written
communication  proffered by the  applicants to all  Certificateholders  at their
addresses as they appear in the Certificate Register.

            (c) Every  Holder,  by receiving and holding a  Certificate,  agrees
with the Depositor,  the  Certificate  Registrar,  the Paying Agent,  the Master
Servicers, the Special Servicers and the Trustee that neither the Depositor, the
Certificate  Registrar,  the Paying  Agent,  the Master  Servicers,  the Special
Servicers nor the Trustee shall be held  accountable by reason of the disclosure
of any such information as to the names and addresses of the  Certificateholders
hereunder, regardless of the source from which such information was derived.

            Section  11.3 Acts of  Holders  of  Certificates.  (a) Any  request,
demand,  authorization,  direction,  notice,  consent,  waiver  or other  action
provided  by this  Agreement  to be given or taken by Holders may be embodied in
and evidenced by one or more instruments of  substantially  similar tenor signed
by such Holders in person or by agent duly appointed in writing;  and, except as
herein  otherwise  expressly  provided,  such action shall become effective when
such  instrument or  instruments  are delivered to the Trustee and,  where it is
hereby  expressly  required,  to  the  Depositor  and  the  Paying  Agent.  Such
instrument or instruments (as the action embodies therein and evidenced thereby)
are  herein  sometimes  referred  to as an "Act"  of the  Holders  signing  such
instrument  or  instruments.  Proof of execution of any such  instrument or of a
writing  appointing  any such agents shall be sufficient for any purpose of this
Agreement and  conclusive in favor of the Trustee,  the Depositor and the Paying
Agent,  if made in the manner  provided in this Section.  The Trustee  agrees to
promptly notify the Depositor of any such instrument or instruments  received by
it, and to promptly forward copies of the same.

            (b) The fact and date of the  execution  by any  Person  of any such
instrument  or  writing  may be proved  by the  affidavit  of a witness  of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments or deeds,  certifying that the individual signing
such  instrument or writing  acknowledged to such notary public or other officer
the execution thereof. Whenever such execution is by an officer of a corporation
or a member of a partnership on behalf of such corporation or partnership,  such
certificate  or  affidavit  shall  also  constitute  sufficient  proof  of  such
officer's or member's authority.  The fact and date of the execution of any such
instrument or writing,  or the authority of the  individual  executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

            (c) The ownership of Certificates  (notwithstanding  any notation of
ownership or other writing  thereon made by anyone other than the Trustee) shall
be proved by the Certificate Register, and neither the Trustee nor the Depositor
nor the Paying Agent shall be affected by any notice to the contrary.

            (d) Any request, demand, authorization,  direction, notice, consent,
waiver or other action by the Holder of any Certificate  shall bind every future
Holder of the same Certificate and the Holder of every  Certificate  issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof,
in respect of anything done, omitted or suffered to be done by the Trustee,  the
Paying Agent or the  Depositor in reliance  thereon,  whether or not notation of
such action is made upon such Certificate.

                                   ARTICLE XII

                     REMIC AND GRANTOR TRUST ADMINISTRATION

            The  provisions  of this  Article XII shall apply to each REMIC Pool
and the Class EI Grantor Trust, as applicable.

            Section 12.1 REMIC  Administration.  (a) An election will be made by
the Paying Agent on behalf of the Trustee to treat the segregated pool of assets
consisting of the Mortgage Loans (other than Excess Interest  payable  thereon),
such amounts as shall from time to time be held in the Certificate Accounts, the
Interest Reserve Accounts, the Distribution Account and the Reserve Account, the
Insurance  Policies and any REO Account and REO  Properties as a REMIC (REMIC I)
under the Code, other than any portion of the foregoing amounts allocable to the
San Tomas B Note.  Such election will be made on Form 1066 or other  appropriate
federal  tax or  information  return or any  appropriate  state  return  for the
taxable  year ending on the last day of the  calendar  year in which the REMIC I
Interests  are  issued.  For  purposes  of such  election,  the  REMIC I Regular
Interests shall each be designated as a separate class of "regular interests" in
REMIC I and the Class R-I Certificates  shall be designated as the sole class of
"residual  interests"  in REMIC I. The  Trustee  and the Paying  Agent shall not
permit the  creation of any  "interests"  (within the meaning of Section 860G of
the Code) in any of the REMIC  Pools  other than the REMIC I Regular  Interests,
the REMIC II  Regular  Interests,  the REMIC III  Regular  Certificates  and the
Residual Certificates.

            An election will be made by the Paying Agent to treat the segregated
pool of assets consisting of the REMIC I Regular Interests as a REMIC (REMIC II)
under the Code.  Such  election  will be made on Form 1066 or other  appropriate
federal  tax or  information  return or any  appropriate  state  return  for the
taxable year ending on the last day of the  calendar  year in which the REMIC II
Interests are issued.  For the purposes of such  election,  the REMIC II Regular
Interests  shall be  designated  as the "regular  interests" in REMIC II and the
Class R-II  Certificates  shall be designated as the sole class of the "residual
interests" in REMIC II.

            An election will be made by the Paying Agent to treat the segregated
pool of assets  consisting  of the REMIC II Regular  Interests as a REMIC (REMIC
III)  under  the  Code.  Such  election  will  be made  on  Form  1066 or  other
appropriate  federal tax or information  return or any appropriate  state return
for the taxable  year ending on the last day of the  calendar  year in which the
REMIC III Certificates are issued. For purposes of such election, the Class A-1,
Class A-2,  Class A-3,  Class A-4,  Class B, Class C, Class D, Class E, Class F,
Class G,  Class H,  Class J,  Class K, Class L, Class M, Class N, Class O, Class
X-1, Class X-2 and Class X-Y  Certificates,  shall be designated as the "regular
interests" in REMIC III and the Class R-III  Certificates shall be designated as
the sole class of "residual interests" in REMIC III.

            (b) The Closing Date is hereby  designated  as the "Startup  Day" of
each REMIC Pool within the meaning of Section 860G(a)(9) of the Code.

            The assets of the Class EI Grantor Trust, consisting of the right to
any  Excess  Interest  in  respect  of the ARD  Loans  and the  Excess  Interest
Sub-account,  shall be held by the Trustee for the benefit of the Holders of the
Class EI  Certificates,  which Class EI  Certificates,  in the  aggregate,  will
evidence  100%  beneficial  ownership  of such assets from and after the Closing
Date.  It is intended  that the portion of the Trust  consisting of the Class EI
Grantor  Trust  will be  treated  as a grantor  trust  for  federal  income  tax
purposes, and each of the parties to this Agreement agrees that it will not take
any action that is inconsistent with establishing or maintaining such treatment.
The Trustee  shall be deemed to hold and shall  account for the Class EI Grantor
Trust  separate  and apart  from the  assets of REMIC I,  REMIC II and REMIC III
created hereunder.

            (c) The Paying Agent shall pay all routine tax related expenses (not
including  any taxes,  however  denominated,  including  any  additions  to tax,
penalties and interest) of each REMIC Pool,  excluding any professional  fees or
extraordinary  expenses  related  to audits or any  administrative  or  judicial
proceedings  with respect to each REMIC Pool that  involve the Internal  Revenue
Service or state tax authorities.

            (d) The Paying Agent shall cause to be prepared,  signed, and timely
filed  with the  Internal  Revenue  Service,  on behalf of each REMIC  Pool,  an
application for a taxpayer identification number for such REMIC Pool on Internal
Revenue  Service  Form SS-4.  The Paying  Agent,  upon receipt from the Internal
Revenue Service of the Notice of Taxpayer Identification Number Assigned,  shall
promptly  forward  a copy  of  such  notice  to the  Depositor  and  the  Master
Servicers.  The Paying Agent shall  prepare and file Form 8811 on behalf of each
REMIC Pool and shall designate an appropriate  Person to respond to inquiries by
or on behalf of  Certificateholders  for  original  issue  discount  and related
information in accordance with applicable provisions of the Code.

            (e) The Paying Agent shall prepare and file, or cause to be prepared
and filed,  all of each REMIC Pool's  federal and state income or franchise  tax
and  information  returns as such REMIC Pool's  direct  representative,  and the
Trustee  shall sign such  returns;  the  expenses of  preparing  and filing such
returns shall be borne by the Paying Agent,  except that if additional state tax
returns are  required to be filed in more than three  states,  the Paying  Agent
shall be entitled, with respect to any such additional filings, to (i) be paid a
reasonable  fee and (ii)  receive its  reasonable  costs and  expenses,  both as
amounts reimbursable  pursuant to Section 5.2(a)(vi) hereof. The Depositor,  the
Master  Servicers and the Special  Servicers  shall provide on a timely basis to
the Paying Agent or its designee such  information  with respect to the Trust or
any  REMIC  Pool  as is in its  possession,  which  the  Depositor  or a  Master
Servicers and a Special Servicers has received or prepared by virtue of its role
as Depositor or Master Servicer and a Special Servicer  hereunder and reasonably
requested by the Paying Agent to enable it to perform its obligations under this
subsection,  and the Paying Agent shall be entitled to conclusively rely on such
information in the performance of its obligations hereunder. The Depositor shall
indemnify the Trust, the Trustee,  the Paying Agent and the Fiscal Agent for any
liability  or  assessment  against  any of them or  cost or  expense  (including
attorneys'  fees) incurred by them  resulting from any error  resulting from bad
faith,  negligence,  or willful  malfeasance  of the  Depositor in providing any
information  for which the Depositor is responsible  for preparing.  Each Master
Servicer and each  Special  Servicer  shall  indemnify  the Trustee,  the Fiscal
Agent,  the Paying  Agent and the  Depositor  for any  liability  or  assessment
against the Trustee,  the Fiscal Agent,  the Depositor,  the Paying Agent or any
REMIC Pool and any  expenses  incurred  in  connection  with such  liability  or
assessment  (including  attorneys' fees) resulting from any error in any of such
tax or information returns resulting from errors in the information  provided by
such Master Servicer or such Special Servicer,  as the case may, be or caused by
the negligence,  willful misconduct or bad faith of such Master Servicer or such
Special  Servicer,  as the case may be. The Paying  Agent  shall  indemnify  the
Master  Servicers,  the Depositor or any REMIC Pool for any expense  incurred by
any Master  Servicer,  the Depositor and any REMIC Pool resulting from any error
in  any  of  such  tax or  information  returns  resulting  from  errors  in the
preparation of such returns caused by the negligence,  willful misconduct or bad
faith of the Paying Agent. Each indemnified  party shall immediately  notify the
indemnifying  party or parties of the  existence of a claim for  indemnification
under this Section 12.1(e),  and provide the indemnifying  party or parties,  at
the expense of such indemnifying party or parties, an opportunity to contest the
tax or  assessment  or expense  giving  rise to such  claim,  provided  that the
failure to give such  notification  rights shall not affect the  indemnification
rights  in  favor  of any  REMIC  Pool  under  this  Section  12.1(e).  Any such
indemnification  shall  survive  the  resignation  or  termination  of a  Master
Servicer,  the Paying Agent or a Special  Servicer,  or the  termination of this
Agreement.

            (f) The Paying Agent shall  perform on behalf of each REMIC Pool all
reporting and other tax compliance  duties that are the  responsibility  of such
REMIC Pool under the Code, REMIC Provisions, or other compliance guidance issued
by the Internal  Revenue Service or any state or local taxing  authority.  Among
its other  duties,  the Paying Agent shall  provide (i) to the Internal  Revenue
Service or other  Persons  (including,  but not limited to, the  Transferor of a
Residual  Certificate,  to a Disqualified  Organization  or to an agent that has
acquired a Residual  Certificate on behalf of a Disqualified  Organization) such
information  as is  necessary  for the  application  of any tax  relating to the
transfer of a Residual Certificate to any Disqualified  Organization and (ii) to
the  Certificateholders  such information or reports as are required by the Code
or REMIC Provisions.

            (g) The  Paying  Agent  shall  forward  to the  Depositor  copies of
quarterly  and annual REMIC tax returns and Internal  Revenue  Service Form 1099
information  returns and such other information within the control of the Paying
Agent as the Depositor may reasonably request in writing.  Moreover,  the Paying
Agent  shall  forward  to each  Certificateholder  such forms and  furnish  such
information  within its control as are  required by the Code to be  furnished to
them,  shall prepare and file with the appropriate  state  authorities as may to
the actual knowledge of a Responsible Officer of the Paying Agent be required by
applicable law and shall prepare and disseminate to Certificateholders  Internal
Revenue Service Forms 1099 (or otherwise furnish  information within the control
of the Paying Agent) to the extent  required by applicable law. The Paying Agent
will  make  available  to any  Certificateholder  any  tax  related  information
required to be made available to Certificateholders pursuant to the Code and any
regulations thereunder.

            (h) The Holder of more than 50% of the Percentage Interests in Class
R-I, Class R-II and Class R-III  Certificates,  respectively (or of the greatest
percentage  of such Class R-I,  Class R-II and Class  R-III  Certificates  if no
Holder holds more than 50% thereof),  shall be the  applicable  REMIC Pool's Tax
Matters Person. The duties of the Tax Matters Person for each of the REMIC Pools
are hereby delegated to the Paying Agent and each Residual Certificateholder, by
acceptance  of its  Residual  Certificate,  agrees,  on behalf of itself and all
successor holders of such Residual Certificate, to such delegation to the Paying
Agent as their agent and attorney in fact. If the Code or applicable regulations
prohibits the Paying Agent from signing any applicable Internal Revenue Service,
court or other administrative documents or from acting as Tax Matters Person (as
an agent or otherwise), the Paying Agent shall take whatever action is necessary
for the signing of such  documents  and  designation  of a Tax  Matters  Person,
including the designation of such Residual  Certificateholder.  The Paying Agent
shall not be  required  to expend or risk its own funds or  otherwise  incur any
other financial  liability in the performance of its duties  hereunder or in the
exercise  of any of its rights or powers  (except to the extent of the  ordinary
expenses  of  performing  its  duties  under this  Agreement),  if it shall have
reasonable  grounds  for  believing  that  repayment  of such funds or  adequate
indemnity against such risk or liability is not reasonably assured to it.

            (i) The  Trustee,  the Paying  Agent,  the  Holders of the  Residual
Certificates, the Master Servicers and the Special Servicers shall each exercise
reasonable  care, to the extent within its control,  and with respect to each of
the Trustee,  Paying  Agent,  the Master  Servicers  and the Special  Servicers,
within the scope of its express  duties,  and shall each act in accordance  with
this  Agreement  and the REMIC  Provisions  in order to create and  maintain the
status of each REMIC Pool as a REMIC and the Class EI Grantor Trust as a grantor
trust or, as appropriate,  adopt a plan of complete  liquidation with respect to
each REMIC Pool.

            (j) The Trustee, the Paying Agent, the Master Servicers, the Special
Servicers,  the Fiscal Agent and the Holders of Residual  Certificates shall not
take any  action or fail to take any  action or cause any REMIC Pool to take any
action or fail to take any action if any of such  persons  knows or could,  upon
the exercise of reasonable  diligence,  know,  that,  under the REMIC Provisions
such action or failure, as the case may be, could (i) endanger the status of any
REMIC Pool as a REMIC or (ii) result in the  imposition  of a tax upon any REMIC
Pool (including but not limited to the tax on prohibited transactions as defined
in Code Section 860F(a)(2)) or (iii) endanger the status of the Class EI Grantor
Trust  unless the  Trustee  and the Paying  Agent  have  received  an Opinion of
Counsel (at the expense of the party  seeking to take such action) to the effect
that the  contemplated  action  will not  endanger  such status or result in the
imposition  of such a tax. Any action  required  under this section  which would
result in an unusual or unexpected expense shall be undertaken at the expense of
the party  seeking the Trustee,  the Paying Agent or the Holders of the Residual
Certificates to undertake such action.  Under no  circumstances  may the Trustee
vary the  assets  of the  Class EI  Grantor  Trust  so as to take  advantage  of
variations  in the market so as to improve  the rate of return of Holders of the
Class EI Certificates.

            (k) In the event  that any tax is  imposed  on REMIC I,  REMIC II or
REMIC III,  including,  without limitation,  "prohibited  transactions" taxes as
defined  in  Section  860F(a)(2)  of the  Code,  any  tax on  "net  income  from
foreclosure  property" as defined in Section  860G(c) of the Code,  any taxes on
contributions  to REMIC I, REMIC II or REMIC III after the Startup Day  pursuant
to  Section  860G(d) of the Code,  and any other tax  imposed by the Code or any
applicable  provisions  of state or local tax laws (other than any tax permitted
to be incurred by the Special Servicers pursuant to Section 9.14(e)),  such tax,
together with all incidental costs and expenses (including,  without limitation,
penalties and reasonable  attorneys' fees), shall be charged to and paid by: (i)
the Paying  Agent,  if such tax arises out of or results from a breach of any of
its  obligations  under this  Agreement;  (ii) a Special  Servicer,  if such tax
arises out of or results  from a breach by such  Special  Servicer of any of its
obligations  under this Agreement;  (iii) a Master Servicer,  if such tax arises
out  of or  results  from  a  breach  by  such  Master  Servicer  of  any of its
obligations under this Agreement;  (iv) the Fiscal Agent, if such tax arises out
of or results from a breach by the Fiscal Agent of any of its obligations  under
this Agreement;  and (v) the Trust in all other instances.  Any tax permitted to
be incurred  by the  Special  Servicers  pursuant  to Section  9.14(e)  shall be
charged to and paid by the Trust from the net income  generated  on the  related
REO Property. Any such amounts payable by the Trust in respect of taxes shall be
paid by the Paying Agent out of amounts on deposit in the Distribution Account.

            (l) The Paying Agent and, to the extent that records are  maintained
by the Master  Servicers or the Special  Servicers in the normal course of their
businesses,  the Master  Servicers and the Special  Servicers shall, for federal
income tax purposes,  maintain books and records with respect to each REMIC Pool
on a calendar  year and on an accrual  basis,  and with  respect to the Class EI
Grantor Trust,  on the cash or accrual  method and so as to enable  reporting to
Holders  of Class EI  Certificates  based on  their  annual  accounting  period.
Notwithstanding  anything to the contrary contained herein, except to the extent
provided  otherwise  in the  Mortgage  Loans or in the  Mortgages,  all  amounts
collected  on the Mortgage  Loans shall,  for federal  income tax  purposes,  be
allocated  first to interest  due and payable on the Mortgage  Loans  (including
interest on overdue interest,  other than additional  interest at a penalty rate
payable  following  a  default).  The  books  and  records  must  be  sufficient
concerning  the nature and amount of each REMIC Pool's  investments to show that
such REMIC Pool has complied with the REMIC Provisions.

            (m) Neither the Trustee,  the Paying Agent, the Master Servicers nor
the Special  Servicers  shall enter into any arrangement by which any REMIC Pool
will receive a fee or other compensation for services.

            (n) In order to enable the Paying Agent to perform its duties as set
forth  herein,  the Depositor  shall  provide,  or cause to be provided,  to the
Paying Agent within ten days after the Closing Date all information or data that
the Paying Agent  reasonably  determines  to be relevant for tax purposes on the
valuations  and  offering  prices  of  the  Certificates,   including,   without
limitation,  the yield,  prepayment assumption,  issue prices and projected cash
flows of the  Certificates,  as applicable,  and the projected cash flows of the
Mortgage Loans.  Thereafter,  the Depositor shall provide to the Paying Agent or
its designee, promptly upon request therefor, any such additional information or
data within the  Depositor's  possession or knowledge that the Paying Agent may,
from time to time,  reasonably  request in order to enable  the Paying  Agent to
perform its duties as set forth herein.  The Paying Agent is hereby  directed to
use any and all  such  information  or data  provided  by the  Depositor  in the
preparation  of all federal and state  income or franchise  tax and  information
returns  and  reports  for each REMIC  Pool to  Certificateholders  as  required
herein.  The Depositor  hereby  indemnifies the Trustee,  the Paying Agent,  the
Fiscal Agent and each REMIC Pool for any losses,  liabilities,  damages, claims,
expenses  (including  attorneys' fees) or assessments  against the Trustee,  the
Paying  Agent,  the Fiscal  Agent and each REMIC Pool arising from any errors or
miscalculations  of the Paying  Agent  pursuant to this Section that result from
any failure of the  Depositor to provide,  or to cause to be provided,  accurate
information or data to the Paying Agent (but not resulting from the  methodology
employed by the Paying Agent) on a timely basis and such  indemnification  shall
survive the  termination of this Agreement and the termination or resignation of
the Paying Agent and the Fiscal Agent.

            The  Paying  Agent  agrees  that  all  such  information  or data so
obtained by it are to be regarded as confidential information and agrees that it
shall use its reasonable best efforts to retain in confidence,  and shall ensure
that its officers, employees and representatives retain in confidence, and shall
not disclose,  without the prior written consent of the Depositor, any or all of
such  information  or  data,  or make  any use  whatsoever  (other  than for the
purposes contemplated by this Agreement) of any such information or data without
the prior written consent of the Depositor, unless such information is generally
available  to the  public  (other  than as a result of a breach of this  Section
12.1(n)) or is required by law or applicable  regulations  to be disclosed or is
disclosed  (i) to  independent  auditors  and  accountants,  counsel  and  other
professional  advisers of the Paying Agent and its parent, or (ii) in connection
with its rights and obligations under this Agreement.

            (o) At  all  times  as may be  required  by  the  Code,  the  Master
Servicers  will to the extent within their control and the scope of their duties
more specifically set forth herein,  maintain substantially all of the assets of
REMIC I as "qualified  mortgages"  as defined in Section  860G(a)(3) of the Code
and "permitted investments" as defined in Section 860G(a)(5) of the Code.

            (p)   For   the   purposes   of   Treasury    Regulations    Section
1.860G-1(a)(4)(iii),  the  "latest  possible  maturity  date" for each  Class of
Certificates  representing  a regular  interest in REMIC III,  for each Class of
REMIC I Regular  Interests  and for each Class of REMIC II Regular  Interests is
the Final Rated Distribution Date.

            Section 12.2 Prohibited  Transactions  and  Activities.  Neither the
Trustee,  the Paying Agent, the Master Servicers nor the Special Servicers shall
permit  the sale,  disposition  or  substitution  of any of the  Mortgage  Loans
(except  in a  disposition  pursuant  to (i) the  foreclosure  or  default  of a
Mortgage Loan,  (ii) the  bankruptcy or insolvency of any REMIC Pool,  (iii) the
termination of any REMIC Pool in a "qualified liquidation" as defined in Section
860F(a)(4) of the Code, or (iv) a  substitution  pursuant to Article II hereof),
nor acquire  any assets for the Trust,  except as provided in Article II hereof,
nor  sell  or  dispose  of  any  investments  in  the  Certificate  Accounts  or
Distribution  Account for gain, nor accept any  contributions  to any REMIC Pool
(other than a cash  contribution  during the  3-month  period  beginning  on the
Startup  Day),  unless it has  received an Opinion of Counsel (at the expense of
the  Person  requesting  such  action)  to the  effect  that  such  disposition,
acquisition,  substitution,  or  acceptance  will not (A) affect  adversely  the
status of any REMIC Pool as a REMIC or of the REMIC III Regular  Certificates as
the  regular  interests  therein,  (B) affect the  distribution  of  interest or
principal  on the  Certificates,  (C)  result in the  encumbrance  of the assets
transferred or assigned to any REMIC Pool (except  pursuant to the provisions of
this  Agreement)  or  (D)  cause  any  REMIC  Pool  to be  subject  to a tax  on
"prohibited transactions" or "prohibited contributions" or other tax pursuant to
the REMIC Provisions.

            Section  12.3  Modifications  of  Mortgage  Loans.   Notwithstanding
anything to the  contrary in this  Agreement,  neither the  Trustee,  the Paying
Agent, the applicable Master Servicer nor the applicable  Special Servicer shall
permit  any  modification  of a Money  Term of a  Mortgage  Loan or a  Specially
Serviced  Mortgage  Loan that is not in  default  or as to which  default is not
reasonably  foreseeable unless (i) the Trustee, the applicable Special Servicer,
Paying   Agent   and  the   applicable   Master   Servicer   have   received   a
Nondisqualification  Opinion or a ruling from the Internal  Revenue  Service (at
the expense of the party making the request that the applicable  Master Servicer
or the  applicable  Special  Servicer  modify the  Mortgage  Loan or a Specially
Serviced  Mortgage  Loan) to the  effect  that  such  modification  would not be
treated as an exchange  pursuant to Section 1001 of the Code (or, if it would be
so treated, would not be treated as a "significant modification" for purposes of
Treasury  Regulations Section 1.860G-2(b) of the Code) or (ii) such modification
meets the requirements set forth in Sections 8.18 or 9.5.

            Section 12.4  Liability  with  Respect to Certain  Taxes and Loss of
REMIC  Status.  In the event  that any REMIC  Pool  fails to qualify as a REMIC,
loses its status as a REMIC,  or incurs state or local taxes, or tax as a result
of a prohibited transaction or prohibited contribution subject to taxation under
the REMIC  Provisions due to the negligent  performance by either the Trustee or
the Paying Agent of its respective duties and obligations set forth herein,  the
Trustee or the Paying  Agent,  as the case may be,  shall be liable to the REMIC
Pools and the  Holders  of the  Residual  Certificates  for any and all  losses,
claims,  damages,   liabilities  or  expenses  ("Losses")  resulting  from  such
negligence and relating to the Residual  Certificates;  provided,  however, that
the Trustee,  or the Paying Agent,  as  applicable,  shall not be liable for any
such Losses attributable to the action or inaction of the Master Servicers,  the
Special  Servicers,  the Trustee (with respect to the Paying Agent),  the Paying
Agent  (with  respect to the  Trustee),  the  Depositor  or the  Holders of such
Residual  Certificates  nor for any such  Losses  resulting  from any actions or
failure  to  act  based  upon   reliance  on  an  Opinion  of  Counsel  or  from
misinformation  provided by the Master  Servicers,  the Special  Servicers,  the
Trustee  (with respect to the Paying  Agent),  the Paying Agent (with respect to
the  Trustee),  the  Depositor or such Holders of the Residual  Certificates  on
which the  Trustee or the Paying  Agent,  as the case may be,  has  relied.  The
foregoing  shall not be deemed to limit or restrict  the rights and  remedies of
the Holders of the Residual  Certificates now or hereafter existing at law or in
equity.  The Trustee or the Paying  Agent shall be entitled to  intervene in any
litigation  in connection  with the  foregoing and to maintain  control over its
defense.

            Section 12.5 Grantor Trust  Reporting.  The parties  intend that the
portions of the Trust consisting of the Class EI Grantor Trust shall constitute,
and that the  affairs  of the  Trust  (exclusive  of the REMIC  Pools)  shall be
conducted so as to qualify  such  portion as, a "grantor  trust" under the Code,
and the provisions hereof shall be interpreted consistently with this intention.
In furtherance of such intention,  the Paying Agent shall furnish or cause to be
furnished  to the Class EI  Certificateholders  and shall  file,  or cause to be
filed with the Internal Revenue  Service,  together with Form 1041 or such other
form as may be applicable,  information  returns with respect to income relating
to their shares of the income and expenses of the Class EI Grantor Trust, at the
time or times and in the manner required by the Code.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

            Section 13.1 Binding Nature of Agreement.  This  Agreement  shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

            Section 13.2 Entire  Agreement.  This Agreement  contains the entire
agreement  and  understanding  between  the parties  hereto with  respect to the
subject matter hereof, and supersedes all prior and contemporaneous  agreements,
understandings, inducements and conditions, express or implied, oral or written,
of any nature whatsoever with respect to the subject matter hereof.  The express
terms hereof  control and  supersede any course of  performance  or usage of the
trade inconsistent with any of the terms hereof.

            Section 13.3 Amendment.  (a) This Agreement may be amended from time
to time by the parties  hereto,  without  notice to or the consent of any of the
Holders,  (i) to cure any  ambiguity,  (ii) to cause  the  provisions  herein to
conform to or be consistent  with or in furtherance of the statements  made with
respect  to the  Certificates,  the  Trust  or  this  Agreement  in the  Private
Placement  Memorandum,   the  Preliminary  Prospectus   Supplement,   the  Final
Prospectus  Supplement  or the  Prospectus,  or to  correct  or  supplement  any
provision  herein which may be inconsistent  with any other  provisions  herein,
(iii) to amend any  provision  hereof to the extent  necessary  or  desirable to
maintain the status of each REMIC Pool as a REMIC (or the  interest  represented
by the Class EI  Certificates  as a grantor  trust) for the  purposes of federal
income tax law (or comparable  provisions of state income tax law), (iv) to make
any other provisions with respect to matters or questions  arising under or with
respect to this Agreement not inconsistent  with the provisions  hereof,  (v) to
modify,  add to or eliminate the provisions of Article III relating to transfers
of  Residual  Certificates,  (vi) to amend any  provision  herein to the  extent
necessary or desirable to list the Certificates on a stock exchange,  including,
without  limitation,  the appointment of one or more  sub-paying  agents and the
requirement that certain  information be delivered to such sub-paying  agents or
(vii)  to make any  other  amendment  which  does not  adversely  affect  in any
material   respect  the   interests  of  any   Certificateholder   (unless  such
Certificateholder  consents). No such amendment effected pursuant to clause (i),
(ii) or  (iv) of the  preceding  sentence  shall  (A)  adversely  affect  in any
material respect the interests of any Holder not consenting thereto, without the
consent of 100% of the  Certificateholders or (B) adversely affect the status of
any REMIC  Pool as a REMIC (or the Class EI Grantor  Trust as a grantor  trust).
Prior to entering into any amendment  without the consent of Holders pursuant to
this   paragraph,   the  Trustee  may  require  an  Opinion  of  Counsel  and  a
Nondisqualification  Opinion (in the case of clauses (i), (ii) and (iii), at the
expense of the Depositor,  and otherwise at the expense of the party  requesting
such  amendment,  except  that if the  Trustee  requests  such  amendment,  such
amendment shall be at the expense of the Depositor,  if the Depositor consents),
to the effect that such amendment is permitted  under this  paragraph.  Any such
amendment  shall be deemed  not to  adversely  affect in any  material  economic
respect any Holder if the Trustee  receives a Rating  Agency  Confirmation  from
each  Rating  Agency  (and any  Opinion of Counsel  requested  by the Trustee in
connection  with any such amendment may rely expressly on such  confirmation  as
the basis therefor).

            (b) This  Agreement  may also be  amended  from  time to time by the
agreement of the parties hereto (without the consent of the  Certificateholders)
and with the written  confirmation  of the Rating  Agencies that such  amendment
would not cause  the  ratings  on any  Class of  Certificates  to be  qualified,
withdrawn or downgraded;  provided,  however, that such amendment may not effect
any of the  items  set forth in  clauses  (i)  through  (iv) of the  proviso  in
paragraph (c) of this Section 13.3. The Trustee may request,  at its option,  to
receive  a  Nondisqualification  Opinion  and an  Opinion  of  Counsel  that any
amendment pursuant to this Section 13.3(b) is permitted by this Agreement at the
expense of the party requesting the amendment.

            (c) This  Agreement  may also be  amended  from  time to time by the
parties  with the consent of the  Holders of not less than 51% of the  Aggregate
Certificate  Balance of the Certificates  then  outstanding,  for the purpose of
adding any  provisions  to or changing in any manner or  eliminating  any of the
provisions  of this  Agreement  or of  modifying in any manner the rights of the
Holders; provided that no such amendment may (i) reduce in any manner the amount
of,  or  delay  the  timing  of the  distributions  required  to be  made on any
Certificate  without the consent of the Holder of such Certificate,  (ii) reduce
the aforesaid  percentages  of Aggregate  Certificate  Percentage or Certificate
Balance,  the  Holders of which are  required  to consent to any such  amendment
without the consent of all the  Holders of each Class of  Certificates  affected
thereby,  (iii) no such amendment shall eliminate either Master Servicer's,  the
Trustee's or the Fiscal  Agent's  obligation  to Advance or alter the  Servicing
Standard  except as may be  necessary  or  desirable  to  comply  with the REMIC
Provisions or (iv) adversely  affect the status of any REMIC Pool as a REMIC for
federal income tax purposes (as evidenced by a  Nondisqualification  Opinion) or
the Class EI Grantor  Trust as a grantor  trust,  without the consent of 100% of
the  Certificateholders  (including  the Class R-I,  Class R-II and Class  R-III
Certificateholders);  provided that no such amendment may modify Section 8.18 of
this Agreement without Rating Agency  Confirmation.  The Trustee may request, at
its option, to receive a  Nondisqualification  Opinion and an Opinion of Counsel
that any  amendment  pursuant  to this  Section  13.3(c)  is  permitted  by this
Agreement at the expense of the party requesting the amendment.

            (d) The costs and expenses  associated with any such amendment shall
be borne by the Depositor in the case the Trustee is the party  requesting  such
amendment or if pursuant to clauses (i), (ii) and (iii) of Section  13.3(a).  In
all other cases,  the costs and expenses shall be borne by the party  requesting
the amendment.

            (e) Promptly after the execution of any such amendment,  the Trustee
shall furnish  written  notification  of the substance of such amendment to each
Holder, the Depositor and to the Rating Agencies.

            (f) It shall not be necessary  for the consent of Holders under this
Section 13.3 to approve the particular  form of any proposed  amendment,  but it
shall be sufficient if such consent  shall  approve the substance  thereof.  The
manner of obtaining  such consents and of evidencing  the  authorization  of the
execution  thereof by Holders  shall be in the  affirmative  and in writing  and
shall be subject to such reasonable regulations as the Trustee may prescribe.

            (g)  Notwithstanding  anything  to the  contrary  contained  in this
Section 13.3, the parties hereto agree that this Agreement may not be amended in
any manner that is  reasonably  likely to have an adverse  effect on any Primary
Servicer without first obtaining the written consent of such Primary Servicer.

            (h)  Notwithstanding the fact that the provisions in Section 13.3(c)
would otherwise apply, with respect to any amendment that significantly modifies
the  permitted  activities of the Trustee,  the Master  Servicers or the Special
Servicers,  any  Certificate  beneficially  owned  by a  Seller  or  any  of its
Affiliates  shall be deemed not to be  outstanding  (and shall not be considered
when  determining  the  percentage  of  Certificateholders  consenting  or  when
calculating the total number of  Certificates  entitled to consent) for purposes
of  determining  if the  requisite  consents  of  Certificateholders  under this
Section 13.3 have been obtained.

            (i)  Notwithstanding  anything  to the  contrary  contained  in this
Section  13.3,  the  parties  hereto  agree that this  Agreement  may be amended
pursuant to Section  8.26(d)  herein  without any notice to or consent of any of
the  Certificateholders,  Opinions of Counsel,  Officer's Certificates or Rating
Agency Confirmation.

            (j)  Notwithstanding  anything  to the  contrary  contained  in this
Section 13.3, the parties hereto agree that this Agreement may not be amended in
any manner that is reasonably  likely to have a material  adverse  effect on the
holder of the San Tomas B Note without first  obtaining  the written  consent of
the holder of the San Tomas B Note.

            Section 13.4 GOVERNING LAW. THIS AGREEMENT  SHALL BE GOVERNED BY AND
CONSTRUED  IN  ACCORDANCE  WITH  THE  LAWS OF THE  STATE  OF NEW  YORK,  AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES  APPLIED
IN NEW YORK.

            Section  13.5  Notices.  All  demands,  notices  and  communications
hereunder  shall be in writing  and shall be deemed to have been duly given when
received by (A) in the case of the Depositor, Morgan Stanley Dean Witter Capital
I Inc., 1585 Broadway,  New York, New York 10036,  Attention:  Cecilia  Tarrant,
with a copy to the attention of Michelle Wilke;  (B) in the case of the Trustee,
Certificate Registrar, Paying Agent and the Fiscal Agent, at the Corporate Trust
Office; (C) in the case of the General Master Servicer, GMAC Commercial Mortgage
Corporation,  20 Witmer Road, Horsham,  Pennsylvania 19044, Attention:  Managing
Director Commercial  Servicing  Operations+ Morgan Stanley Dean Witter Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2002-IQ3, Fax: (215)
328-3478,  with a copy to General Counsel, Fax: (215) 328-3620;  (D) in the case
of the General Special  Servicer,  GMAC  Commercial  Mortgage  Corporation,  550
California Street, 12th Floor, San Francisco,  California 94104, Attention: CMBS
Portfolio  Manager+  Morgan  Stanley  Dean  Witter  Capital  I Inc.,  Commercial
Mortgage Pass-Through Certificates, Series 2002-IQ3, Fax: (415) 391 + 2949, with
a copy  to  General  Counsel,  Fax:  (215)  328-3620;  (E) in  the  case  of the
applicable NCB Master Servicer and the Co-op Special Servicer,  1725 Eye Street,
N.W.,  Washington,  D.C. 20006,  Attention:  Kathleen Luzik,  Real Estate Master
Servicing,  in the case of the  applicable  NCB Master  Servicer,  and  Kathleen
Luzik,  Real  Estate  Special  Servicing,  in the case of the  applicable  Co-op
Special Servicer,  Fax: (202) 336-7800 (F) in the case of MSDWMC, Morgan Stanley
Dean Witter  Mortgage  Capital Inc.,  1585  Broadway,  New York, New York 10036,
Attention:  Cecilia  Tarrant;  (G) in the case of UCL,  The Union  Central  Life
Insurance Company, c/o Summit Investment  Partners,  Inc., 312 Elm Street, Suite
1212,  Cincinnati,  Ohio 45202,  Attention:  D. Stephen Cole; (H) in the case of
Prudential,  Prudential Mortgage Capital Funding,  LLC, Four Gateway Center, 8th
Floor, 100 Mulberry Street, Newark, New Jersey 07102, Attention: John Kelly; (I)
in the case of Principal,  Principal Commercial Funding,  LLC, 801 Grand Avenue,
Des Moines,  Iowa 50392,  Attention:  Patrick G.  Halter,  with a copy to Leanne
Valentine,  Esq.; (J) in the case of NCCB,  National Consumer  Cooperative Bank,
1725 Eye Street, N.W., Washington,  D.C. 20006, Attention:  Steven Brookner; (K)
in the case of NCBFSB, 1725 Eye Street, N.W., Washington, D.C. 20006, Attention:
Steven  Brookner;  (L) in the  case of  TIAA,  Teachers  Insurance  and  Annuity
Association of America,  730 Third Avenue, New York, New York 10018,  Attention:
Associate  Director+CMBS  Marketing  with copies to the  V.P.+Mortgage  and Real
Estate Law; (M) in the case of Nationwide,  Nationwide  Life Insurance  Company,
One Nationwide Plaza, 34th Floor, Columbus, Ohio 43215-2220, Attention: Blake E.
West 1-34-09, with copies to the attention of Randall W. May, Esq., 1-34-06; (N)
in  the  case  of  the  Operating  Adviser,  Allied  Capital  Corporation,  1919
Pennsylvania Avenue NW, 3rd Floor, Washington, D.C. 20006-3434,  Attention: John
Scheurer,  Fax: (202) 466-1834; (O) in the case of the initial holder of the San
Tomas B Note, as specified in the San Tomas Intercreditor  Agreement; (P) in the
case of Principal  Global  Investors,  LLC, in its capacity as Special  Servicer
with respect to the San Tomas Mortgage Loan, Principal Global Investor, LLC, 801
Grand Avenue, Des Moines, IA 50392-0700,  Attention: Pat Halter, President, Fax:
(515)  246-4970,  or as to each  party such other  address as may  hereafter  be
furnished by such party to the other parties in writing.  Any notice required or
permitted to be mailed to a Holder  shall be given by first class mail,  postage
prepaid, at the address of such Holder as shown in the Certificate Register. Any
notice  so  mailed  within  the  time  prescribed  in this  Agreement  shall  be
conclusively  presumed  to have  been  duly  given,  whether  or not the  Holder
receives such notice.

            Section 13.6  Severability of Provisions.  If any one or more of the
covenants,  agreements,  provisions or terms of this Agreement  shall be for any
reason whatsoever held invalid, then such covenants,  agreements,  provisions or
terms  shall be  deemed  severable  from the  remaining  covenants,  agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability  of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

            Section 13.7  Indulgences;  No Waivers.  Neither the failure nor any
delay on the part of a party to exercise any right,  remedy,  power or privilege
under this Agreement shall operate as a waiver thereof,  nor shall any single or
partial exercise of any right,  remedy, power or privilege preclude any other or
further exercise of the same or of any other right,  remedy, power or privilege,
nor shall any waiver of any right,  remedy,  power or privilege  with respect to
any  occurrence  be  construed  as a  waiver  of such  right,  remedy,  power or
privilege  with  respect to any other  occurrence.  No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such
waiver.

            Section  13.8  Headings Not to Affect  Interpretation.  The headings
contained in this Agreement are for convenience of reference only, and shall not
be used in the interpretation hereof.

            Section 13.9 Benefits of Agreement.  Nothing in this Agreement or in
the Certificates,  express or implied,  shall give to any Person, other than the
parties  to  this  Agreement  (including  any  Primary  Servicer  to the  extent
applicable  to such Primary  Servicer)  and their  successors  hereunder and the
Holders of the Certificates, any benefit or any legal or equitable right, power,
remedy or claim under this Agreement; provided, however, that the Mortgagors set
forth on Schedule XII hereto are intended third-party beneficiaries of the fifth
and sixth paragraphs of Section 2.3(a).

            Section  13.10  Special  Notices  to the  Rating  Agencies.  (a) The
Trustee shall give prompt notice to the Rating Agencies,  the applicable Special
Servicer and the  Operating  Adviser of the  occurrence  of any of the following
events of which it has notice:

            (i) any amendment to this Agreement pursuant to Section 13.3 hereof;

            (ii) the Interim Certification and the Final Certification  required
      pursuant to Section  2.2 hereof;

            (iii)  notice of the  repurchase  of any Mortgage  Loan  pursuant to
      Section 2.3(a) hereof;

            (iv) any resignation of a Master Servicer,  a Special Servicer,  the
      Paying  Agent,  the  Operating  Adviser or the  Trustee  pursuant  to this
      Agreement;

            (v) the  appointment  of any  successor  to a Master  Servicer,  the
      Trustee,  the Fiscal Agent, the Paying Agent,  the Operating  Adviser or a
      Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof;

            (vi) waiver of a due-on-sale clause as provided in Section 8.7;

            (vii) waiver of a prohibition on subordinate  liens on the Mortgaged
      Properties  (other than with respect to a Co-op  Mortgage Loan as to which
      the NCBFSB Subordinate Debt Conditions have been satisfied);

            (viii)  the  making of a final  payment  pursuant  to  Section  10.3
      hereof;

            (ix) a Servicing Transfer Event; and

            (x) an Event of Default.

            (b) All notices to the Rating  Agencies shall be in writing and sent
by first class mail, telecopy or overnight courier, as follows:

            If to Moody's, to:

                  Moody's Investors Service, Inc.
                  99 Church Street
                  New York, NY 10009
                  Fax:  (212) 553-0300
                  Attention:  Structured Finance Commercial Real Estate
                  Monitoring

            If to S&P, to:

                  Standard & Poor's Ratings Services
                  55 Water Street

                  New York, NY 10041
                  Fax:  (212) 438-2662
                  Attention:  Commercial Mortgage Surveillance Manager

or at such  address as shall be provided in writing to the  Depositor  by such
Rating Agency.

            (c) The  Trustee,  or in the  case of  clauses  (i)  and  (ii),  the
successor  trustee  shall  give  prompt  notice to the  Rating  Agencies  of the
occurrence of any of the following events:

            (i) the  resignation  or removal of the Trustee  pursuant to Section
      7.6; or

            (ii) the appointment of a successor trustee pursuant to Section 7.7;
      or

            (iii) the appointment of a successor  Operating  Adviser pursuant to
      Section 9.37.

            (d) The Master  Servicers  shall deliver to the Rating  Agencies and
the  Depositor  any other  information  as  reasonably  requested  by the Rating
Agencies and the Depositor, and the General Master Servicer shall deliver to the
Primary  Servicers and the General Special Servicer each of the reports required
to be delivered by the General Master Servicer to the Primary  Servicers and the
General Special Servicer  pursuant to the terms of this Agreement.  The Trustee,
the Paying Agent and the Special  Servicers shall deliver to the Rating Agencies
and the Depositor any information as reasonably requested by the Rating Agencies
and Depositor, as the case may be.

            (e) Any notice or other document  required to be delivered or mailed
by the Depositor, the Master Servicers, the Paying Agent or the Trustee shall be
given by such  parties,  respectively,  on a best  efforts  basis  and only as a
matter of courtesy and  accommodation to the Rating  Agencies,  unless otherwise
specifically  required  herein,  and such parties,  respectively,  shall have no
liability  for  failure to deliver  any such  notice or  document  to the Rating
Agencies.

            Section 13.11 Counterparts. This Agreement may be executed in one or
more counterparts,  each of which shall be deemed to be an original,  and all of
which together shall constitute one and the same instrument.

            Section 13.12 Intention of Parties.  It is the express intent of the
parties  hereto that the conveyance of the Mortgage Loans and related rights and
property  to the  Trustee,  for the  benefit of the  Certificateholders,  by the
Depositor as provided in Section 2.1 be, and be construed  as, an absolute  sale
of the Mortgage Loans and related property. It is, further, not the intention of
the parties that such  conveyance  be deemed a pledge of the Mortgage  Loans and
related  property  by the  Depositor  to the  Trustee  to secure a debt or other
obligation of the Depositor.  However,  in the event that,  notwithstanding  the
intent of the parties,  the Mortgage Loans or any related property is held to be
the property of the Depositor, or if for any other reason this Agreement is held
or deemed to create a security  interest  in the  Mortgage  Loans or any related
property,  then this Agreement shall be deemed to be a security  agreement;  and
the conveyance  provided for in Section 2.1 shall be deemed to be a grant by the
Depositor  to the  Trustee,  for the  benefit  of the  Certificateholders,  of a
security interest in all of the Depositor's right, title, and interest,  whether
now owned or hereafter acquired, in and to:

            (i) All accounts,  general intangibles,  chattel paper, instruments,
      documents,  money,  deposit  accounts,  certificates  of  deposit,  goods,
      letters of credit,  advices of credit and investment  property  consisting
      of,  arising from or relating to any of the property  described in clauses
      (1)-(4)  below:  (1) the Mortgage Loans  (including  the related  Mortgage
      Notes,  Mortgages,  security  agreements,  and  title,  hazard  and  other
      insurance  policies)  identified on the Mortgage Loan Schedule,  including
      all Qualified  Substitute  Mortgage Loans, all distributions  with respect
      thereto payable on and after the Cut-Off Date, and the Mortgage Files; (2)
      the Distribution Account, all REO Accounts,  and the Certificate Accounts,
      including all property therein and all income from the investment of funds
      therein  (including  any accrued  discount  realized on liquidation of any
      investment purchased at a discount); (3) the REMIC I Regular Interests and
      the  REMIC  II  Regular  Interests;  and (4) the  Mortgage  Loan  Purchase
      Agreements;

            (ii) All accounts, general intangibles,  chattel paper, instruments,
      documents,  money,  deposit  accounts,  certificates  of  deposit,  goods,
      letters of  credit,  advices of  credit,  investment  property,  and other
      rights  arising from or by virtue of the  disposition  of, or  collections
      with respect to, or insurance  proceeds payable with respect to, or claims
      against other  Persons with respect to, all or any part of the  collateral
      described in clause (A) above (including any accrued discount  realized on
      liquidation of any investment purchased at a discount); and

            (iii) All cash and non-cash proceeds of the collateral  described in
      clauses (i) and (ii) above.

            The possession by the Trustee of the Mortgage  Notes,  the Mortgages
and such other goods, letters of credit, advices of credit, instruments,  money,
documents,  chattel  paper or  certificated  securities  shall be  deemed  to be
possession  by the secured  party or  possession  by a purchaser for purposes of
perfecting  the  security  interest  pursuant  to the  Uniform  Commercial  Code
(including, without limitation, Sections 9-115 and 9-305 thereof) as in force in
the relevant jurisdiction.

            Notifications to Persons holding such property, and acknowledgments,
receipts or confirmations from Persons holding such property, shall be deemed to
be  notifications  to,  or  acknowledgments,  receipts  or  confirmations  from,
securities  intermediaries,  bailees or agents of, or persons  holding  for, the
Trustee,  as applicable,  for the purpose of perfecting  such security  interest
under applicable law.

            The Depositor  and, at the  Depositor's  direction,  the  applicable
Master  Servicers and the Trustee,  shall,  to the extent  consistent  with this
Agreement,  take such reasonable  actions as may be necessary to ensure that, if
this  Agreement  were  deemed  to create a  security  interest  in the  property
described  above,  such  security  interest  would be deemed  to be a  perfected
security  interest of first priority under applicable law and will be maintained
as such throughout the term of the Agreement.  The applicable  Master  Servicers
shall  file,  at the  expense of the Trust as an  Additional  Trust  Expense all
filings  necessary  to  maintain  the  effectiveness  of  any  original  filings
necessary under the Uniform  Commercial Code as in effect in any jurisdiction to
perfect the Trustee's  security  interest in such  property,  including  without
limitation (i) continuation statements, and (ii) such other statements as may be
occasioned by any transfer of any interest of a Master Servicer or the Depositor
in such  property.  In  connection  herewith,  the Trustee shall have all of the
rights and remedies of a secured party and creditor under the Uniform Commercial
Code as in force in the relevant jurisdiction.

            Section 13.13 Recordation of Agreement. This Agreement is subject to
recordation in all appropriate  public offices for real property  records in all
the  counties  or other  comparable  jurisdictions  in  which  any or all of the
properties  subject to the Mortgages are situated,  and in any other appropriate
public  recording  office  or  elsewhere.  Such  recordation,  if any,  shall be
effected  by the  applicable  Master  Servicer at the expense of the Trust as an
Additional Trust Expense,  but only upon direction of the Depositor  accompanied
by an Opinion of Counsel to the  effect  that such  recordation  materially  and
beneficially affects the interests of the Certificateholders of the Trust.

            Section  13.14 Rating Agency  Monitoring  Fees.  The parties  hereto
acknowledge that on the Closing Date the Sellers will pay the ongoing monitoring
fees of the Rating Agencies  relating to the rating of the Certificates and that
no monitoring fees are payable  subsequent to the Closing Date in respect of the
rating of the  Certificates.  The Master  Servicers shall not be required to pay
any such fees or any fees charged for any Rating Agency Confirmation (except any
confirmation  required under Section 8.22,  Section 8.23 or in connection with a
termination and  replacement of a Master Servicer  following an Event of Default
of such Master Servicer).

            Section  13.15  Acknowledgement  by Primary  Servicer.  Each Primary
Servicer  agrees,  to the extent  applicable  to such  Primary  Servicer and the
Mortgage  Loans serviced by such Primary  Servicer,  to be bound by the terms of
Sections 5.1(g), 8.1(c), 8.3, 8.4, 8.7, 8.10, 8.18, 8.25(c), 8.25(d) and 8.26 of
this Agreement.

<PAGE>

            IN WITNESS WHEREOF, the Depositor,  the General Master Servicer, the
General Special Servicer,  the NCB Master Servicer,  the Co-op Special Servicer,
the Trustee,  the Paying Agent, the Certificate  Registrar,  the  Authenticating
Agent and the Fiscal Agent have caused their names to be signed  hereto by their
respective officers thereunto duly authorized as of the day and year first above
written.

                                       MORGAN STANLEY DEAN WITTER CAPITAL I
                                          INC., as Depositor


                                       By: /s/ Cecilia Tarrant
                                          ------------------------------------
                                          Name: Cecilia Tarrant
                                          Title: Vice President


                                       GMAC COMMERCIAL MORTGAGE CORPORATION,
                                          as General Master Servicer


                                       By: /s/ Kathy Marquardt
                                          ------------------------------------
                                          Name: Kathy Marquardt
                                          Title: Senior Vice President,
                                                 Managing Director

                                       GMAC COMMERCIAL MORTGAGE CORPORATION,
                                          as General Special Servicer


                                       By: /s/ Henry J. Bieber
                                          ------------------------------------
                                          Name: Henry J. Bieber
                                          Title: Senior Vice President

                                       NCB, FSB, as NCB Master Servicer


                                       By: /s/ Casey P. Fannon
                                          ------------------------------------
                                          Name: Casey P. Fannon
                                          Title: SVP


                                       NATIONAL CONSUMER COOPERATIVE BANK, as
                                          Co-op Special Servicer


                                       By: /s/ Casey P. Fannon
                                          ------------------------------------
                                          Name: Casey P. Fannon
                                          Title: SVP


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Trustee, Paying Agent and
                                          Certificate Registrar


                                       By: /s/ Barbara L. Marik
                                          ------------------------------------
                                          Name: Barbara L. Marik
                                          Title: Vice President


                                       ABN AMRO BANK N.V., as Fiscal Agent


                                       By: /s/ Barbara L. Marik
                                          ------------------------------------
                                          Name: Barbara L. Marik
                                          Title: Vice President


                                       By: /s/ Cynthia Reis
                                          ------------------------------------
                                          Name: Cynthia Reis
                                          Title: First Vice President



                                       PRINCIPAL GLOBAL INVESTORS, LLC,
                                          formerly known as PRINCIPAL CAPITAL
                                          MANAGEMENT, LLC, acting as Special
                                          Servicer with respect to the San
                                          Tomas Mortgage Loan and in its
                                          capacity as Primary Servicer with
                                          respect to the sections referred to
                                          in Section 13.15 of the Agreement


                                       By: /s/ Leanne S. Valentine
                                          ------------------------------------
                                          Name: Leanne S. Valentine
                                          Title: Counsel



                                       By: /s/ Karen A. Pearston
                                          ------------------------------------
                                          Name: Karen A. Pearston
                                          Title: Counsel



                                       PRUDENTIAL ASSET RESOURCES, INC., in
                                          its capacity as Primary Servicer
                                          with respect to the sections
                                          referred to in Section 13.15 of the
                                          Agreement


                                       By: /s/ Keith Kehlbeck
                                          ------------------------------------
                                          Name: Keith Kehlbeck
                                          Title: VP Finance


<PAGE>


STATE OF NEW YORK       )
                        : ss.:
COUNTY OF               )


            On the 13th day of December in the year 2002, before me, the
undersigned, a Notary Public in and for said State, personally appeared Cecilia
Tarrant, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument
and acknowledged to me that he/she executed the same in his/her capacity, and
that by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.

                                            /s/ Declan Brady
                                            ------------------------------------
                                            Signature and Office of
                                            individual taking acknowledgment


<PAGE>


STATE OF PENNSYLVANIA   )
                        : ss.:
COUNTY OF MONTGOMERY    )


            On the 17th day of December in the year 2002, before me, the
undersigned, personally appeared Kathryn Marquardt, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her capacity, and that by his/her signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument, and that such individual made such appearance
before the undersigned in the Pennsylvania (insert the city or other political
subdivision and the state or county or other place the acknowledgment was
taken).

                                            /s/ Madeline O'Brien
                                            ------------------------------------
                                            Signature and Office of
                                            individual taking acknowledgment


<PAGE>


STATE OF CALIFORNIA     )
                        : ss.:
COUNTY OF SAN FRANCISCO )


            On the 16th day of December in the year 2002, before me, the
undersigned, personally appeared Henry J. Bieber, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her capacity, and that by his/her signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument, and that such individual made such appearance
before the undersigned in the San Francisco (insert the city or other political
subdivision and the state or county or other place the acknowledgment was
taken).

                                            /s/ Annelie A. Long
                                            ------------------------------------
                                            Signature and Office of
                                            individual taking acknowledgment


<PAGE>


DISTRICT OF COLUMBIA    )
                        : ss.:
                        )


            On the 16th day of December in the year 2002, before me, the
undersigned, personally appeared Casey P. Fannon, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her capacity, and that by his/her signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument, and that such individual made such appearance
before the undersigned in the District of Columbia.

                                            /s/ Kristen L. Berg
                                            ------------------------------------
                                            Signature and Office of
                                            individual taking acknowledgment


<PAGE>


DISTRICT OF COLUMBIA    )
                        : ss.:
COUNTY OF               )


            On the 1st day of December in the year 2002, before me, the
undersigned, personally appeared Casey P. Fannon, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her capacity, and that by his/her signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument, and that such individual made such appearance
before the undersigned in the District of Columbia.

                                            /s/ Kristen L. Berg
                                            ------------------------------------
                                            Signature and Office of
                                            individual taking acknowledgment
<PAGE>


STATE OF ILLINOIS       )
                        : ss.:
COUNTY OF COOK          )


            On the 1st day of December in the year 2002, before me, the
undersigned, personally appeared Barbara L. Marik, Vice President, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he/she executed the same in his/her capacity, and that by his/her
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument, and that such individual made
such appearance before the undersigned in the Chicago, IL.

                                            /s/ Diane O'Neal
                                            ------------------------------------
                                            Signature and Office of
                                            individual taking acknowledgment


<PAGE>


STATE OF ILLINOIS       )
                        : ss.:
COUNTY OF COOK          )


            On the 1st day of December in the year 2002, before me, the
undersigned, personally appeared Barbara L. Marik, Vice President and Cynthia
Reis, 1st Vice President, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in
his/her capacity, and that by his/her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument, and that such individual made such appearance before the
undersigned in the Chicago, IL.

                                            /s/ La Tonya C. Ingram
                                            ------------------------------------
                                            Signature and Office of
                                            individual taking acknowledgment


<PAGE>


STATE OF IOWA           )
                        : ss.:
COUNTY OF POLK          )


            On the 9th day of December in the year 2002, before me, the
undersigned, personally appeared Leanne S. Valentine and Karen A. Pearston,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individuals whose names are subscribed to the within instrument and
acknowledged to me that they executed the same in their capacities, and that by
their signatures on the instrument, the individuals, or the person upon behalf
of which the individuals acted, executed the instrument, and that such
individuals made such appearance before the undersigned in the Des Moines, Iowa.

                                            /s/ Marilyn A. McIntyre
                                            ------------------------------------
                                            Signature and Office of
                                            individual taking acknowledgment


<PAGE>


                                   EXHIBIT A-1

                         [FORM OF CLASS A-1 CERTIFICATE]

THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER, THE
NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER,
THE SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY SERVICERS
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY
ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-1 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").


                          MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                       SERIES 2002-IQ3
<TABLE>

<S>                                          <C>
INITIAL PASS-THROUGH RATE: 3.48%             GENERAL MASTER SERVICER: GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING                NCB MASTER SERVICER: NCB, FSB
AGREEMENT: AS OF DECEMBER 1, 2002

CUT-OFF DATE: DECEMBER 1, 2002               GENERAL SPECIAL SERVICER: GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

CLOSING DATE: DECEMBER 17, 2002              CO-OP SPECIAL SERVICER: NATIONAL CONSUMER
                                             COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JANUARY 15, 2003    SPECIAL SERVICER WITH RESPECT TO MORTGAGE
                                             LOAN NO. 7: PRINCIPAL GLOBAL INVESTORS LLC

AGGREGATE CERTIFICATE BALANCE OF THE         PAYING AGENT: LASALLE BANK NATIONAL ASSOCIATION
CLASS A-1 CERTIFICATES AS OF THE CLOSING
DATE: $81,000,000

CERTIFICATE BALANCE OF THIS CLASS A-1        TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                             FISCAL AGENT: ABN AMRO BANK N.V.

No.  A-1-[__]                                CUSIP NO. [__________]
</TABLE>


                              CLASS A-1 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class A-1 Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer and the Special Servicer with respect to Mortgage Loan No. 7, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-1 Certificates. The Certificates are designated as the Morgan Stanley
Dean Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2002-IQ3 and are issued in the Classes specified in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      Distributions of principal of and interest on this Certificate will be
made out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

      Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Certificate Registrar nor any such agents shall be affected by notice to
the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                              By:
                                                  ------------------------------
                                                      AUTHORIZED SIGNATORY

Dated:  December 17, 2002


                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                AUTHENTICATING AGENT



                                              By:
                                                  ------------------------------
                                                      AUTHORIZED SIGNATORY


<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                        <C>
TEN COM - as tenant in common              UNIF GIFT MIN ACT....................Custodian
                                                                   (Cust)
TEN ENT - as tenants by the entireties
                                           Under Uniform Gifts to Minors
JT TEN  - as joint tenants with rights
          of survivorship and not as       Act................................
          tenants in common                                 (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
--------------------------------------------------------------------------------

-------------------------------------     PLEASE INSERT SOCIAL SECURITY OR OTHER
                                          IDENTIFYING NUMBER OF ASSIGNEE
-------------------------------------

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------    ---------------------------------------
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.



-------------------------------------
SIGNATURE GUARANTEED
 The signature must be guaranteed by a
 commercial bank or trust company or by
 a member firm of the New York Stock
 Exchange or another national securities
 exchange. Notarized or witnessed
 signatures are not acceptable.



<PAGE>


                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to
______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>


                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>


                                   EXHIBIT A-2

                         [FORM OF CLASS A-2 CERTIFICATE]

THIS CLASS A-2 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER, THE
NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER,
THE SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY SERVICERS
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY
ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-2 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").


                          MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                       SERIES 2002-IQ3
<TABLE>
<S>                                          <C>
INITIAL PASS-THROUGH RATE: 4.39%             GENERAL MASTER SERVICER: GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING                NCB MASTER SERVICER: NCB, FSB
AGREEMENT: AS OF DECEMBER 1, 2002

CUT-OFF DATE: DECEMBER 1, 2002               GENERAL SPECIAL SERVICER: GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

CLOSING DATE: DECEMBER 17, 2002              CO-OP SPECIAL SERVICER: NATIONAL CONSUMER
                                             COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JANUARY 15, 2003    SPECIAL SERVICER WITH RESPECT TO MORTGAGE
                                             LOAN NO. 7: PRINCIPAL GLOBAL INVESTORS LLC

AGGREGATE CERTIFICATE BALANCE OF THE         PAYING AGENT: LASALLE BANK NATIONAL ASSOCIATION
 CLASS A-2 CERTIFICATES AS OF THE CLOSING
DATE: $125,000,000

CERTIFICATE BALANCE OF THIS CLASS A-2        TRUSTEE: LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)
                                             FISCAL AGENT: ABN AMRO BANK N.V.

No.  A-2-[__]                                CUSIP NO. [__________]
</TABLE>


                                    CLASS A-2 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class A-2 Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer and the Special Servicer with respect to Mortgage Loan No. 7, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-2 Certificates. The Certificates are designated as the Morgan Stanley
Dean Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2002-IQ3 and are issued in the Classes specified in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      Distributions of principal of and interest on this Certificate will be
made out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

      Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, Co-op Special
Servicer, the Special Servicer with respect to Mortgage Loan No. 7, the
Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                              By:
                                                  ------------------------------
                                                       AUTHORIZED SIGNATORY

Dated:  December 17, 2002

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                AUTHENTICATING AGENT



                                              By:
                                                  ------------------------------
                                                       AUTHORIZED SIGNATORY



<PAGE>




                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM - as tenant in common                UNIF GIFT MIN ACT..................Custodian
                                                                   (Cust)
TEN ENT - as tenants by the entireties
                                             Under Uniform Gifts to Minors
JT TEN  - as joint tenants with rights
          of survivorship and not as
          tenants in common                  Act................................
                                                          (State)
</TABLE>
     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

-------------------------------------
                                             PLEASE INSERT SOCIAL SECURITY OR
-------------------------------------        OTHER IDENTIFYING NUMBER OF
                                             ASSIGNEE
-------------------------------------

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------    ---------------------------------------
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.


------------------------------------------------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to
______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>


                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

  The following exchanges of a part of this Global Certificate have been made:


<PAGE>


                                   EXHIBIT A-3

                         [FORM OF CLASS A-3 CERTIFICATE]

THIS CLASS A-3 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER, THE
NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER,
THE SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY SERVICERS
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY
ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-3 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").


                      MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                   COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                   SERIES 2002-IQ3

<TABLE>
<S>                                          <C>
INITIAL PASS-THROUGH RATE: 4.80%             GENERAL MASTER SERVICER: GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING AGREEMENT:     NCB MASTER SERVICER:  CB, FSB
AS OF DECEMBER 1, 2002

CUT-OFF DATE: DECEMBER 1, 2002               GENERAL SPECIAL SERVICER: GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

CLOSING DATE: DECEMBER 17, 2002              CO-OP SPECIAL SERVICER: NATIONAL CONSUMER
                                             COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JANUARY 15, 2003    SPECIAL SERVICER WITH RESPECT TO MORTGAGE
                                             LOAN NO. 7:  PRINCIPAL GLOBAL INVESTORS LLC

AGGREGATE CERTIFICATE BALANCE OF THE         PAYING AGENT: LASALLE BANK NATIONAL ASSOCIATION
CLASS A-3 CERTIFICATES AS OF THE CLOSING
DATE: $90,019,000

CERTIFICATE BALANCE OF THIS CLASS A-3        TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                             FISCAL AGENT: ABN AMRO BANK N.V.

No.  A-3-[__]                                CUSIP NO. [__________]
</TABLE>


                              CLASS A-3 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class A-3 Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer and the Special Servicer with respect to Mortgage Loan No. 7, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-3 Certificates. The Certificates are designated as the Morgan Stanley
Dean Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2002-IQ3 and are issued in the Classes specified in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      Distributions of principal of and interest on this Certificate will be
made out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

      Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Certificate Registrar nor any such agents shall be affected by notice to
the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY


Dated:  December 17, 2002


                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS A-3 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                   AUTHENTICATING AGENT



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM - as tenant in common                UNIF GIFT MIN ACT..................Custodian
                                                                    (Cust)
TEN ENT - as tenants by the entireties
                                             Under Uniform Gifts to Minors
JT TEN  - as joint tenants with rights
          of survivorship and not as
          tenants in common                  Act................................
                                                          (State)
</TABLE>
     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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


-------------------------------------
                                             PLEASE INSERT SOCIAL SECURITY OR
-------------------------------------        OTHER IDENTIFYING NUMBER OF
                                             ASSIGNEE
-------------------------------------


--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------    ---------------------------------------
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.


------------------------------------------------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>


                            DISTRIBUTION INSTRUCTIONS


     The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to
______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>


                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

  The following exchanges of a part of this Global Certificate have been made:



<PAGE>


                                                                     EXHIBIT A-4

                         [FORM OF CLASS A-4 CERTIFICATE]

THIS CLASS A-4 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER, THE
NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER,
THE SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY SERVICERS
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY
ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-4 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-IQ3
<TABLE>
<S>                                          <C>
INITIAL PASS-THROUGH RATE:  5.08%            GENERAL MASTER SERVICER:  GMAC COMMERCIAL


DATE OF POOLING AND SERVICING                NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF DECEMBER 1, 2002

CUT-OFF DATE:  DECEMBER 1, 2002              GENERAL SPECIAL SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

CLOSING DATE:  DECEMBER 17, 2002             CO-OP SPECIAL SERVICER:  NATIONAL CONSUMER
                                             COOPERATIVE BANK

FIRST DISTRIBUTION DATE:  JANUARY 15,        SPECIAL SERVICER WITH RESPECT TO MORTGAGE
                                             LOAN NO. 7:
2003                                         PRINCIPAL GLOBAL
                                             INVESTORS LLC

AGGREGATE CERTIFICATE BALANCE OF THE         PAYING AGENT: LASALLE BANK NATIONAL ASSOCIATION
CLASS A-4 CERTIFICATES AS OF THE CLOSING
DATE: $482,862,000

CERTIFICATE BALANCE OF THIS CLASS A-4        TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                             FISCAL AGENT: ABN AMRO BANK N.V.

No.  A-4-[__]                                CUSIP NO. [__________]
</TABLE>


                              CLASS A-4 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class A-4 Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer and the Special Servicer with respect to Mortgage Loan No. 7, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-4 Certificates. The Certificates are designated as the Morgan Stanley
Dean Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2002-IQ3 and are issued in the Classes specified in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      Distributions of principal of and interest on this Certificate will be
made out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

      Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Certificate Registrar nor any such agents shall be affected by notice to
the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                              By:
                                                  ------------------------------
                                                       AUTHORIZED SIGNATORY

Dated:  December 17, 2002


                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS A-4 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                AUTHENTICATING AGENT



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM - as tenant in common                UNIF GIFT MIN ACT.......................Custodian
                                                                  (Cust)
TEN ENT - as tenants by the entireties
                                             Under Uniform Gifts to Minors
JT TEN  - as joint tenants with rights
          of survivorship and not as         Act................................
          tenants in common                                 (State)

</TABLE>

     Additional abbreviations may also be used though not in the above list.


                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
-------------------------------------
                                            PLEASE INSERT SOCIAL SECURITY OR
-------------------------------------       OTHER IDENTIFYING NUMBER OF ASSIGNEE

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------   ----------------------------------------
                                        NOTICE: The signature to this
                                        assignment must correspond with the
                                        name as written upon the face of this
                                        Certificate in every particular without
                                        alteration or enlargement or any change
                                        whatever.


-------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to
______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>


                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>





                                   EXHIBIT A-5

                          [FORM OF CLASS B CERTIFICATE]

THIS CLASS B CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER, THE NCB
MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE
SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY SERVICERS OR
ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY
SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS B CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS B CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-IQ3

<TABLE>
<S>                                          <C>
INITIAL PASS-THROUGH RATE:  5.24%            GENERAL MASTER SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING                NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF DECEMBER 1, 2002

CUT-OFF DATE:  DECEMBER 1, 2002              GENERAL SPECIAL SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

CLOSING DATE:  DECEMBER 17, 2002             CO-OP SPECIAL SERVICER:  NATIONAL CONSUMER
                                             COOPERATIVE BANK

FIRST DISTRIBUTION DATE:  JANUARY 15, 2003   SPECIAL SERVICER WITH RESPECT TO MORTGAGE
                                             LOAN NO. 7:  PRINCIPAL GLOBAL
                                             INVESTORS LLC

AGGREGATE CERTIFICATE BALANCE OF THE         PAYING AGENT: LASALLE BANK NATIONAL ASSOCIATION
CLASS B CERTIFICATES AS OF THE CLOSING
DATE: $26,152,000

CERTIFICATE BALANCE OF THIS CLASS B          TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                             FISCAL AGENT: ABN AMRO BANK N.V.

No.  B-1-[__]                                CUSIP NO. [__________]
</TABLE>

                               CLASS B CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class B Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer and the Special Servicer with respect to Mortgage Loan No. 7, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class B Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2002-IQ3 and are issued in the Classes specified in the Pooling and Servicing
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      Distributions of principal of and interest on this Certificate will be
made out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

      Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Certificate Registrar nor any such agents shall be affected by notice to
the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY

Dated:  December 17, 2002

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                AUTHENTICATING AGENT



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM - as tenant in common                UNIF GIFT MIN ACT....................Custodian
                                                                      (Cust)
TEN ENT - as tenants by the entireties
                                             Under Uniform Gifts to Minors
JT TEN  - as joint tenants with rights
          of survivorship and not as         Act................................
          tenants in common                                 (State)

</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

-------------------------------------
                                             PLEASE INSERT SOCIAL SECURITY OR
-------------------------------------        OTHER IDENTIFYING NUMBER OF
                                             ASSIGNEE
-------------------------------------

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------    ---------------------------------------
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.



-------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to
______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>


                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

  The following exchanges of a part of this Global Certificate have been made:



<PAGE>


                                   EXHIBIT A-6

                          [FORM OF CLASS C CERTIFICATE]

THIS CLASS C CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER, THE NCB
MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE
SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY SERVICERS OR
ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY
SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS C CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS C CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-IQ3

<TABLE>
<S>                                          <C>
INITIAL PASS-THROUGH RATE:  5.41%            GENERAL MASTER SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING                NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF DECEMBER 1, 2002

CUT-OFF DATE:  DECEMBER 1, 2002              GENERAL SPECIAL SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

CLOSING DATE: DECEMBER 17, 2002              CO-OP SPECIAL SERVICER:  NATIONAL CONSUMER
                                             COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JANUARY 15, 2003    SPECIAL SERVICER WITH RESPECT TO MORTGAGE
                                             LOAN NO. 7:  PRINCIPAL GLOBAL
                                             INVESTORS LLC

AGGREGATE CERTIFICATE BALANCE OF THE         PAYING AGENT: LASALLE BANK NATIONAL ASSOCIATION
CLASS C CERTIFICATES AS OF THE CLOSING
DATE: $27,289,000

CERTIFICATE BALANCE OF THIS CLASS C          TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                             FISCAL AGENT: ABN AMRO BANK N.V.

No.  C-1-[__]                                CUSIP NO. [__________]
</TABLE>


                               CLASS C CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class C Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer and the Special Servicer with respect to Mortgage Loan No. 7, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class C Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2002-IQ3 and are issued in the Classes specified in the Pooling and Servicing
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      Distributions of principal of and interest on this Certificate will be
made out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

      Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Certificate Registrar nor any such agents shall be affected by notice to
the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY

Dated:  December 17, 2002

                          CERTIFICATE OF AUTHENTICATION

             THIS IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN
THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                                    AUTHENTICATING AGENT



                                              By:
                                                  ------------------------------
                                                       AUTHORIZED SIGNATORY



<PAGE>




                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM - as tenant in common                UNIF GIFT MIN ACT.....................Custodian
                                                                     (Cust)
TEN ENT - as tenants by the entireties
                                                Under Uniform Gifts to Minors
JT TEN  - as joint tenants with rights
          of survivorship and not as         Act................................
          tenants in common                                 (State)

</TABLE>
     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

-------------------------------------
                                             PLEASE INSERT SOCIAL SECURITY OR
-------------------------------------        OTHER IDENTIFYING NUMBER OF
                                             ASSIGNEE
-------------------------------------

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------    ---------------------------------------
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.



------------------------------------------------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>




                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to
______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>




                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

  The following exchanges of a part of this Global Certificate have been made:


<PAGE>


                                   EXHIBIT A-7

                          [FORM OF CLASS D CERTIFICATE]

THIS CLASS D CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER, THE NCB
MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE
SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY SERVICERS OR
ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY
SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS D CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS D CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-IQ3

<TABLE>
<S>                                          <C>
INITIAL PASS-THROUGH RATE:  5.55%            GENERAL MASTER SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING                NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF DECEMBER 1, 2002

CUT-OFF DATE:  DECEMBER 1, 2002              GENERAL SPECIAL SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

CLOSING DATE: DECEMBER 17, 2002              CO-OP SPECIAL SERVICER:  NATIONAL CONSUMER
                                             COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JANUARY 15, 2003    SPECIAL SERVICER WITH RESPECT TO MORTGAGE
                                             LOAN NO. 7:  PRINCIPAL GLOBAL INVESTORS LLC

AGGREGATE CERTIFICATE BALANCE OF THE         PAYING AGENT: LASALLE BANK NATIONAL ASSOCIATION
CLASS D CERTIFICATES AS OF THE CLOSING
DATE: $2,274,000

CERTIFICATE BALANCE OF THIS CLASS D          TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
 CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                             FISCAL AGENT: ABN AMRO BANK N.V.

No.  D-1-[__]                                CUSIP NO. [__________]
</TABLE>

                               CLASS D CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class D Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer and the Special Servicer with respect to Mortgage Loan No. 7, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class D Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2002-IQ3 and are issued in the Classes specified in the Pooling and Servicing
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      Distributions of principal of and interest on this Certificate will be
made out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

      Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Certificate Registrar nor any such agents shall be affected by notice to
the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>




      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                             By:
                                                 -------------------------------
                                                     AUTHORIZED SIGNATORY

Dated:  December 17, 2002

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                   AUTHENTICATING AGENT



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY



<PAGE>




                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM - as tenant in common                UNIF GIFT MIN ACT.....................Custodian
                                                                     (Cust)
TEN ENT - as tenants by the entireties
                                                   Under Uniform Gifts to Minors
JT TEN  - as joint tenants with rights
          of survivorship and not as         Act................................
          tenants in common                                   (State)

</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

-------------------------------------
                                             PLEASE INSERT SOCIAL SECURITY OR
-------------------------------------        OTHER IDENTIFYING NUMBER OF
                                             ASSIGNEE
-------------------------------------

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------    ---------------------------------------
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.



------------------------------------------------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>




                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to
______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>




                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

  The following exchanges of a part of this Global Certificate have been made:


<PAGE>



                                   EXHIBIT A-8

                          [FORM OF CLASS E CERTIFICATE]

THIS CLASS E CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS E CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS E CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1

---------------
1 For Reg S Book-Entry Certificates only
<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-IQ3

<TABLE>
<S>                                          <C>
INITIAL PASS-THROUGH RATE:  5.98%            GENERAL MASTER SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING                NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF DECEMBER 1, 2002

CUT-OFF DATE:  DECEMBER 1, 2002              GENERAL SPECIAL SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

CLOSING DATE: DECEMBER 17, 2002              CO-OP SPECIAL SERVICER:  NATIONAL CONSUMER
                                             COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JANUARY 15, 2003    SPECIAL SERVICER WITH RESPECT TO MORTGAGE
                                             LOAN NO. 7:  PRINCIPAL GLOBAL
                                             INVESTORS LLC

AGGREGATE CERTIFICATE BALANCE OF THE         PAYING AGENT: LASALLE BANK NATIONAL ASSOCIATION
CLASS E CERTIFICATES AS OF THE CLOSING
DATE: $13,645,000

CERTIFICATE BALANCE OF THIS CLASS E          TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                             FISCAL AGENT: ABN AMRO BANK N.V.

No.  E-1-[__]                                CUSIP NO. [__________]
</TABLE>

                               CLASS E CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class E Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer and the Special Servicer with respect to Mortgage Loan No. 7, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class E Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2002-IQ3 and are issued in the Classes specified in the Pooling and Servicing
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      Distributions of principal of and interest on this Certificate will be
made out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

      Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Certificate Registrar nor any such agents shall be affected by notice to
the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY

Dated:  December 17, 2002

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                   AUTHENTICATING AGENT



                                             By:
                                                 -------------------------------
                                                       AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM - as tenant in common                UNIF GIFT MIN ACT.......................Custodian
                                                                        (Cust)
TEN ENT - as tenants by the entireties
                                                 Under Uniform Gifts to Minors
JT TEN  - as joint tenants with rights
           of survivorship and not as        Act................................
          tenants in common                                   (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

-------------------------------------
                                             PLEASE INSERT SOCIAL SECURITY OR
-------------------------------------        OTHER IDENTIFYING NUMBER OF
                                             ASSIGNEE
-------------------------------------

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------   ----------------------------------------
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.



-------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to
______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>




                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

  The following exchanges of a part of this Global Certificate have been made:


<PAGE>



                                   EXHIBIT A-9

                          [FORM OF CLASS F CERTIFICATE]

THIS CLASS F CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS F CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS F CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1

---------------
1 For Reg S Book-Entry Certificates only

<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-IQ3

<TABLE>
<S>                                          <C>
INITIAL PASS-THROUGH RATE:  6.08%            GENERAL MASTER SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING                NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF DECEMBER 1, 2002

CUT-OFF DATE:  DECEMBER 1, 2002              GENERAL SPECIAL SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

CLOSING DATE: DECEMBER 17, 2002              CO-OP SPECIAL SERVICER:  NATIONAL CONSUMER
                                             COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JANUARY 15, 2003    SPECIAL SERVICER WITH RESPECT TO MORTGAGE
                                             LOAN NO. 7:  PRINCIPAL GLOBAL
                                             INVESTORS LLC

AGGREGATE CERTIFICATE BALANCE OF THE         PAYING AGENT: LASALLE BANK NATIONAL ASSOCIATION
CLASS F CERTIFICATES AS OF THE CLOSING
DATE: $10,233,000

CERTIFICATE BALANCE OF THIS CLASS F          TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                             FISCAL AGENT: ABN AMRO BANK N.V.

No.  F-1-[__]                                CUSIP NO. [__________]
</TABLE>

                               CLASS F CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class F Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer and the Special Servicer with respect to Mortgage Loan No. 7, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class F Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2002-IQ3 and are issued in the Classes specified in the Pooling and Servicing
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      Distributions of principal of and interest on this Certificate will be
made out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

      Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Certificate Registrar nor any such agents shall be affected by notice to
the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>




      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY

Dated:  December 17, 2002

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                AUTHENTICATING AGENT



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM - as tenant in common                UNIF GIFT MIN ACT.......................Custodian
                                                                       (Cust)
TEN ENT - as tenants by the entireties
                                                Under Uniform Gifts to Minors
JT TEN  - as joint tenants with rights
          of survivorship and not as
          tenants in common                       Act......................
                                                            (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.


                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

-------------------------------------
                                          PLEASE INSERT SOCIAL SECURITY OR OTHER
-------------------------------------     IDENTIFYING NUMBER OF ASSIGNEE

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------    ---------------------------------------
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.


------------------------------------------------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to
______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>




                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

  The following exchanges of a part of this Global Certificate have been made:


<PAGE>


                                  EXHIBIT A-10

                          [FORM OF CLASS G CERTIFICATE]

THIS CLASS G CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS G CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS G CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1

---------------
1 For Reg S Book-Entry Certificates only

<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-IQ3

<TABLE>
<S>                                          <C>
INITIAL PASS-THROUGH RATE:  6.51%            GENERAL MASTER SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING                NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF DECEMBER 1, 2002

CUT-OFF DATE:  DECEMBER 1, 2002              GENERAL SPECIAL SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

CLOSING DATE: DECEMBER 17, 2002              CO-OP SPECIAL SERVICER:  NATIONAL CONSUMER
                                             COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JANUARY 15, 2003    SPECIAL SERVICER WITH RESPECT TO MORTGAGE
                                             LOAN NO. 7:  PRINCIPAL GLOBAL
                                             INVESTORS LLC

AGGREGATE CERTIFICATE BALANCE OF THE         PAYING AGENT: LASALLE BANK NATIONAL ASSOCIATION
CLASS G CERTIFICATES AS OF THE CLOSING
DATE:  $6,823,000

CERTIFICATE BALANCE OF THIS CLASS G          TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                             FISCAL AGENT: ABN AMRO BANK N.V.

No.  G-1-[__]                                CUSIP NO. [__________]
</TABLE>

                               CLASS G CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class G Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer and the Special Servicer with respect to Mortgage Loan No. 7, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class G Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2002-IQ3 and are issued in the Classes specified in the Pooling and Servicing
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      Distributions of principal of and interest on this Certificate will be
made out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

      Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Certificate Registrar nor any such agents shall be affected by notice to
the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY

Dated:  December 17, 2002

                          CERTIFICATE OF AUTHENTICATION

                        THIS IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN
             THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                   AUTHENTICATING AGENT



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM -   as tenant in common              UNIF GIFT MIN ACT.......................Custodian
                                                                      (Cust)
TEN ENT -   as tenants by the entireties
                                                Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with rights
            of survivorship and not as       Act................................
            tenants in common                               (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

-------------------------------------
                                             PLEASE INSERT SOCIAL SECURITY OR
-------------------------------------        OTHER IDENTIFYING NUMBER OF
                                             ASSIGNEE
-------------------------------------

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------   ----------------------------------------
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.



------------------------------------------------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to
______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>




                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

  The following exchanges of a part of this Global Certificate have been made:


<PAGE>


                                  EXHIBIT A-11

                          [FORM OF CLASS H CERTIFICATE]

THIS CLASS H CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS H CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS H CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1

---------------
1 For Reg S Book-Entry Certificates only

<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-IQ3

<TABLE>
<S>                                          <C>
INITIAL PASS-THROUGH RATE:  6.00%            GENERAL MASTER SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING                NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF DECEMBER 1, 2002

CUT-OFF DATE:  DECEMBER 1, 2002              GENERAL SPECIAL SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

CLOSING DATE: DECEMBER 17, 2002              CO-OP SPECIAL SERVICER:  NATIONAL CONSUMER
                                             COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JANUARY 15, 2003    SPECIAL SERVICER WITH RESPECT TO MORTGAGE
                                             LOAN NO. 7:  PRINCIPAL GLOBAL INVESTORS LLC

AGGREGATE CERTIFICATE BALANCE OF THE         PAYING AGENT: LASALLE BANK NATIONAL ASSOCIATION
CLASS H CERTIFICATES AS OF THE CLOSING
DATE:  $10,233,000

CERTIFICATE BALANCE OF THIS CLASS H          TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                             FISCAL AGENT: ABN AMRO BANK N.V.

No.  H-1-[__]                                CUSIP NO. [__________]
</TABLE>

                               CLASS H CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class H Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer and the Special Servicer with respect to Mortgage Loan No. 7, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class H Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2002-IQ3 and are issued in the Classes specified in the Pooling and Servicing
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      Distributions of principal of and interest on this Certificate will be
made out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

      Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Certificate Registrar nor any such agents shall be affected by notice to
the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY

Dated:  December 17, 2002

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                   AUTHENTICATING AGENT



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY



<PAGE>




                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM -  as tenant in common               UNIF GIFT MIN ACT.......................Custodian
                                                                       (Cust)
TEN ENT -  as tenants by the entireties
                                                   Under Uniform Gifts to Minors
JT TEN  -  as joint tenants with rights
            of survivorship and not as       Act................................
           tenants in common                                  (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

-------------------------------------
                                          PLEASE INSERT SOCIAL SECURITY OR OTHER
-------------------------------------      IDENTIFYING NUMBER OF ASSIGNEE

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------   ----------------------------------------
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.



------------------------------------------------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to
______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>




                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

  The following exchanges of a part of this Global Certificate have been made:


<PAGE>


                                  EXHIBIT A-12

                          [FORM OF CLASS J CERTIFICATE]

THIS CLASS J CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS J CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS J CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1

---------------
1 For Reg S Book-Entry Certificates only


<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-IQ3

<TABLE>
<S>                                          <C>
INITIAL PASS-THROUGH RATE: 6.00%             GENERAL MASTER SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING                NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF DECEMBER 1, 2002

CUT-OFF DATE:  DECEMBER 1, 2002              GENERAL SPECIAL SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

CLOSING DATE: DECEMBER 17, 2002              CO-OP SPECIAL SERVICER:  NATIONAL CONSUMER
                                             COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JANUARY 15, 2003    SPECIAL SERVICER WITH RESPECT TO MORTGAGE
                                             LOAN NO. 7:  PRINCIPAL GLOBAL
                                             INVESTORS LLC

AGGREGATE CERTIFICATE BALANCE OF THE         PAYING AGENT: LASALLE BANK NATIONAL ASSOCIATION
CLASS J CERTIFICATES AS OF THE CLOSING
DATE:  $9,097,000

CERTIFICATE BALANCE OF THIS CLASS J          TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                             FISCAL AGENT: ABN AMRO BANK N.V.

No.  J-1-[__]                                CUSIP NO. [__________]
</TABLE>

                               CLASS J CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class J Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer and the Special Servicer with respect to Mortgage Loan No. 7, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class J Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2002-IQ3 and are issued in the Classes specified in the Pooling and Servicing
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      Distributions of principal of and interest on this Certificate will be
made out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

      Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Certificate Registrar nor any such agents shall be affected by notice to
the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY

Dated:  December 17, 2002

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS J CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                AUTHENTICATING AGENT



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY


<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM - as tenant in common                UNIF GIFT MIN ACT......................Custodian
                                                                      (Cust)
TEN ENT - as tenants by the entireties
                                                   Under Uniform Gifts to Minors
JT TEN  - as joint tenants with rights
          of survivorship and not as         Act................................
          tenants in common                                   (State)

</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

-------------------------------------
                                          PLEASE INSERT SOCIAL SECURITY OR OTHER
-------------------------------------     IDENTIFYING NUMBER OF ASSIGNEE

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------   ----------------------------------------
                                        NOTICE: The signature to this
                                        assignment must correspond with the
                                        name as written upon the face of this
                                        Certificate in every particular without
                                        alteration or enlargement or any change
                                        whatever.



------------------------------------------------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>




                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to
______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>


                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

  The following exchanges of a part of this Global Certificate have been made:


<PAGE>


                                  EXHIBIT A-13

                          [FORM OF CLASS K CERTIFICATE]

THIS CLASS K CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS K CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS K CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1

---------------
1 For Reg S Book-Entry Certificates only


<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-IQ3

<TABLE>
<S>                                          <C>
INITIAL PASS-THROUGH RATE: 6.00%             GENERAL MASTER SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING                NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF DECEMBER 1, 2002

CUT-OFF DATE:  DECEMBER 1, 2002              GENERAL SPECIAL SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

CLOSING DATE: DECEMBER 17, 2002              CO-OP SPECIAL SERVICER:  NATIONAL CONSUMER
                                             COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JANUARY 15, 2003    SPECIAL SERVICER WITH RESPECT TO MORTGAGE
                                             LOAN NO. 7:  PRINCIPAL GLOBAL
                                             INVESTORS LLC

AGGREGATE CERTIFICATE BALANCE OF THE         PAYING AGENT: LASALLE BANK NATIONAL ASSOCIATION
CLASS K CERTIFICATES AS OF THE CLOSING
DATE:  $4,548,000

CERTIFICATE BALANCE OF THIS CLASS K          TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                             FISCAL AGENT: ABN AMRO BANK N.V.

No.  K-1-[__]                                CUSIP NO. [__________]
</TABLE>

                               CLASS K CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

      MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class K Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer and the Special Servicer with respect to Mortgage Loan No. 7, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class K Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2002-IQ3 and are issued in the Classes specified in the Pooling and Servicing
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      Distributions of principal of and interest on this Certificate will be
made out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

      Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Certificate Registrar nor any such agents shall be affected by notice to
the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY

Dated:  December 17, 2002

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS K CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                   AUTHENTICATING AGENT



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM - as tenant in common                UNIF GIFT MIN ACT.......................Custodian
                                                                        (Cust)
TEN ENT - as tenants by the entireties
                                                Under Uniform Gifts to Minors
JT TEN  - as joint tenants with rights
          of survivorship and not as         Act................................
          tenants in common                                 (State)

</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

-------------------------------------
                                          PLEASE INSERT SOCIAL SECURITY OR OTHER
-------------------------------------     IDENTIFYING NUMBER OF ASSIGNEE

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------    ---------------------------------------
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.



------------------------------------------------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to
______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>




                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

  The following exchanges of a part of this Global Certificate have been made:


<PAGE>


                                  EXHIBIT A-14

                          [FORM OF CLASS L CERTIFICATE]

THIS CLASS L CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS L CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS L CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1

---------------
1 For Reg S Book-Entry Certificates only


<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-IQ3

<TABLE>
<S>                                          <C>
INITIAL PASS-THROUGH RATE: 6.00%             GENERAL MASTER SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING                NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF DECEMBER 1, 2002

CUT-OFF DATE:  DECEMBER 1, 2002              GENERAL SPECIAL SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

CLOSING DATE: DECEMBER 17, 2002              CO-OP SPECIAL SERVICER:  NATIONAL CONSUMER
                                             COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JANUARY 15, 2003    SPECIAL SERVICER WITH RESPECT TO MORTGAGE
                                             LOAN NO. 7:  PRINCIPAL GLOBAL
                                             INVESTORS LLC

AGGREGATE CERTIFICATE BALANCE OF THE         PAYING AGENT: LASALLE BANK NATIONAL ASSOCIATION
CLASS L CERTIFICATES AS OF THE CLOSING
DATE:  $6,822,000

CERTIFICATE BALANCE OF THIS CLASS L          TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                             FISCAL AGENT: ABN AMRO BANK N.V.

No.  L-1-[__]                                CUSIP NO. [__________]
</TABLE>


                               CLASS L CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class L Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer and the Special Servicer with respect to Mortgage Loan No. 7, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class L Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2002-IQ3 and are issued in the Classes specified in the Pooling and Servicing
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      Distributions of principal of and interest on this Certificate will be
made out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

      Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Certificate Registrar nor any such agents shall be affected by notice to
the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                             By:
                                                 -------------------------------
                                                       AUTHORIZED SIGNATORY

Dated:  December 17, 2002

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS L CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                AUTHENTICATING AGENT



                                             By:
                                                 -------------------------------
                                                       AUTHORIZED SIGNATORY



<PAGE>




                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM - as tenant in common                UNIF GIFT MIN ACT.......................Custodian
                                                                        (Cust)
TEN ENT - as tenants by the entireties
                                                Under Uniform Gifts to Minors
JT TEN  - as joint tenants with rights
          of survivorship and not as
          tenants in common                  Act................................
                                                            (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

-------------------------------------
                                          PLEASE INSERT SOCIAL SECURITY OR OTHER
-------------------------------------     IDENTIFYING NUMBER OF ASSIGNEE

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------   ----------------------------------------
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.



------------------------------------------------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>


                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to
______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>




      [TO BE ATTACHED TO GLOBAL CERTIFICATES]

      SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

      The following exchanges of a part of this Global Certificate have been
made:


<PAGE>


                                  EXHIBIT A-15

                          [FORM OF CLASS M CERTIFICATE]

THIS CLASS M CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS M CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS M CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1

---------------
1 For Reg S Book-Entry Certificates only


<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-IQ3

<TABLE>
<S>                                          <C>
INITIAL PASS-THROUGH RATE: 6.00%             GENERAL MASTER SERVICER:  GMAC COMMERCIAL
MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING                NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF DECEMBER 1, 2002

CUT-OFF DATE:  DECEMBER 1, 2002              GENERAL SPECIAL SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

CLOSING DATE: DECEMBER 17, 2002              CO-OP SPECIAL SERVICER:  NATIONAL CONSUMER
                                             COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JANUARY 15, 2003    SPECIAL SERVICER WITH RESPECT TO MORTGAGE
                                             LOAN NO. 7:  PRINCIPAL GLOBAL
                                             INVESTORS LLC

AGGREGATE CERTIFICATE BALANCE OF THE         PAYING AGENT: LASALLE BANK NATIONAL ASSOCIATION
CLASS M CERTIFICATES AS OF THE CLOSING
DATE:  $2,274,000

CERTIFICATE BALANCE OF THIS CLASS M          TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                             FISCAL AGENT: ABN AMRO BANK N.V.

No.  M-1-[__]                                CUSIP NO. [__________]
</TABLE>


                               CLASS M CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class M Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer and the Special Servicer with respect to Mortgage Loan No. 7, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class M Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2002-IQ3 and are issued in the Classes specified in the Pooling and Servicing
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      Distributions of principal of and interest on this Certificate will be
made out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

      Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Special Servicer and the Certificate Registrar and any of their agents
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the General Master Servicer, the NCB Master Servicer,
the General Special Servicer, Co-op Special Servicer, the Special Servicer with
respect to Mortgage Loan No. 7, the Certificate Registrar nor any such agents
shall be affected by notice to the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY

Dated:  December 17, 2002

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS M CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                   AUTHENTICATING AGENT



                                             By:
                                                 -------------------------------
                                                       AUTHORIZED SIGNATORY



<PAGE>




                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM - as tenant in common                UNIF GIFT MIN ACT.......................Custodian
                                                                     (Cust)
TEN ENT - as tenants by the entireties
                                                   Under Uniform Gifts to Minors
JT TEN  - as joint tenants with rights
          of survivorship and not as
          tenants in common                  Act................................
                                                           (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

-------------------------------------
                                          PLEASE INSERT SOCIAL SECURITY OR OTHER
-------------------------------------     IDENTIFYING NUMBER OF ASSIGNEE

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------   ----------------------------------------
                                        NOTICE: The signature to this
                                        assignment must correspond with the
                                        name as written upon the face of this
                                        Certificate in every particular without
                                        alteration or enlargement or any change
                                        whatever.



------------------------------------------------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>




                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to
______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>


                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

  The following exchanges of a part of this Global Certificate have been made:


<PAGE>


                                  EXHIBIT A-16

                          [FORM OF CLASS N CERTIFICATE]

THIS CLASS N CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS N CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS N CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1

---------------
1 For Reg S Book-Entry Certificates only


<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-IQ3

<TABLE>
<S>                                          <C>
INITIAL PASS-THROUGH RATE: 6.00%             GENERAL MASTER SERVICER:  GMAC COMMERCIAL
MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING                NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF DECEMBER 1, 2002

CUT-OFF DATE:  DECEMBER 1, 2002              GENERAL SPECIAL SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

CLOSING DATE: DECEMBER 17, 2002              CO-OP SPECIAL SERVICER:  NATIONAL CONSUMER
                                             COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JANUARY 15, 2003    SPECIAL SERVICER WITH RESPECT TO MORTGAGE
                                             LOAN NO. 7:  PRINCIPAL GLOBAL
                                             INVESTORS LLC

AGGREGATE CERTIFICATE BALANCE OF THE         PAYING AGENT: LASALLE BANK NATIONAL ASSOCIATION
CLASS N CERTIFICATES AS OF THE CLOSING
DATE:  $2,274,000

CERTIFICATE BALANCE OF THIS CLASS N          TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                              FISCAL AGENT: ABN AMRO BANK N.V.

No.  N-1-[__]                                CUSIP NO. [__________]
</TABLE>

                               CLASS N CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class N Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer and the Special Servicer with respect to Mortgage Loan No. 7, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class N Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2002-IQ3 and are issued in the Classes specified in the Pooling and Servicing
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      Distributions of principal of and interest on this Certificate will be
made out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

      Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Certificate Registrar nor any such agents shall be affected by notice to
the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY

Dated:  December 17, 2002

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS N CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                AUTHENTICATING AGENT



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM - as tenant in common                UNIF GIFT MIN ACT.......................Custodian
                                                                         (Cust)
TEN ENT - as tenants by the entireties
                                                Under Uniform Gifts to Minors
JT TEN  - as joint tenants with rights
          of survivorship and not as         Act................................
          tenants in common                                 (State)

</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

-------------------------------------
                                          PLEASE INSERT SOCIAL SECURITY OR OTHER
-------------------------------------     IDENTIFYING NUMBER OF ASSIGNEE

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------    ---------------------------------------
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.



------------------------------------------------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>




                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to
______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>


                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

  The following exchanges of a part of this Global Certificate have been made:


<PAGE>


                                  EXHIBIT A-17

                          [FORM OF CLASS O CERTIFICATE]

THIS CLASS O CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS O CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS O CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1

---------------
1 For Reg S Book-Entry Certificates only

<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-IQ3

<TABLE>
<S>                                          <C>
INITIAL PASS-THROUGH RATE: 6.00%             GENERAL MASTER SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING                NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF DECEMBER 1, 2002

CUT-OFF DATE:  DECEMBER 1, 2002              GENERAL SPECIAL SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

CLOSING DATE: DECEMBER 17, 2002              CO-OP SPECIAL SERVICER:  NATIONAL CONSUMER
                                             COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JANUARY 15, 2003    SPECIAL SERVICER WITH RESPECT TO MORTGAGE
                                             LOAN NO. 7:  PRINCIPAL GLOBAL
                                             INVESTORS LLC

AGGREGATE CERTIFICATE BALANCE OF THE         PAYING AGENT: LASALLE BANK NATIONAL ASSOCIATION
CLASS O CERTIFICATES AS OF THE CLOSING
DATE:  $9,097,278

CERTIFICATE BALANCE OF THIS CLASS O          TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
 CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                             FISCAL AGENT: ABN AMRO BANK N.V.

No.  O-1-[__]                                CUSIP NO. [__________]
</TABLE>

                               CLASS O CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class O Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer and the Special Servicer with respect to Mortgage Loan No. 7, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class O Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2002-IQ3 and are issued in the Classes specified in the Pooling and Servicing
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      Distributions of principal of and interest on this Certificate will be
made out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

      Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Certificate Registrar nor any such agents shall be affected by notice to
the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY

Dated:  December 17, 2002


                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS O CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                   AUTHENTICATING AGENT



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM - as tenant in common                UNIF GIFT MIN ACT.......................Custodian
                                                                       (Cust)
TEN ENT - as tenants by the entireties
                                                Under Uniform Gifts to Minors
JT TEN  - as joint tenants with rights
          of survivorship and not as
          tenants in common                  Act................................
                                                           (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

-------------------------------------
                                          PLEASE INSERT SOCIAL SECURITY OR OTHER
-------------------------------------     IDENTIFYING NUMBER OF ASSIGNEE

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------    ---------------------------------------
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.



----------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>




                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to
______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>


                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

  The following exchanges of a part of this Global Certificate have been made:


<PAGE>


                                  EXHIBIT A-18

                         [FORM OF CLASS EI CERTIFICATE]

THIS CLASS EI CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS EI CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.



<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-IQ3

<TABLE>
<S>                                          <C>
PERCENTAGE INTEREST OF THIS CLASS EI         GENERAL MASTER SERVICER:  GMAC COMMERCIAL
CERTIFICATE:  100%                           MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING                NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF DECEMBER 1, 2002

CUT-OFF DATE:  DECEMBER 1, 2002              GENERAL SPECIAL SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

CLOSING DATE: DECEMBER 17, 2002              CO-OP SPECIAL SERVICER:  NATIONAL CONSUMER
                                             COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JANUARY 15, 2003    SPECIAL SERVICER WITH RESPECT TO MORTGAGE
                                             LOAN NO. 7:  PRINCIPAL GLOBAL
                                             INVESTORS LLC

                                             PAYING AGENT: LASALLE BANK NATIONAL ASSOCIATION

                                             TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION

                                             FISCAL AGENT: ABN AMRO BANK N.V.

No.  EI-1-[__]                               CUSIP NO. [__________]
</TABLE>


                              CLASS EI CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT ALLIED cAPITAL CORPORATION is the registered owner of
the interest evidenced by this Certificate in the Class EI Certificates issued
by the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
the Co-op Special Servicer and the Special Servicer with respect to Mortgage
Loan No. 7, a summary of certain of the pertinent provisions of which is set
forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the Percentage Interest in the Class
EI Certificates specified on the face hereof. The Certificates are designated as
the Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage Pass-Through
Certificates, Series 2002-IQ3 and are issued in the Classes specified in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      Class EI Certificate represents a beneficial ownership of Excess Interest
in respect of Mortgage Loans having a hyper-amortization feature. Any amount of
Excess Interest on deposit in the Excess Interest Sub-account for the related
Collection Period will be paid to the holders of the Class EI Certificates, to
the extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Certificate Registrar nor any such agents shall be affected by notice to
the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY

Dated:  December 17, 2002


                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS EI CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                   AUTHENTICATING AGENT



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM - as tenant in common                UNIF GIFT MIN ACT.......................Custodian
                                                                       (Cust)
TEN ENT - as tenants by the entireties
                                                Under Uniform Gifts to Minors
JT TEN  - as joint tenants with rights
          of survivorship and not as
          tenants in common                  Act................................
                                                            (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

-------------------------------------
                                          PLEASE INSERT SOCIAL SECURITY OR OTHER
-------------------------------------     IDENTIFYING NUMBER OF ASSIGNEE

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------    ---------------------------------------
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.



------------------------------------------------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>




                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to
______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.




<PAGE>


                                  EXHIBIT A-19

                         [FORM OF CLASS R-I CERTIFICATE]

THIS CLASS R-I CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
PERSON OTHER THAN A UNITED STATES PERSON (AS DEFINED IN SECTION 7701(A)(30) OF
THE CODE) (A "UNITED STATES TAX PERSON").

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE CODE OR
APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS
OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-I CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE CERTIFICATE
REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS
OF THE POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE
FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS
ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC, A MAJORITY OF ITS BOARD OF
DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE
COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A "UNITED STATES TAX
PERSON," (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES TAX
PERSON OR (F) A PERSON WITH RESPECT TO WHOM INCOME FROM THIS CLASS R-I
CERTIFICATE IS ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE,
WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY
OTHER UNITED STATES TAX PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE
THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS R-I CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A
NON-UNITED STATES PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A
NON-UNITED STATES TAX PERSON, OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED
IN THE POOLING AND SERVICING AGREEMENT, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-I
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.



<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-IQ3

<TABLE>
<S>                                          <C>
PERCENTAGE INTEREST OF THIS CLASS            GENERAL MASTER SERVICER:  GMAC COMMERCIAL
R-I CERTIFICATE:  100%                       MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING                NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF DECEMBER 1, 2002

CUT-OFF DATE:  DECEMBER 1, 2002              GENERAL SPECIAL SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

CLOSING DATE: DECEMBER 17, 2002              CO-OP SPECIAL SERVICER:  NATIONAL CONSUMER
                                             COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JANUARY 15, 2003    SPECIAL SERVICER WITH RESPECT TO MORTGAGE
                                             LOAN NO. 7:  PRINCIPAL GLOBAL
                                             INVESTORS LLC

                                             PAYING AGENT: LASALLE BANK NATIONAL ASSOCIATION

                                             TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION

                                             FISCAL AGENT: ABN AMRO BANK N.V.

                                             No.  R-I
</TABLE>

                              CLASS R-I CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT MORGAN STANLEY & CO. INCORPORATED is the registered
owner of the interest evidenced by this Certificate in the Class R-I
Certificates issued by the Trust created pursuant to the Pooling and Servicing
Agreement, dated as specified above (the "Pooling and Servicing Agreement"),
among Morgan Stanley Dean Witter Capital I Inc. (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
the Co-op Special Servicer and the Special Servicer with respect to Mortgage
Loan No. 7, a summary of certain of the pertinent provisions of which is set
forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the Percentage Interest in the Class
R-I Certificates specified on the face hereof. The Certificates are designated
as the Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage
Pass-Through Certificates, Series 2002-IQ3 and are issued in the Classes
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      The Holder of this Certificate shall be entitled to receive only certain
amounts set forth in the Pooling and Servicing Agreement, including a
distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby of the amounts which remain on deposit in the
Distribution Account after payment to the holders of all other Certificates of
all amounts set forth in the Pooling and Servicing Agreement. Distributions on
this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      The Residual Certificates will be issued in fully registered, certificated
form in minimum percentage interests of 10% and in multiples of 10% in excess
thereof.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Certificate Registrar nor any such agents shall be affected by notice to
the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                             By:
                                                 -------------------------------
                                                       AUTHORIZED SIGNATORY

Dated:  December 17, 2002


                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS R-I CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                AUTHENTICATING AGENT



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM - as tenant in common                UNIF GIFT MIN ACT.......................Custodian
                                                                        (Cust)
TEN ENT - as tenants by the entireties
                                                Under Uniform Gifts to Minors
JT TEN  - as joint tenants with rights
          of survivorship and not as              Act......................
          tenants in common                                 (State)

</TABLE>

     Additional abbreviations may also be used though not in the above list.


                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

-------------------------------------
                                          PLEASE INSERT SOCIAL SECURITY OR OTHER
                                          IDENTIFYING NUMBER OF ASSIGNEE
-------------------------------------

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------    ---------------------------------------
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.



---------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to
______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.


<PAGE>


                                  EXHIBIT A-20

                        [FORM OF CLASS R-II CERTIFICATE]

THIS CLASS R-II CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE FISCAL AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE
GENERAL MASTER SERVICER, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE CO-OP SPECIAL SERVICER, THE SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN
NO. 7, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT
BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
PERSON OTHER THAN A UNITED STATES PERSON (AS DEFINED IN SECTION 7701(A)(30) OF
THE CODE) (A "UNITED STATES TAX PERSON").

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE CODE OR
APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS
OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-II CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE CERTIFICATE
REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS
OF THE POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE
FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS
ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC, A MAJORITY OF ITS BOARD OF
DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE
COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A "UNITED STATES TAX
PERSON," (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES TAX
PERSON OR (F) A PERSON WITH RESPECT TO WHOM INCOME FROM THIS CLASS R-II
CERTIFICATE IS ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE,
WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY
OTHER UNITED STATES TAX PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE
THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS R-II CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A
NON-UNITED TAX STATES PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A
NON-UNITED STATES PERSON, OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED IN
THE POOLING AND SERVICING AGREEMENT, SUCH REGISTRATION SHALL BE DEEMED TO BE OF
NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-II
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.



<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-IQ3

<TABLE>
<S>                                          <C>
PERCENTAGE INTEREST OF THIS CLASS            GENERAL MASTER SERVICER:  GMAC COMMERCIAL
R-II CERTIFICATE:  100.0%                    MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING                NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF DECEMBER 1, 2002

CUT-OFF DATE:  DECEMBER 1, 2002              GENERAL SPECIAL SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

CLOSING DATE: DECEMBER 17, 2002              CO-OP SPECIAL SERVICER:  NATIONAL CONSUMER
                                             COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JANUARY 15, 2003    SPECIAL SERVICER WITH RESPECT TO MORTGAGE
                                             LOAN NO. 7:  PRINCIPAL GLOBAL
                                             INVESTORS LLC

                                             PAYING AGENT: LASALLE BANK NATIONAL ASSOCIATION

                                             TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION

                                             FISCAL AGENT: ABN AMRO BANK N.V.

                                             No.  R-II
</TABLE>


                             CLASS R-II CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT MORGAN STANLEY & CO. INCORPORATED is the registered
owner of the interest evidenced by this Certificate in the Class R-II
Certificates issued by the Trust created pursuant to the Pooling and Servicing
Agreement, dated as specified above (the "Pooling and Servicing Agreement"),
among Morgan Stanley Dean Witter Capital I Inc. (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
the Co-op Special Servicer and the Special Servicer with respect to Mortgage
Loan No. 7, a summary of certain of the pertinent provisions of which is set
forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the Percentage Interest in the Class
R-II Certificates specified on the face hereof. The Certificates are designated
as the Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage
Pass-Through Certificates, Series 2002-IQ3 and are issued in the Classes
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      The Holder of this Certificate shall be entitled to receive only certain
amounts set forth in the Pooling and Servicing Agreement, including a
distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby of the amounts which remain on deposit in the
Distribution Account after payment to the holders of all other Certificates of
all amounts set forth in the Pooling and Servicing Agreement. Distributions on
this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      The Residual Certificates will be issued in fully registered, certificated
form in minimum percentage interests of 10% and in multiples of 10% in excess
thereof.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Certificate Registrar nor any such agents shall be affected by notice to
the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                             as Certificate Registrar



                                             By:
                                                 -------------------------------
                                                       AUTHORIZED SIGNATORY


Dated:  December 17, 2002


                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS R-II CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                   AUTHENTICATING AGENT



                                             By:
                                                 -------------------------------
                                                       AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM - as tenant in common                UNIF GIFT MIN ACT.......................Custodian
                                                                      (Cust)
TEN ENT - as tenants by the entireties
                                                Under Uniform Gifts to Minors
JT TEN  - as joint tenants with rights
          of survivorship and not as              Act......................
          tenants in common                                (State)

</TABLE>

      Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

-------------------------------------
                                          PLEASE INSERT SOCIAL SECURITY OR OTHER
-------------------------------------     IDENTIFYING NUMBER OF ASSIGNEE

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------    ---------------------------------------
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.



------------------------------------------------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.


<PAGE>


                                  EXHIBIT A-21

                        [FORM OF CLASS R-III CERTIFICATE]

THIS CLASS R-III CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
PERSON OTHER THAN A UNITED STATES PERSON (AS DEFINED IN SECTION 7701(A)(30) OF
THE CODE (A "UNITED STATES TAX PERSON").

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE CODE OR
APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS
OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-III CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE
CERTIFICATE REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND
BY THE TERMS OF THE POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET
FORTH ON THE FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY
STATE OR POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR INSTRUMENTALITY OF ANY
OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF
ITS ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC, A MAJORITY OF ITS BOARD
OF DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE
COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A "UNITED STATES TAX
PERSON," (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES TAX
PERSON OR (F) A PERSON WITH RESPECT TO WHOM THIS CLASS R-III CERTIFICATE IS
ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE
MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER UNITED
STATES TAX PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE
TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS R-III CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A
NON-UNITED STATES PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A
NON-UNITED STATES TAX PERSON, OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED
IN THE POOLING AND SERVICING AGREEMENT, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-III
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.



<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-IQ3

<TABLE>
<S>                                          <C>
PERCENTAGE INTEREST OF THIS CLASS            GENERAL MASTER SERVICER:  GMAC
R-III CERTIFICATE:  100%                     COMMERCIAL  MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING                NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF DECEMBER 1, 2002

CUT-OFF DATE:  DECEMBER 1, 2002              GENERAL SPECIAL SERVICER:  GMAC
                                             COMMERCIAL MORTGAGE CORPORATION

CLOSING DATE: DECEMBER 17, 2002              CO-OP SPECIAL SERVICER:  NATIONAL
                                             CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JANUARY 15, 2003    SPECIAL SERVICER WITH RESPECT TO
                                             MORTGAGE LOAN NO. 7:  PRINCIPAL
                                             GLOBAL INVESTORS LLC

                                             PAYING AGENT: LASALLE BANK NATIONAL
                                             ASSOCIATION

                                             TRUSTEE:  LASALLE BANK NATIONAL
                                             ASSOCIATION

                                             FISCAL AGENT: ABN AMRO BANK N.V.

                                             No.  R-III
</TABLE>


                             CLASS R-III CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT MORGAN STANLEY & CO. INCORPORATED is the registered
owner of the interest evidenced by this Certificate in the Class R-III
Certificates issued by the Trust created pursuant to the Pooling and Servicing
Agreement, dated as specified above (the "Pooling and Servicing Agreement"),
among Morgan Stanley Dean Witter Capital I Inc. (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
the Co-op Special Servicer and the Special Servicer with respect to Mortgage
Loan No. 7, a summary of certain of the pertinent provisions of which is set
forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the Percentage Interest in the Class
R-III Certificates specified on the face hereof. The Certificates are designated
as the Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage
Pass-Through Certificates, Series 2002-IQ3 and are issued in the Classes
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      The Holder of this Certificate shall be entitled to receive only certain
amounts set forth in the Pooling and Servicing Agreement, including a
distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby of the amounts which remain on deposit in the
Distribution Account after payment to the holders of all other Certificates of
all amounts set forth in the Pooling and Servicing Agreement. Distributions on
this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      The Residual Certificates will be issued in fully registered, certificated
form in minimum percentage interests of 10% and in multiples of 10% in excess
thereof.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Certificate Registrar nor any such agents shall be affected by notice to
the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                             By:
                                                 -------------------------------
                                                      AUTHORIZED SIGNATORY

Dated:  December 17, 2002


                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS R-III CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                   AUTHENTICATING AGENT



                                             By:
                                                 -------------------------------
                                                       AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM - as tenant in common                UNIF GIFT MIN ACT.......................Custodian
                                                                     (Cust)
TEN ENT - as tenants by the entireties
                                                Under Uniform Gifts to Minors
JT TEN  - as joint tenants with rights
          of survivorship and not as              Act......................
          tenants in common                                 (State)

</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

-------------------------------------
                                          PLEASE INSERT SOCIAL SECURITY OR OTHER
-------------------------------------     IDENTIFYING NUMBER OF ASSIGNEE

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

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

             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------    ---------------------------------------
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.



---------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.


<PAGE>


                                  EXHIBIT A-22

                         [FORM OF CLASS X-1 CERTIFICATE]

THIS CLASS X-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE INITIAL NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED
AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE
NOTIONAL AMOUNT OF THIS CLASS X-1 CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE PAYING
AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1

---------------
1 For Reg S Book-Entry Certificates only
<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-IQ3

<TABLE>
<S>                                          <C>
INITIAL PASS-THROUGH RATE:  0.24%            GENERAL MASTER SERVICER:  GMAC COMMERCIAL
                                             MORTGAGE CORPORATION

INITIAL NOTIONAL AMOUNT OF THIS CLASS        NCB MASTER SERVICER:  NCB, FSB
 X-1 CERTIFICATE: $909,642,278

DATE OF POOLING AND SERVICING                GENERAL SPECIAL SERVICER:  GMAC COMMERCIAL
AGREEMENT:  AS OF DECEMBER 1, 2002           MORTGAGE CORPORATION

CUT-OFF DATE:  DECEMBER 1, 2002              CO-OP SPECIAL SERVICER:  NATIONAL CONSUMER
                                             COOPERATIVE BANK

CLOSING DATE: DECEMBER 17, 2002              SPECIAL SERVICER WITH RESPECT TO MORTGAGE
                                             LOAN NO. 7:  PRINCIPAL GLOBAL INVESTORS LLC

FIRST DISTRIBUTION DATE: JANUARY 15, 2003    PAYING AGENT: LASALLE BANK NATIONAL ASSOCIATION

AGGREGATE NOTIONAL AMOUNT OF THE             TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CLASS X-1 CERTIFICATES AS OF THE CLOSING
DATE:  $909,642,278

CERTIFICATE BALANCE OF THIS CLASS X-1        FISCAL AGENT: ABN AMRO BANK N.V.
 CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No.  X-1-[__]                                CUSIP NO. [__________]
</TABLE>

                              CLASS X-1 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class X-1 Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer and the Special Servicer with respect to Mortgage Loan No. 7, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Notional Amount of this Certificate
specified on the face hereof by the initial aggregate Notional Amount of the
Class X-1 Certificates. The Certificates are designated as the Morgan Stanley
Dean Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2002-IQ3 and are issued in the Classes specified in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      Distributions of interest on this Certificate will be made out of the
Available Distribution Amount, to the extent and subject to the limitations set
forth in the Pooling and Servicing Agreement, on the 15th day of each month or,
if such 15th day is not a Business Day, the next succeeding Business Day (a
"Distribution Date") commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

      Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Notional Amount of this Certificate immediately prior to each Distribution
Date. Interest allocated to this Certificate on any Distribution Date will be in
an amount due to this Certificate's pro rata share of the amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      Subject to the terms of the Pooling and Servicing Agreement, the Class X-1
Certificates will be issued in denominations of $100,000 initial Notional Amount
and in any whole dollar denomination in excess thereof.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Certificate Registrar nor any such agents shall be affected by notice to
the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                             By:
                                                 -------------------------------
                                                       AUTHORIZED SIGNATORY


Dated:  December 17, 2002


                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS X-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                   AUTHENTICATING AGENT



                                             By:
                                                 -------------------------------
                                                       AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM - as tenant in common                UNIF GIFT MIN ACT.......................Custodian
                                                                       (Cust)
TEN ENT - as tenants by the entireties
                                                Under Uniform Gifts to Minors
JT TEN  - as joint tenants with rights
          of survivorship and not as              Act......................
          tenants in common                                  (State)

</TABLE>

     Additional abbreviations may also be used though not in the above list.


                                FORM OF TRANSFER


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

-------------------------------------
                                          PLEASE INSERT SOCIAL SECURITY OR OTHER
-------------------------------------     IDENTIFYING NUMBER OF ASSIGNEE

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------    ---------------------------------------
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.



----------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to _____________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.


<PAGE>


                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

  The following exchanges of a part of this Global Certificate have been made:


<PAGE>


                                  EXHIBIT A-23

                         [FORM OF CLASS X-2 CERTIFICATE]

THIS CLASS X-2 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE INITIAL NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED
AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE
NOTIONAL AMOUNT OF THIS CLASS X-2 CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE PAYING
AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1

---------------
1 For Reg S Book-Entry Certificates only


<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-IQ3

INITIAL PASS-THROUGH RATE:  1.71%            GENERAL MASTER SERVICER:  GMAC
                                             COMMERCIAL MORTGAGE CORPORATION

INITIAL NOTIONAL AMOUNT OF THIS CLASS        NCB MASTER SERVICER:  NCB, FSB
X-2 CERTIFICATE: $824,775,000

DATE OF POOLING AND SERVICING                GENERAL SPECIAL SERVICER:  GMAC C
AGREEMENT:  AS OF DECEMBER 1, 2002           OMMERCIAL MORTGAGE CORPORATION

CUT-OFF DATE:  DECEMBER 1, 2002              CO-OP SPECIAL SERVICER:  NATIONAL
                                             CONSUMER COOPERATIVE BANK

CLOSING DATE: DECEMBER 17, 2002              SPECIAL SERVICER WITH RESPECT TO
                                             MORTGAGE LOAN NO. 7:  PRINCIPAL
                                             GLOBAL INVESTORS LLC

FIRST DISTRIBUTION DATE: JANUARY 15, 2003    PAYING AGENT: LASALLE BANK NATIONAL
                                             ASSOCIATION

AGGREGATE NOTIONAL AMOUNT OF THE             TRUSTEE:  LASALLE BANK NATIONAL
CLASS X-2 CERTIFICATES AS OF THE             ASSOCIATION
CLOSING DATE:  $824,775,000

CERTIFICATE BALANCE OF THIS CLASS X-2        FISCAL AGENT: ABN AMRO BANK N.V.
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No.  X-2-[__]                                CUSIP NO. [__________]



                              CLASS X-2 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class X-2 Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer and the Special Servicer with respect to Mortgage Loan No. 7, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Notional Amount of this Certificate
specified on the face hereof by the initial aggregate Notional Amount of the
Class X-2 Certificates. The Certificates are designated as the Morgan Stanley
Dean Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2002-IQ3 and are issued in the Classes specified in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      Distributions of interest on this Certificate will be made out of the
Available Distribution Amount, to the extent and subject to the limitations set
forth in the Pooling and Servicing Agreement, on the 15th day of each month or,
if such 15th day is not a Business Day, the next succeeding Business Day (a
"Distribution Date") commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

      Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Notional Amount of this Certificate immediately prior to each Distribution
Date. Interest allocated to this Certificate on any Distribution Date will be in
an amount due to this Certificate's pro rata share of the amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      Subject to the terms of the Pooling and Servicing Agreement, the Class X-2
Certificates will be issued in denominations of $100,000 initial Notional Amount
and in any whole dollar denomination in excess thereof.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Certificate Registrar nor any such agents shall be affected by notice to
the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                             By:
                                                 -------------------------------
                                                       AUTHORIZED SIGNATORY


Dated:  December 17, 2002


                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS X-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                   AUTHENTICATING AGENT



                                             By:
                                                 -------------------------------
                                                       AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM - as tenant in common                UNIF GIFT MIN ACT.......................Custodian
                                                                   (Cust)
TEN ENT - as tenants by the entireties
                                                Under Uniform Gifts to Minors
JT TEN  - as joint tenants with rights
          of survivorship and not as              Act......................
          tenants in common                                  (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

-------------------------------------
                                          PLEASE INSERT SOCIAL SECURITY OR OTHER
-------------------------------------     IDENTIFYING NUMBER OF ASSIGNEE

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------    ---------------------------------------
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.



---------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>




                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to _____________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.



<PAGE>


                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

  The following exchanges of a part of this Global Certificate have been made:

<PAGE>


                                  EXHIBIT A-24

                         [FORM OF CLASS X-Y CERTIFICATE]

THIS CLASS X-Y CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE SPECIAL SERVICER WITH RESPECT TO MORTGAGE LOAN NO. 7, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE INITIAL NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED
AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE
NOTIONAL AMOUNT OF THIS CLASS X-Y CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE PAYING
AGENT.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1

---------------
1 For Reg S Book-Entry Certificates only
<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-IQ3

INITIAL PASS-THROUGH RATE:  1.07%            GENERAL MASTER SERVICER:  GMAC
                                             COMMERCIAL MORTGAGE CORPORATION

INITIAL NOTIONAL AMOUNT OF THIS CLASS        NCB MASTER SERVICER:  NCB, FSB
 X-Y CERTIFICATE: $778,574,565

DATE OF POOLING AND SERVICING                GENERAL SPECIAL SERVICER:  GMAC
AGREEMENT:  AS OF DECEMBER 1, 2002           COMMERCIAL MORTGAGE CORPORATION

CUT-OFF DATE:  DECEMBER 1, 2002              CO-OP SPECIAL SERVICER:  NATIONAL
                                             CONSUMER COOPERATIVE BANK

CLOSING DATE: DECEMBER 17, 2002              SPECIAL SERVICER WITH RESPECT TO
                                             MORTGAGE LOAN NO. 7:  PRINCIPAL
                                             GLOBAL INVESTORS LLC

FIRST DISTRIBUTION DATE: JANUARY 15, 2003    PAYING AGENT: LASALLE BANK NATIONAL
                                             ASSOCIATION

AGGREGATE NOTIONAL AMOUNT OF THE CLASS       TRUSTEE:  LASALLE BANK NATIONAL
X-Y CERTIFICATES AS OF THE CLOSING           ASSOCIATION
DATE:  $87,981,643

CERTIFICATE BALANCE OF THIS CLASS X-Y        FISCAL AGENT: ABN AMRO BANK N.V.
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                             No.  X-Y


                              CLASS X-Y CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

      THIS CERTIFIES THAT National Consumer Cooperative Bank is the registered
owner of the interest evidenced by this Certificate in the Class X-Y
Certificates issued by the Trust created pursuant to the Pooling and Servicing
Agreement, dated as specified above (the "Pooling and Servicing Agreement"),
among Morgan Stanley Dean Witter Capital I Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the
Certificate Registrar, the General Master Servicer, the NCB Master Servicer, the
General Special Servicer, the Co-op Special Servicer and the Special Servicer
with respect to Mortgage Loan No. 7, a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of the
Mortgage Loans, such amounts as shall from time to time be held in the
Certificate Account and Distribution Account, the Insurance Policies and any REO
Properties. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement.

      This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Notional Amount of this Certificate
specified on the face hereof by the initial aggregate Notional Amount of the
Class X-Y Certificates. The Certificates are designated as the Morgan Stanley
Dean Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2002-IQ3 and are issued in the Classes specified in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

      Distributions of interest on this Certificate will be made out of the
Available Distribution Amount, to the extent and subject to the limitations set
forth in the Pooling and Servicing Agreement, on the 15th day of each month or,
if such 15th day is not a Business Day, the next succeeding Business Day (a
"Distribution Date") commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

      Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Notional Amount of this Certificate immediately prior to each Distribution
Date. Interest allocated to this Certificate on any Distribution Date will be in
an amount due to this Certificate's pro rata share of the amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

      Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

      Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

      The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

      All distributions under the Pooling and Servicing Agreement to a nominee
of The Depository Trust Company ("DTC") will be made by or on behalf of the
Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations will be issued to the designated transferee or
transferees.

      Subject to the terms of the Pooling and Servicing Agreement, the Class X-Y
Certificates will be issued in denominations of $100,000 initial Notional Amount
and in any whole dollar denomination in excess thereof.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No. 7
and the Certificate Registrar and any of their agents may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
Co-op Special Servicer, the Special Servicer with respect to Mortgage Loan No.
7, the Certificate Registrar nor any such agents shall be affected by notice to
the contrary.

      The obligations and responsibilities of the Trustee and the Paying Agent
created hereby (other than the obligation of the Paying Agent to make payments
to the Certificateholders as set forth in Section 10.2 of the Pooling and
Servicing Agreement and other than the obligations in the nature of information
or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the
Trust and (B) the disposition of all REO Property, (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement, (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the
property held in the Trust in accordance with Section 10.1(d) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

      The Certificate Registrar has executed this Certificate under the Pooling
and Servicing Agreement.

      THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


      IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                as Certificate Registrar



                                             By:
                                                 -------------------------------
                                                       AUTHORIZED SIGNATORY


Dated:  December 17, 2002


                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS X-Y CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                                AUTHENTICATING AGENT



                                             By:
                                                 -------------------------------
                                                       AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                          <C>
TEN COM  - as tenant in common               UNIF GIFT MIN ACT.......................Custodian
                                                                       (Cust)
TEN ENT  - as tenants by the entireties
                                                Under Uniform Gifts to Minors
JT TEN   - as joint tenants with rights
           of survivorship and not as
           tenants in common                      Act......................
                                                             (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.


                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

-------------------------------------
                                          PLEASE INSERT SOCIAL SECURITY OR OTHER
-------------------------------------     IDENTIFYING NUMBER OF ASSIGNEE

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------------    ---------------------------------------
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.



---------------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by
a member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>




                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ___________________________
account number ______________ or, if mailed by check, to _____________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                                  EXHIBIT B-1

                    FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                                  December __, 2002


Morgan Stanley Dean Witter Capital I Inc.
1585 Broadway
New York, NY 10036

Morgan Stanley Dean Witter Mortgage Capital Inc.
1585 Broadway
New York, New York  10036

The Union Central Life Insurance Company
1876 Waycross Road, P.O. Box 40888
Cincinnati, Ohio 45240

Prudential Mortgage Capital Funding, LLC
4 Gateway Center, 8th Floor
100 Mulberry Street
Newark, New Jersey 07102

National Consumer Cooperative Bank
1725 Eye Street, N.W.
Washington, D.C. 20006

NCB, FSB
1725 Eye Street, N.W.
Washington, D.C. 20006

Principal Commercial Funding, LLC
801 Grand Avenue
Des Moines, Iowa 50392

Teachers Insurance and Annuity Association of America
730 Third Avenue
New York, New York 10018

Nationwide Life Insurance Company
One Nationwide Plaza, 34th Floor
Columbus, Ohio 43215

      Re:   Pooling and Servicing Agreement ("Pooling and Servicing Agreement")
            relating to Morgan Stanley Dean Witter Capital I Inc., Commercial
            Mortgage Pass-Through Certificates, Series 2002-IQ3
            --------------------------------------------------------------------

Ladies and Gentlemen:

            In accordance with the provisions of Section 2.2 of the Pooling and
Servicing Agreement, the undersigned hereby certifies that, with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions
noted in the schedule of exceptions attached hereto, that: (a) all documents
specified in clause (i) of the definition of "Mortgage File" are in its
possession, (b) such documents have been reviewed by it and have not been
materially mutilated, damaged, defaced, torn or otherwise physically altered,
and such document relates to such Mortgage Loan and (c) each Mortgage Note has
been endorsed as provided in clause (i) of the definition of "Mortgage File" of
the Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
such documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule, (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan or (iii) whether any such
documents contained in each Mortgage File are appropriate for their represented
purposes, or are other than what they purport to be on their face.

            The Trustee acknowledges receipt of notice that the Depositor has
granted to the Trustee for the benefit of the Certificateholders a security
interest in all of the Depositor's right, title and interest in and to the
Mortgage Loans, the REMIC I Regular Interests and the REMIC II Regular
Interests.

            Capitalized words and phrases used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Certificate is subject in all respects to the terms of
said Pooling and Servicing Agreement including but not limited to Section 2.2.


                                       LASALLE BANK NATIONAL
                                          ASSOCIATION, as Trustee



                                       By:____________________________________
                                          Name:
                                          Title:


<PAGE>

                             SCHEDULE OF EXCEPTIONS


<PAGE>

                                   EXHIBIT B-2

                     FORM OF FINAL CERTIFICATION OF TRUSTEE

                                          __________, 2002


Morgan Stanley Dean Witter Capital I Inc.
1585 Broadway
New York, NY 10036

Morgan Stanley Dean Witter Mortgage Capital Inc.
1585 Broadway
New York, New York  10036

The Union Central Life Insurance Company
1876 Waycross Road, P.O. Box 40888
Cincinnati, Ohio 45240

Prudential Mortgage Capital Funding, LLC
4 Gateway Center, 8th Floor
100 Mulberry Street
Newark, New Jersey 07102

National Consumer Cooperative Bank
1725 Eye Street, N.W.
Washington, D.C. 20006

NCB, FSB
1725 Eye Street, N.W.
Washington, D.C. 20006

Principal Commercial Funding, LLC
801 Grand Avenue
Des Moines, Iowa 50392

Teachers Insurance and Annuity Association of America
730 Third Avenue
New York, New York 10018

Nationwide Life Insurance Company
One Nationwide Plaza, 34th Floor
Columbus, Ohio 43215


      Re:   Pooling and Servicing Agreement ("Pooling and Servicing Agreement")
            relating to Morgan Stanley Dean Witter Capital I Inc., Commercial
            Mortgage Pass-Through Certificates, Series 2002-IQ3
            --------------------------------------------------------------------

Ladies and Gentlemen:

            In accordance with the provisions of Section 2.2 of the Pooling and
Servicing Agreement, the undersigned hereby certifies that, with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions
noted in the schedule of exceptions attached hereto, that: (a) all documents
required to be included in the Mortgage File pursuant to clauses (i), (ii),
(iv), (vi) and (viii) of the definition of "Mortgage File" required to be in the
Mortgage File, and any documents required to be included in the Mortgage File
pursuant to all other clauses of the definition of "Mortgage File," to the
extent known by a Responsible Officer of the Trustee to be required pursuant to
the Pooling and Servicing Agreement (assuming that, with respect to the
documents referred to in clause (xii) of the definition of Mortgage File, an
original letter of credit in the possession of the Trustee is not so required,
unless a Responsible Officer of the Trustee has actual knowledge to the
contrary), are in its possession, (b) such documents have been reviewed by it
and have not been materially mutilated, damaged, defaced, torn or otherwise
physically altered, and such documents relate to such Mortgage Loan, (c) based
on its examination and only as to the Mortgage Note and the Mortgage, the street
address of the Mortgaged Property set forth in the Mortgage Loan Schedule
accurately reflects the information contained in the documents in the Mortgage
File, and (d) each Mortgage Note has been endorsed as required by the terms of
the Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any of
the documents contained in each Mortgage File identified in the Mortgage Loan
Schedule, (ii) the collectability, insurability, effectiveness or suitability of
any such Mortgage Loan or (iii) whether any of the documents contained in each
Mortgage File are appropriate for their represented purposes, or are other than
what they purport to be on their face or are in recordable form.

            The Trustee acknowledges receipt of notice that the Depositor has
granted to the Trustee for the benefit of the Certificateholders a security
interest in all of the Depositor's right, title and interest in and to the
Mortgage Loans, the REMIC I Regular Interests and the REMIC II Regular
Interests.

            Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is qualified in all respects by the terms of said Pooling and
Servicing Agreement including but not limited to Section 2.2.


                                       LASALLE BANK NATIONAL
                                         ASSOCIATION, as Trustee



                                       By:____________________________________
                                          Name:
                                          Title:


<PAGE>


                             SCHEDULE OF EXCEPTIONS


<PAGE>

                                    EXHIBIT C

                           FORM OF REQUEST FOR RELEASE

                                          [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

      Re:   Morgan Stanley Dean Witter Capital I, Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2002-IQ3
            ---------------------------------------------------------------

            In connection with the administration of the Mortgage File held by
or on behalf of you as trustee under a certain Pooling and Servicing Agreement,
dated as of December 1, 2002 (the "Pooling and Servicing Agreement"), among
Morgan Stanley Dean Witter Capital I Inc., as depositor, GMAC Commercial
Mortgage Corporation, as general master servicer (the "General Master
Servicer"), NCB, FSB, as NCB master servicer (the "NCB Master Servicer" and,
together with the General Master Servicer, as applicable, the "Master
Servicer"), GMAC Commercial Mortgage Corporation, as general special servicer
(the "General Special Servicer"), National Consumer Cooperative Bank, as co-op
special servicer (the "Co-op Special Servicer"), Principal Global Investors,
LLC, formerly known as Principal Capital Management, LLC, as special servicer
with respect to Mortgage Loan No. 7 (together with the General Special Servicer
and the Co-op Special Servicer, as applicable, the "Special Servicer"), ABN AMRO
Bank N.V., as fiscal agent and you as trustee (in such capacity, the "Trustee"),
the undersigned as a [Master][Special] Servicer hereby requests a release of the
Mortgage File (or the portion thereof specified below) held by or on behalf of
you as Trustee with respect to the following described Mortgage Loan for the
reason indicated below.

Property Name:
Address:
Prospectus No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting Mortgage File (or portion thereof):

______   1.       Mortgage Loan paid in full.

            (Such [Master] [Special] Servicer hereby certifies that all amounts
received in connection with ______________ the Mortgage Loan have been or will
be, following such [Master] [Special] Servicer's release ______________ of the
Trustee Mortgage File, credited to the Certificate Account or the Distribution
Account ______________ pursuant to the Pooling and Servicing Agreement.)

______   2.       Mortgage Loan repurchased.

                  (Such [Master] [Special] Servicer hereby certifies that the
                  Purchase Price has been credited to the Distribution Account
                  pursuant to the Pooling and Servicing Agreement.)

______   3.       Mortgage Loan Defeased.

______   4.       Mortgage Loan substituted.

                  (Such [Master] [Special] Servicer hereby certifies that a
                  Qualifying Substitute Mortgage Loan has been assigned and
                  delivered to you along with the related Trustee Mortgage File
                  pursuant to the Pooling and Servicing Agreement.)

______   5.       The Mortgage Loan is being foreclosed.

______   6.       Other.  (Describe)

            The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten days of our receipt thereof, unless the Mortgage
Loan is being foreclosed, in which case the Mortgage File (or such portion
thereof) will be returned when no longer required by us for such purpose.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.


                                       [Name of applicable [Master] [Special]
                                          Servicer]



                                       By:____________________________________
                                          Name:
                                          Title:


<PAGE>




                                   EXHIBIT D-1

                       FORM OF TRANSFEROR CERTIFICATE FOR
             TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES

                                          [Date]

LaSalle Bank National Association,
  as Certificate Registrar
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

Attention: Asset-Backed Securities Trust Services Group

      Re:   Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2002-IQ3, Class [__] (the
            "Certificates")
            --------------------------------------------------------------

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class ___ Certificates [having an initial Certificate Balance or Notional Amount
as of December 17, 2002 (the "Closing Date") of $__________] [evidencing a ____%
Percentage Interest in the related Class] (the "Transferred Certificates"). The
Transferred Certificates were issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of December 1, 2002,
among Morgan Stanley Dean Witter Capital I Inc., as depositor (the "Depositor"),
GMAC Commercial Mortgage Corporation, as general master servicer, NCB, FSB, as
NCB master servicer, GMAC Commercial Mortgage Corporation, as general special
servicer, National Consumer Cooperative Bank, as co-op special servicer,
Principal Global Investors, LLC, formerly known as Principal Capital Management,
LLC, as special servicer with respect to Mortgage Loan No. 7, LaSalle Bank
National Association, as trustee, paying agent and certificate registrar and ABN
AMRO Bank N.V., as fiscal agent. All terms used herein and not otherwise defined
shall have the meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

            1. The Transferor is the lawful owner of the Transferred
      Certificates with the full right to transfer such Certificates free from
      any and all claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
      offered, transferred, pledged, sold or otherwise disposed of any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security to any person in any manner, (b) solicited any
      offer to buy or accept a transfer, pledge or other disposition of any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security from any person in any manner, (c) otherwise
      approached or negotiated with respect to any Transferred Certificate, any
      interest in any Transferred Certificate or any other similar security with
      any person in any manner, (d) made any general solicitation by means of
      general advertising or in any other manner, or (e) taken any other action,
      which (in the case of any of the acts described in clauses (a) through (e)
      hereof) would constitute a distribution of any Transferred Certificate
      under the Securities Act of 1933, as amended (the "Securities Act"), or
      would render the disposition of any Transferred Certificate a violation of
      Section 5 of the Securities Act or any state securities laws, or would
      require registration or qualification of any Transferred Certificate
      pursuant to the Securities Act or any state securities laws.


                                          Very truly yours,



                                          ------------------------------------
                                          (Transferor)



                                       By:____________________________________
                                          Name: ______________________________
                                          Title: _____________________________


<PAGE>




                                  EXHIBIT D-2A

                        FORM I OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES

                                          [Date]

LaSalle Bank National Association,
  as Certificate Registrar
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

Attention:  Asset-Backed Securities Trust Services Group

      Re:   Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2002-IQ3 (the "Certificates")
            ---------------------------------------------------------------

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class ______ Certificates [having an initial Certificate Principal Balance or
Notional Amount as of December 17, 2002 (the "Closing Date") of [$__________]
[evidencing a ____% Percentage Interest in the related Class] (the "Transferred
Certificates"). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement, dated as of December 1,
2002 (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc., as depositor (the "Depositor"), GMAC Commercial Mortgage
Corporation, as general master servicer, NCB, FSB, as NCB master servicer, GMAC
Commercial Mortgage Corporation, as general special servicer, National Consumer
Cooperative Bank, as co-op special servicer, Principal Global Investors, LLC,
formerly known as Principal Capital Management, LLC, as special servicer with
respect to Mortgage Loan No. 7, LaSalle Bank National Association, as trustee,
paying agent and certificate registrar and ABN AMRO Bank N.V., as fiscal agent.
All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
      Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
      under the Securities Act of 1933, as amended (the "Securities Act"), and
      has completed one of the forms of certification to that effect attached
      hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it
      of the Transferred Certificates is being made in reliance on Rule 144A.
      The Transferee is acquiring the Transferred Certificates for its own
      account or for the account of a Qualified Institutional Buyer, and
      understands that such Transferred Certificates may be resold, pledged or
      transferred only (i) to a person reasonably believed to be a Qualified
      Institutional Buyer that purchases for its own account or for the account
      of a Qualified Institutional Buyer to whom notice is given that the
      resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
      pursuant to another exemption from registration under the Securities Act.

            2. The Transferee has been furnished with all information regarding
      (a) the Depositor, (b) the Transferred Certificates and distributions
      thereon, (c) the nature, performance and servicing of the Mortgage Loans,
      (d) the Pooling and Servicing Agreement, (e) any credit enhancement
      mechanism associated with the Transferred Certificates and (f) all related
      matters that it has requested.


                                          Very truly yours,



                                          ------------------------------------
                                          (Transferee)



                                       By:____________________________________
                                          Name: ______________________________
                                          Title: _____________________________


<PAGE>


                             ANNEX 1 TO EXHIBIT D-2A
                             -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the commercial mortgage pass-through certificate
being transferred (the "Transferred Certificate") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificate (the
      "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A under the Securities Act of 1933, as amended
      ("Rule 144A"), because (i) the Transferee owned and/or invested on a
      discretionary basis $____________________ in securities (other than the
      excluded securities referred to below) as of the end of the Transferee's
      most recent fiscal year (such amount being calculated in accordance with
      Rule 144A) and (ii) the Transferee satisfies the criteria in the category
      marked below.

            ___   Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986, as amended.

            ___   Bank. The Transferee (a) is a national bank or a banking
                  institution organized under the laws of any State, U.S.
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate in the case of a
                  U.S. bank, and not more than 18 months preceding such date of
                  sale for a foreign bank or equivalent institution.

            ___   Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate in the case of a
                  U.S. savings and loan association, and not more than 18 months
                  preceding such date of sale for a foreign savings and loan
                  association or equivalent institution.

            ___   Broker-dealer. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.

            ___   Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  State, U.S. territory or the District of Columbia.

            ___   State or Local Plan. The Transferee is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

            ___   ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement income
                  Security Act of 1974, as amended.

            ___   Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940, as
                  amended.

            ___   Other. (Please supply a brief description of the entity and a
                  cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                  Note that registered investment companies should complete
                  Annex 2 rather than this Annex 1.)

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

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

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

            3. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee, (ii)
      securities that are part of an unsold allotment to or subscription by the
      Transferee, if the Transferee is a dealer, (iii) bank deposit notes and
      certificates of deposit, (iv) loan participations, (v) repurchase
      agreements, (vi) securities owned but subject to a repurchase agreement
      and (vii) currency, interest rate and commodity swaps. For purposes of
      determining the aggregate amount of securities owned and/or invested on a
      discretionary basis by the Transferee, the Transferee did not include any
      of the securities referred to in this paragraph.

            4. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by the Transferee, the
      Transferee used the cost of such securities to the Transferee, unless the
      Transferee reports its securities holdings in its financial statements on
      the basis of their market value, and no current information with respect
      to the cost of those securities has been published, in which case the
      securities were valued at market. Further, in determining such aggregate
      amount, the Transferee may have included securities owned by subsidiaries
      of the Transferee, but only if such subsidiaries are consolidated with the
      Transferee in its financial statements prepared in accordance with
      generally accepted accounting principles and if the investments of such
      subsidiaries are managed under the Transferee's direction. However, such
      securities were not included if the Transferee is a majority-owned,
      consolidated subsidiary of another enterprise and the Transferee is not
      itself a reporting company under the Securities Exchange Act of 1934, as
      amended.

            5. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.

      ___ ___    Will the Transferee be purchasing the Transferred Certificate
      YES  NO    only for the Yes No Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The Transferee will notify each of the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice is given, the Transferee's purchase of the
      Transferred Certificate will constitute a reaffirmation of this
      certification as of the date of such purchase. In addition, if the
      Transferee is a bank or savings and loan as provided above, the Transferee
      agrees that it will furnish to such parties any updated annual financial
      statements that become available on or before the date of such purchase,
      promptly after they become available.



                                          --------------------------------------
                                          Print Name of Transferee



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________
                                          Date:_______________________________


<PAGE>



                             ANNEX 2 TO EXHIBIT D-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificate being
transferred (the "Transferred Certificates") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificates (the
      "Transferee") or, if the Transferee is a "qualified institutional buyer"
      as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended ("Rule 144A") because the Transferee is part of a Family of
      Investment Companies (as defined below), is an executive officer of the
      investment adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
      Rule 144A because (i) the Transferee is an investment company registered
      under the Investment Company Act of 1940, as amended, and (ii) as marked
      below, the Transferee alone owned and/or invested on a discretionary
      basis, or the Transferee's Family of Investment Companies owned, at least
      $100,000,000 in securities (other than the excluded securities referred to
      below) as of the end of the Transferee's most recent fiscal year. For
      purposes of determining the amount of securities owned by the Transferee
      or the Transferee's Family of Investment Companies, the cost of such
      securities was used, unless the Transferee or any member of the
      Transferee's Family of Investment Companies, as the case may be, reports
      its securities holdings in its financial statements on the basis of their
      market value, and no current information with respect to the cost of those
      securities has been published, in which case the securities of such entity
      were valued at market.

            ____  The Transferee owned and/or invested on a discretionary basis
                  $___________________ in securities (other than the excluded
                  securities referred to below) as of the end of the
                  Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

            ____  The Transferee is part of a Family of Investment Companies
                  which owned in the aggregate $______________ in securities
                  (other than the excluded securities referred to below) as of
                  the end of the Transferee's most recent fiscal year (such
                  amount being calculated in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
      two or more registered investment companies (or series thereof) that have
      the same investment adviser or investment advisers that are affiliated (by
      virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee or are part
      of the Transferee's Family of Investment Companies, (ii) bank deposit
      notes and certificates of deposit, (iii) loan participations, (iv)
      repurchase agreements, (v) securities owned but subject to a repurchase
      agreement and (vi) currency, interest rate and commodity swaps. For
      purposes of determining the aggregate amount of securities owned and/or
      invested on a discretionary basis by the Transferee, or owned by the
      Transferee's Family of Investment Companies, the securities referred to in
      this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
      the parties to which this certification is being made are relying and will
      continue to rely on the statements made herein because one or more sales
      to the Transferee will be in reliance on Rule 144A.

      ___ ___    Will the Transferee be purchasing the Transferred Certificates
      YES NO     only for the Yes No Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The undersigned will notify the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice, the Transferee's purchase of the Transferred
      Certificates will constitute a reaffirmation of this certification by the
      undersigned as of the date of such purchase.


                                          --------------------------------------
                                          Print Name of Transferee or Adviser


                                       By:____________________________________
                                          Name:
                                          Title:


                                       IF AN ADVISER:


                                          --------------------------------------
                                          Print Name of Transferee

                                       Date:__________________________________


<PAGE>


                                  EXHIBIT D-2B

                        FORM II OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES

                                          [Date]

LaSalle Bank National Association,
  as Certificate Registrar
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

Attention:  Asset-Backed Securities Trust Services Group

Re:   Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2002-IQ3 (the "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_____________________ (the "Transferor") to ________________________ (the
"Transferee") of Class ___ Certificates [having an initial Certificate Principal
Balance as of December 17, 2002 (the "Closing Date") of $__________][evidencing
a ____% Percentage Interest in the related Class] (the "Transferred
Certificates"). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement, dated as of December 1,
2002 (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc., as depositor (the "Depositor"), GMAC Commercial Mortgage
Corporation, as general master servicer, NCB, FSB, as NCB master servicer, GMAC
Commercial Mortgage Corporation, as general special servicer, National Consumer
Cooperative Bank, as co-op special servicer, Principal Global Investors, LLC,
formerly known as Principal Capital Management, LLC, as special servicer with
respect to Mortgage Loan No. 7, LaSalle Bank National Association, as trustee,
paying agent and certificate registrar and ABN AMRO Bank N.V., as fiscal agent.
All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

            1. The Transferee is acquiring the Transferred Certificates for its
      own account for investment and not with a view to or for sale or transfer
      in connection with any distribution thereof, in whole or in part, in any
      manner which would violate the Securities Act of 1933, as amended (the
      "Securities Act"), or any applicable state securities laws.

            2. The Transferee understands that (a) the Class of Certificates to
      which the Transferred Certificates belong has not been and will not be
      registered under the Securities Act or registered or qualified under any
      applicable state securities laws, (b) none of the Depositor, the Trustee
      or the Certificate Registrar is obligated so to register or qualify the
      Class of Certificates to which the Transferred Certificates belong, and
      (c) no Transferred Certificate may be resold or transferred unless it is
      (i) registered pursuant to the Securities Act and registered or qualified
      pursuant any applicable state securities laws or (ii) sold or transferred
      in transactions which are exempt from such registration and qualification
      and the Certificate Registrar has received either: (A) a certificate from
      the Certificateholder desiring to effect such transfer substantially in
      the form attached as Exhibit D-1 to the Pooling and Servicing Agreement
      and a certificate from such Certificateholder's prospective transferee
      substantially in the form attached either as Exhibit D-2A or as Exhibit
      D-2B to the Pooling and Servicing Agreement; or (B) an opinion of counsel
      satisfactory to the Certificate Registrar with respect to the availability
      of such exemption from registration under the Securities Act, together
      with copies of the written certification(s) from the transferor and/or
      transferee setting forth the facts surrounding the transfer upon which
      such opinion is based.

            3. The Transferee understands that it may not sell or otherwise
      transfer any Transferred Certificate except in compliance with the
      provisions of Section 3.3 of the Pooling and Servicing Agreement, which
      provisions it has carefully reviewed.

            4. Transferee understands that each Transferred Certificate will
      bear the following legends:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
            RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT
            INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
            REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO
            IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF,
            AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
            EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE
            REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED IN
            SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
            HEREIN.

            5. Neither the Transferee nor anyone acting on its behalf has (a)
      offered, pledged, sold, disposed of or otherwise transferred any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security to any person in any manner, (b) solicited any
      offer to buy or accept a pledge, disposition or other transfer of any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security from any person in any manner, (c) otherwise
      approached or negotiated with respect to any Transferred Certificate, any
      interest in any Certificate or any other similar security with any person
      in any manner, (d) made any general solicitation by means of general
      advertising or in any other manner, or (e) taken any other action with
      respect to any Transferred Certificate, any interest in any Transferred
      Certificate or any other similar security, which (in the case of any of
      the acts described in clauses (a) through (e) above) would constitute a
      distribution of the Transferred Certificates under the Securities Act,
      would render the disposition of the Transferred Certificates a violation
      of Section 5 of the Securities Act or any state securities law or would
      require registration or qualification of the Transferred Certificates
      pursuant thereto. The Transferee will not act, nor has it authorized or
      will it authorize any Person to act, in any manner set forth in the
      foregoing sentence with respect to any Transferred Certificate, any
      interest in any Transferred Certificate or any other similar security.

            6. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.

            7. The Transferee is an "accredited investor" as defined in any of
      paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act
      or an entity in which all of the equity owners come within such
      paragraphs. The Transferee has such knowledge and experience in financial
      and business matters as to be capable of evaluating the merits and risks
      of an investment in the Transferred Certificate; the Transferee has sought
      such accounting, legal and tax advice as it has considered necessary to
      make an informed investment decision; and the Transferee is able to bear
      the economic risks of such investment and can afford a complete loss of
      such investment.


                                          Very truly yours,



                                          --------------------------------------
                                          (Transferee)



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>


                                  EXHIBIT D-3A

                        FORM I OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

                                          [Date]

[TRANSFEROR]

            Re:   Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
                  Pass-Through Certificates, Series 2002-IQ3, Class __ (the
                  "Certificates")
                  --------------------------------------------------------------

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_____________________ (the "Transferor") to ______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
principal balance or notional amount as of December 17, 2002 (the "Closing
Date") of $__________. The Certificates were issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
December 1, 2002, among Morgan Stanley Dean Witter Capital I Inc., as depositor
(the "Depositor"), GMAC Commercial Mortgage Corporation, as general master
servicer, NCB, FSB, as NCB master servicer, GMAC Commercial Mortgage
Corporation, as general special servicer, National Consumer Cooperative Bank, as
co-op special servicer, Principal Global Investors, LLC, formerly known as
Principal Capital Management, LLC, as special servicer with respect to Mortgage
Loan No. 7, LaSalle Bank National Association, as trustee, paying agent and
certificate registrar and ABN AMRO Bank N.V., as fiscal agent. All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, and for the benefit of the Depositor, the Certificate Registrar
and the Trustee, that:

            1. The Transferee is acquiring the Transferred Certificate for its
      own account for investment and not with a view to or for sale or transfer
      in connection with any distribution thereof, in whole or in part, in any
      manner which would violate the Securities Act of 1933, as amended (the
      "Securities Act"), or any applicable state securities laws.

            2. The Transferee understands that (a) the Certificates have not
      been and will not be registered under the Securities Act or registered or
      qualified under any applicable state securities laws, (b) none of the
      Depositor, the Trustee or the Certificate Registrar is obligated so to
      register or qualify the Certificates and (c) no interest in the
      Certificates may be sold or transferred unless it is (i) registered
      pursuant to the Securities Act and registered or qualified pursuant to any
      applicable state securities laws or (ii) sold or transferred in
      transactions which are exempt from such registration and qualification and
      the Certificate Owner desiring to effect such transfer has received either
      (A) a certification from such Certificate Owner's prospective transferee
      (substantially in the form attached to the Pooling and Servicing
      Agreement) setting forth the facts surrounding the transfer or (B) an
      opinion of counsel with respect to the availability of such exemption,
      together with copies of the certification(s) from the transferor and/or
      transferee setting forth the facts surrounding the transfer upon which
      such opinion is based.

            3. The Transferee understands that it may not sell or otherwise
      transfer any portion of its interest in the Transferred Certificate except
      in compliance with the provisions of Section 3.3 of the Pooling and
      Servicing Agreement, which provisions it has carefully reviewed.

            4. Transferee understands that the Transferred Certificate will bear
      legends substantially to the following effect:

            THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR
            QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
            TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST
            THEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY
            IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
            QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF
            SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
            HEREIN.

            NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
            RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT
            INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975
            OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR TO
            ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
            ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS
            OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT,
            WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
            DESCRIBED IN SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT
            REFERRED TO HEREIN.

            5. Neither the Transferee nor anyone acting on its behalf has (a)
      offered, pledged, sold, disposed of or otherwise transferred any
      Certificate, any interest in any Certificate or any other similar security
      to any person in any manner, (b) solicited any offer to buy or accept a
      pledge, disposition or other transfer of any Certificate, any interest in
      any Certificate or any other similar security from any person in any
      manner, (c) otherwise approached or negotiated with respect to any
      Certificate, any interest in any Certificate or any other similar security
      with any person in any manner, (d) made any general solicitation by means
      of general advertising or in any other manner, or (e) taken any other
      action, that (in the case of any of the acts described in clauses (a)
      through (e) above) would constitute a distribution of any Certificate
      under the Securities Act, would render the disposition of any Certificate
      a violation of Section 5 of the Securities Act or any state securities law
      or would require registration or qualification of any Certificate pursuant
      thereto. The Transferee will not act, nor has it authorized or will it
      authorize any person to act, in any manner set forth in the foregoing
      sentence with respect to any Certificate, any interest in any Certificate
      or any similar security.

            6. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.

            7. The Transferee is an institutional "accredited investor" as
      defined in Rule 501(a) (1), (2), (3) or (7) under the Securities Act and
      has such knowledge and experience in financial and business matters as to
      be capable of evaluating the merits and risks of an investment in the
      Certificates; the Transferee has sought such accounting, legal and tax
      advice as it has considered necessary to make an informed investment
      decision; and the Transferee is able to bear the economic risks of such an
      investment and can afford a complete loss of such investment.


                                          Very truly yours,



                                          --------------------------------------
                                          (Transferee)



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>




                                  EXHIBIT D-3B

                        FORM II OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

                                          [Date]

[TRANSFEROR]

            Re:   Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
                  Pass-Through Certificates, Series 2002-IQ3, Class __ (the
                  "Certificates")
                  --------------------------------------------------------------
Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_____________ ________ (the "Transferor") to ______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
principal balance or notional amount as of December 17, 2002 (the "Closing
Date") of $__________. The Certificates were issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
December 1, 2002, among Morgan Stanley Dean Witter Capital I Inc., as depositor
(the "Depositor"), GMAC Commercial Mortgage Corporation, as general master
servicer, NCB, FSB, as NCB master servicer, GMAC Commercial Mortgage
Corporation, as general special servicer, National Consumer Cooperative Bank, as
co-op special servicer, Principal Global Investors, LLC, formerly known as
Principal Capital Management, LLC, as special servicer with respect to Mortgage
Loan No. 7, LaSalle Bank National Association, as trustee, paying agent and
certificate registrar, and ABN AMRO Bank N.V., as fiscal agent. All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, and for the benefit of the Depositor, the Certificate Registrar
and the Trustee, that:

            1. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
      amended (the "Securities Act"), and has completed one of the forms of
      certification to that effect attached hereto as Annex 1 and Annex 2. The
      Transferee is aware that the sale to it is being made in reliance on Rule
      144A. The Transferee is acquiring the Transferred Certificate for its own
      account or for the account of a qualified institutional buyer, and
      understands that such Certificate or any interest therein may be resold,
      pledged or transferred only (i) to a person reasonably believed to be a
      qualified institutional buyer that purchases for its own account or for
      the account of a qualified institutional buyer to whom notice is given
      that the resale, pledge or transfer is being made in reliance on Rule
      144A, or (ii) pursuant to another exemption from registration under the
      Securities Act.

            2. The Transferee understands that (a) the Class of Certificates to
      which the Transferred Certificate belongs have not been and will not be
      registered under the Securities Act or registered or qualified under any
      applicable state securities laws, (b) none of the Depositor, the Trustee
      or the Certificate Registrar is obligated so to register or qualify the
      Certificates and (c) no interest in the Certificates may be sold or
      transferred unless it is (i) registered pursuant to the Securities Act and
      registered or qualified pursuant to any applicable state securities laws
      or (ii) sold or transferred in transactions which are exempt from such
      registration and qualification and the Certificate Owner desiring to
      effect such transfer has received either (A) a certification from such
      Certificate Owner's prospective transferee (substantially in the form
      attached to the Pooling and Servicing Agreement) setting forth the facts
      surrounding the transfer or (B) an opinion of counsel with respect to the
      availability of such exemption, together with copies of the
      certification(s) from the transferor and/or transferee setting forth the
      facts surrounding the transfer upon which such opinion is based.

            3. The Transferee understands that it may not sell or otherwise
      transfer any portion of its interest in the Transferred Certificate except
      in compliance with the provisions of Section 3.3 of the Pooling and
      Servicing Agreement, which provisions it has carefully reviewed.

            4. Transferee understands that the Transferred Certificate will bear
      legends substantially to the following effect:

            THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR
            QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
            TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST
            THEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY
            IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
            QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF
            SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
            HEREIN.

            NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
            RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT
            INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975
            OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR TO
            ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
            ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS
            OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT,
            WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
            DESCRIBED IN SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT
            REFERRED TO HEREIN.

            5. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.


                                          Very truly yours,



                                          --------------------------------------
                                          (Transferee)



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>




                             ANNEX 1 TO EXHIBIT D-3B
                             -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor"), and [name of Certificate Registrar] as Certificate
Registrar, with respect to the commercial mortgage pass-through certificate
being transferred (the "Transferred Certificate") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificate (the
      "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A under the Securities Act of 1933, as amended
      ("Rule 144A"), because (i) the Transferee owned and/or invested on a
      discretionary basis $____________________ in securities (other than the
      excluded securities referred to below) as of the end of the Transferee's
      most recent fiscal year (such amount being calculated in accordance with
      Rule 144A) and (ii) the Transferee satisfies the criteria in the category
      marked below.

            ___   Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986, as amended.

            ___   Bank. The Transferee (a) is a national bank or a banking
                  institution organized under the laws of any State, U.S.
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate in the case of a
                  U.S. bank, and not more than 18 months preceding such date of
                  sale for a foreign bank or equivalent institution.

            ___   Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate in the case of a
                  U.S. savings and loan association, and not more than 18 months
                  preceding such date of sale for a foreign savings and loan
                  association or equivalent institution.

            ___   Broker-dealer. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.

            ___   Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  State, U.S. territory or the District of Columbia.

            ___   State or Local Plan. The Transferee is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

            ___   ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement income
                  Security Act of 1974, as amended.

            ___   Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940, as
                  amended.

            ___   Other. (Please supply a brief description of the entity and a
                  cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                  Note that registered investment companies should complete
                  Annex 2 rather than this Annex 1.)

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

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

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

            3. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee, (ii)
      securities that are part of an unsold allotment to or subscription by the
      Transferee, if the Transferee is a dealer, (iii) bank deposit notes and
      certificates of deposit, (iv) loan participations, (v) repurchase
      agreements, (vi) securities owned but subject to a repurchase agreement
      and (vii) currency, interest rate and commodity swaps. For purposes of
      determining the aggregate amount of securities owned and/or invested on a
      discretionary basis by the Transferee, the Transferee did not include any
      of the securities referred to in this paragraph.

            4. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by the Transferee, the
      Transferee used the cost of such securities to the Transferee, unless the
      Transferee reports its securities holdings in its financial statements on
      the basis of their market value, and no current information with respect
      to the cost of those securities has been published, in which case the
      securities were valued at market. Further, in determining such aggregate
      amount, the Transferee may have included securities owned by subsidiaries
      of the Transferee, but only if such subsidiaries are consolidated with the
      Transferee in its financial statements prepared in accordance with
      generally accepted accounting principles and if the investments of such
      subsidiaries are managed under the Transferee's direction. However, such
      securities were not included if the Transferee is a majority-owned,
      consolidated subsidiary of another enterprise and the Transferee is not
      itself a reporting company under the Securities Exchange Act of 1934, as
      amended.

            5. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.

      ___ ___    Will the Transferee be purchasing the Transferred Certificate
      YES NO     only for the Yes No Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The Transferee will notify each of the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice is given, the Transferee's purchase of the
      Transferred Certificate will constitute a reaffirmation of this
      certification as of the date of such purchase. In addition, if the
      Transferee is a bank or savings and loan as provided above, the Transferee
      agrees that it will furnish to such parties any updated annual financial
      statements that become available on or before the date of such purchase,
      promptly after they become available.



                                       -----------------------------------------
                                       Print Name of Transferee



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>




                             ANNEX 2 TO EXHIBIT D-3B

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor"), and for the benefit of the Depositor, the Certificate
Registrar and the Trustee, with respect to the commercial mortgage pass-through
certificate being transferred (the "Transferred Certificate") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificate (the
      "Transferee") or, if the Transferee is a "qualified institutional buyer"
      as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended ("Rule 144A"), because the Transferee is part of a Family of
      Investment Companies (as defined below), is an executive officer of the
      investment adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
      Rule 144A because (i) the Transferee is an investment company registered
      under the Investment Company Act of 1940, as amended, and (ii) as marked
      below, the Transferee alone owned and/or invested on a discretionary
      basis, or the Transferee's Family of Investment Companies owned, at least
      $100,000,000 in securities (other than the excluded securities referred to
      below) as of the end of the Transferee's most recent fiscal year. For
      purposes of determining the amount of securities owned by the Transferee
      or the Transferee's Family of Investment Companies, the cost of such
      securities was used, unless the Transferee or any member of the
      Transferee's Family of Investment Companies, as the case may be, reports
      its securities holdings in its financial statements on the basis of their
      market value, and no current information with respect to the cost of those
      securities has been published, in which case the securities of such entity
      were valued at market.

            ____  The Transferee owned and/or invested on a discretionary basis
                  $___________________ in securities (other than the excluded
                  securities referred to below) as of the end of the
                  Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

            ____  The Transferee is part of a Family of Investment Companies
                  which owned in the aggregate $______________ in securities
                  (other than the excluded securities referred to below) as of
                  the end of the Transferee's most recent fiscal year (such
                  amount being calculated in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
      two or more registered investment companies (or series thereof) that have
      the same investment adviser or investment advisers that are affiliated (by
      virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee or are part
      of the Transferee's Family of Investment Companies, (ii) bank deposit
      notes and certificates of deposit, (iii) loan participations, (iv)
      repurchase agreements, (v) securities owned but subject to a repurchase
      agreement and (vi) currency, interest rate and commodity swaps. For
      purposes of determining the aggregate amount of securities owned and/or
      invested on a discretionary basis by the Transferee, or owned by the
      Transferee's Family of Investment Companies, the securities referred to in
      this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
      the parties to which this certification is being made are relying and will
      continue to rely on the statements made herein because one or more sales
      to the Transferee will be in reliance on Rule 144A.

      ___ ___    Will the Transferee be purchasing the Transferred Certificate
      YES  NO    only for the Yes No Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The undersigned will notify the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice, the Transferee's purchase of the Transferred
      Certificate will constitute a reaffirmation of this certification by the
      undersigned as of the date of such purchase.


                                          --------------------------------------
                                          Print Name of Transferee or Adviser


                                       By:____________________________________
                                          Name:
                                          Title:


                                       IF AN ADVISER:


                                          --------------------------------------
                                          Print Name of Transferee

                                       Date:__________________________________


<PAGE>





                                   EXHIBIT E-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                  FOR TRANSFERS OF REMIC RESIDUAL CERTIFICATES



STATE OF                )
                        ss:
COUNTY OF               )


            ____________________, being first duly sworn, deposes and says that:

            1.    He/She is the ____________________ of ____________________
(the prospective transferee (the "Transferee") of Morgan Stanley Dean Witter
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2002-IQ3,
Class [R-I] [R-II] [R-III], evidencing a ____% Percentage Interest in such Class
(the "Residual Certificates")), a ________________ duly organized and validly
existing under the laws of ____________________, on behalf of which he/she makes
this affidavit. All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Pooling and Servicing
Agreement as amended and restated pursuant to which the Residual Certificates
were issued (the "Pooling and Servicing Agreement").

            2.    The Transferee (i) is, and as of the date of transfer will be,
a "Permitted Transferee" and will endeavor to remain a "Permitted Transferee"
for so long as it holds the Residual Certificates, and (ii) is acquiring the
Residual Certificates for its own account or for the account of another
prospective transferee from which it has received an affidavit in substantially
the same form as this affidavit. A "Permitted Transferee" is any Person other
than a "disqualified organization," a possession of the United States or a
person with respect to whom income from the Residual Certificate to be
attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Transferee or any other
Person. (For this purpose, a "disqualified organization" means the United
States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality, all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income.

            3.    The Transferee is aware (i) of the tax that would be imposed
on transfers of the Residual Certificates to "disqualified organizations" under
the Code that applies to all transfers of the Residual Certificates; (ii) that
such tax would be on the transferor or, if such transfer is through an agent
(which Person includes a broker, nominee or middleman) for a non-Permitted
Transferee, on the agent; (iii) that the Person otherwise liable for the tax
shall be relieved of liability for the tax if the transferee furnishes to such
Person an affidavit that the transferee is a Permitted Transferee and, at the
time of transfer, such Person does not have actual knowledge that the affidavit
is false; and (iv) that the Residual Certificates may be a "noneconomic residual
interest" within the meaning of Treasury regulation Section 1.860E-1(c) and that
the transferor of a "noneconomic residual interest" will remain liable for any
taxes due with respect to the income on such residual interest, unless no
significant purpose of the transfer is to enable the transferor to impede the
assessment or collection of tax.

            4.    The Transferee is aware of the tax imposed on a "pass-through
entity" holding the Residual Certificates if at any time during the taxable year
of the pass-through entity a non-Permitted Transferee is the record holder of an
interest in such entity. (For this purpose, a "pass-through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

            5.    The Transferee is aware that the Certificate Registrar will
not register any transfer of the Residual Certificates by the Transferee unless
the Transferee's transferee, or such transferee's agent, delivers to the
Certificate Registrar, among other things, an affidavit and agreement in
substantially the same form as this affidavit and agreement. The Transferee
expressly agrees that it will not consummate any such transfer if it knows or
believes that any representation contained in such affidavit and agreement is
false.

            6.    The Transferee consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Certificate will only be
owned, directly or indirectly, by a Permitted Transferee.

            7. The Transferee's taxpayer identification number is
_________________.

            8.    The Transferee has reviewed the provisions of Section 3.3(e)
of the Pooling and Servicing Agreement, a description of which provisions is set
forth in the Residual Certificates (in particular, clause (F) of Section 3.3(e)
which authorizes the Paying Agent or the Trustee to deliver payments on the
Residual Certificate to a Person other than the Transferee and clause (G) of
Section 3.3(e) which authorizes the Trustee to negotiate a mandatory sale of the
Residual Certificates, in either case, in the event that the Transferee holds
such Residual Certificates in violation of Section 3.3(e)); and the Transferee
expressly agrees to be bound by and to comply with such provisions.

            9.    No purpose of the Transferee relating to its purchase or any
sale of the Residual Certificates is or will be to impede the assessment or
collection of any tax.

            10.   The Transferee hereby represents to and for the benefit of the
transferor that the Transferee intends to pay any taxes associated with holding
the Residual Certificates as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Residual
Certificates.

            11.   The Transferee will, in connection with any transfer that it
makes of the Residual Certificates, deliver to the Certificate Registrar a
representation letter substantially in the form of Exhibit E-2 to the Pooling
and Servicing Agreement in which it will represent and warrant, among other
things, that it is not transferring the Residual Certificates to impede the
assessment or collection of any tax and that it has at the time of such transfer
conducted a reasonable investigation of the financial condition of the proposed
transferee as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and
has satisfied the requirements of such provision.

            12.   The Transferee is a United States Tax Person. For this
purpose, a United States Tax Person is a citizen or resident of the United
States, a corporation or partnership (except to the extent provided in
applicable Treasury Regulations) created or organized in or under the laws of
the United States or any state thereof or the District of Columbia including any
entity treated as such a corporation or partnership for federal income tax
purposes, (iii) an estate the income of which is includible in gross income for
United States tax purposes, regardless of its source or (iv) a trust if a court
within the United States is able to exercise primary supervision over the
administration of such trust, and one or more United States Tax Persons has the
authority to control all substantial decisions of such trust (or to the extent
provided in applicable Treasury Regulations, a trust in existence on August 20,
1996, which is eligible to be treated as a United States Tax Person).

            13.   The Transferee will not cause income from the Residual
Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Transferee
or any other United States Tax Person.

            14.   Check the applicable paragraph:

            / /   The present value of the anticipated tax liabilities
associated with holding the Residual Certificate, as applicable, does not exceed
the sum of:

            (i)   the present value of any consideration given to the Transferee
                  to acquire such Residual Certificate;

            (ii)  the present value of the expected future distributions on such
                  Residual Certificate; and

            (iii) the present value of the anticipated tax savings associated
                  with holding such Residual Certificate as the related REMIC
                  generates losses.

For purposes of this calculation, (i) the Transferee is assumed to pay tax at
the highest rate currently specified in Section 11(b) of the Code (but the tax
rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
specified in Section 11(b) of the Code if the Transferee has been subject to the
alternative minimum tax under Section 55 of the Code in the preceding two years
and will compute its taxable income in the current taxable year using the
alternative minimum tax rate) and (ii) present values are computed using a
discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the
Transferee.

            / / That the transfer of the Residual Certificate complies with U.S.
Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

            (i)   the Transferee is an "eligible corporation," as defined in
                  U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
                  which income from the Residual Certificate will only be taxed
                  in the United States;

            (ii)  at the time of the transfer, and at the close of the
                  Transferee's two fiscal years preceding the year of the
                  transfer, the Transferee had gross assets for financial
                  reporting purposes (excluding any obligation of a person
                  related to the Transferee within the meaning of U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
                  million and net assets in excess of $10 million;

            (iii) the Transferee will transfer the Residual Certificate only to
                  another "eligible corporation," as defined in U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(i), in a transaction that
                  satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii)
                  and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury
                  Regulations; and

            (iv)  the Transferee determined the consideration paid to it to
                  acquire the Residual Certificate based on reasonable market
                  assumptions (including, but not limited to, borrowing and
                  investment rates, prepayment and loss assumptions, expense and
                  reinvestment assumptions, tax rates and other factors specific
                  to the Transferee) that it has determined in good faith.

            / /   None of the above.

            IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its ____________________ and its corporate seal to be hereunto attached this day
of ___________, ____.


                                       [NAME OF TRANSFEREE]



                                       By:____________________________________
                                          [Name of Officer]
                                          [Title of Officer]


<PAGE>




                                  EXHIBIT E-2

                FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
                          REMIC RESIDUAL CERTIFICATES

                              _______________, 20__

LaSalle Bank National Association,
  as Certificate Registrar
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

Attention:  Asset-Backed Securities Trust Services Group

      Re:   Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2002-IQ3 (the "Certificates")
            ---------------------------------------------------------------

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
[Class R-I] [Class R-II] [Class R-III] Certificates evidencing a ____%
Percentage Interest in such Class (the "Residual Certificates"). The
Certificates, including the Residual Certificates, were issued pursuant to the
Pooling and Servicing Agreement, dated as of December 1, 2002 (the "Pooling and
Servicing Agreement"), among Morgan Stanley Dean Witter Capital I Inc., as
Depositor, GMAC Commercial Mortgage Corporation, as general master servicer,
NCB, FSB, as NCB master servicer, GMAC Commercial Mortgage Corporation, as
general special servicer, National Consumer Cooperative Bank, as co-op special
servicer, Principal Global Investors, LLC, formerly known as Principal Capital
Management, LLC, as special servicer with respect to Mortgage Loan No. 7,
LaSalle Bank National Association, as trustee, paying agent and certificate
registrar and ABN AMRO Bank N.V., as fiscal agent. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Certificate Registrar, that:

            1.    No purpose of the Transferor relating to the transfer of the
Residual Certificates by the Transferor to the Transferee is or will be to
impede the assessment or collection of any tax.

            2.    The Transferor understands that the Transferee has delivered
to you a Transfer Affidavit and Agreement in the form attached to the Pooling
and Servicing Agreement. The Transferor does not know or believe that any
representation contained therein is false.

            3.    The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Transferor has determined that the Transferee has
historically paid its debts as they became due and has found no significant
evidence to indicate that the Transferee will not continue to pay its debts as
they become due in the future. The Transferor understands that the transfer of
the Residual Certificates may not be respected for United States income tax
purposes (and the Transferor may continue to be liable for United States income
taxes associated therewith) unless the Transferor has conducted such an
investigation.

            4.    The Transferor does not know and has no reason to know that
(i) any of the statements made by the Transferee under the Transfer Affidavit
are false or (ii) the Transferee will not honor the restrictions on subsequent
transfers by the Transferee under the Transfer Affidavit and Agreement,
delivered in connection with this transfer.


                                       Very truly yours,



                                       -----------------------------------------
                                       (Transferor)



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>




                                    EXHIBIT F

                        FORM OF REGULATION S CERTIFICATE

                    Morgan Stanley Dean Witter Capital I Inc.
                 Commercial Mortgage Pass-Through Certificates,
                   Series 2002-IQ3, Class - (the "Certificates")

TO:   Morgan Guaranty Trust Company
      of New York, Brussels Office
      Euroclear Operation Center
      or
      CEDEL, S.A.

            This is to certify that as of the date hereof, and except as set
forth below, the above-captioned Certificates held by you or on your behalf for
our account are beneficially owned by (a) non-U.S person(s) or (b) U.S.
person(s) who purchased the Certificates in transactions which did not require
registration under the United States Securities Act of 1933, as amended (the
"Securities Act"). As used in this paragraph, the term "U.S. person" has the
meaning given to it by Regulation S under the Securities Act. To the extent that
we hold an interest in any of the Certificates on behalf of person(s) other than
ourselves, we have received certifications from such person(s) substantially
identical to the certifications set forth herein.

            We undertake to advise you promptly by tested telex on or prior to
the date on which you intend to submit your certification relating to the
Certificates held by you or on your behalf for our account in accordance with
your operating procedures if any applicable statement herein is not correct on
such date, and in the absence of any such notification it may be assumed that
this certification applies as of such date.

            This certification excepts and does not relate to $__________ of
such beneficial interest in the above Certificates in respect of which we are
not able to certify and as to which we understand the exercise of any rights to
payments thereon and the exchange for definitive Certificates or for an interest
in definitive Certificates in global form cannot be made until we do so certify.

            We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

Dated: __________, 2002



                                       By: ___________________________________
                                          As, or as agent for, the beneficial
                                          owner(s) of the Certificates to which
                                          this certificate relates.


<PAGE>

                                    EXHIBIT G

                                    RESERVED


<PAGE>


                                    EXHIBIT H

                         FORM OF EXCHANGE CERTIFICATION

                               __________ __, 200_

TO:   The Depository Trust Company

      CEDEL BANK, S. A. or
      Morgan Guaranty Trust Company
      of New York, Brussels Office
      Euroclear Operation Center

      GMAC Commercial Mortgage Corporation, as General Master Servicer

      NCB, FSB, as NCB Master Servicer

      LaSalle Bank National Association,
      as Certificate Registrar and Trustee

            This is to notify you as to the transfer of the beneficial interest
in $_______________ of Morgan Stanley Dean Witter Capital I Inc., Commercial
Mortgage Pass-Through Certificates, Series 2002-IQ3, Class __(the
"Certificates").

            The undersigned is the owner of a beneficial interest in the Class
__ [Rule 144A-IAI Global Certificate] [Regulation S Global Certificate] and
requests that on [INSERT DATE], (i) [Euroclear] [CEDEL] [DTC] debit account
#__________, with respect to $__________ principal denomination of the Class __
[Rule 144A-IAI Global Certificate] [Regulation S Global Certificate] and (ii)
[DTC] [Euroclear] [CEDEL] credit the beneficial interest of the below-named
purchaser, account #__________, in the Class __ [Rule 144A-IAI Global
Certificate] [Regulation S Global Certificate] in the same principal
denomination as follows:

            Name:
            Address:
            Taxpayer ID No.:

            The undersigned hereby represents that this transfer is being made
in accordance with an exemption from the provisions of Section 5 of the United
States Securities Act of 1933, as amended (the "Securities Act"), which
representation is based upon the reasonable belief that the purchaser is [not a
U.S. Person as defined in Regulation S under the Securities Act][a "qualified
institutional buyer," as defined in Rule 144A under the Securities Act, and that
such purchaser has acquired the Certificates in a transaction effected in
accordance with the exemption from the registration requirements of the
Securities Act provided by Rule 144A and, if the purchaser has purchased the
Certificates for one or more accounts for which it is acting as fiduciary or
agent, each such account is a qualified institutional buyer or an institutional
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D of the 1933 Act][an institutional "accredited investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D of the 1933 Act and
in accordance with any applicable securities laws of any state of the United
States and, if the purchaser has purchased the Certificates for one or more
accounts for which it is acting as fiduciary or agent, each such account is a
qualified institutional buyer or an institutional "accredited investor" within
the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D of the 1933 Act]
and that the purchaser is acquiring beneficial interests in the applicable
Certificate1 for its own account or for one or more institutional accounts for
which it is acting as fiduciary or agent in a minimum amount equivalent to not
less than U.S.[$25,000] [$100,000] and integral multiples of U.S. $1 in excess
thereof for each such account.


                                       Very truly yours,


                                       [NAME OF HOLDER OF CERTIFICATE]



                                       By:____________________________________
                                          [Name], [Chief Financial
                                          or other Executive Officer]

---------------
1 [NOTE: INFORMATION PROVIDED ABOVE WITH RESPECT TO PURCHASER AND THE FOREGOING
REPRESENTATION MUST BE PROVIDED TO THE CERTIFICATE REGISTRAR UPON ANY TRANSFER
OF CERTIFICATES IF THE CERTIFICATES ARE NO LONGER HELD IN GLOBAL FORM.]

<PAGE>

                                    EXHIBIT I

                     FORM OF EUROCLEAR OR CEDEL CERTIFICATE

                    Morgan Stanley Dean Witter Capital I Inc.
                 Commercial Mortgage Pass-Through Certificates,
                   Series 2002-IQ3, Class (the "Certificates")

TO:   LaSalle Bank National Association, as Certificate Registrar and Trustee
      Attn: Asset Backed Securities Trust Services Group
            Morgan Stanley Dean Witter Capital I Inc.
            Commercial Mortgage Pass-Through Certificates, Series 2002-IQ3

            This is to certify that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount of the Certificates set forth below (our "Member
Organizations") substantially to the effect set forth in the Pooling and
Servicing Agreement dated as of December 1, 2002 (the "Pooling and Servicing
Agreement") among you, Morgan Stanley Dean Witter Capital I Inc., GMAC
Commercial Mortgage Corporation, NCB, FSB, National Consumer Cooperative Bank,
Principal Global Investors, LLC, and ABN AMRO Bank N.V., U.S. $__________
principal amount of the above-captioned Certificates held by us or on our behalf
are beneficially owned by (a) non-U.S. person(s) or (b) U.S. person(s) who
purchased the Certificates in transactions that did not require registration
under the United States Securities Act of 1933, as amended (the "Securities
Act"). As used in this paragraph, the term "U.S. person" has the meaning given
to it by Regulation S under the Securities Act.

            We further certify that as of the date hereof we have not received
any notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any interest in the
Certificates identified above are no longer true and cannot be relied upon as of
the date hereof.

            [On Release Date: We hereby acknowledge that no portion of the Class
__ Regulation S Temporary Global Certificate shall be exchanged for an interest
in the Class __ Regulation S Permanent Global Certificate (as each such term is
defined in the Pooling and Servicing Agreement) with respect to the portion
thereof for which we have not received the applicable certifications from our
Member Organizations.]

            [Upon any payments under the Regulation S Temporary Global
Certificate: We hereby agree to hold (and return to the Trustee upon request)
any payments received by us on the Class __ Regulation S Temporary Global
Certificate (as defined in the Pooling and Servicing Agreement) with respect to
the portion thereof for which we have not received the applicable certifications
from our Member Organizations.]

            We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

Dated:



                                       [MORGAN GUARANTY TRUST COMPANY
                                       OF NEW YORK, Brussels office,
                                       as operator of the Euroclear System]


                                       or


                                       [CEDEL BANK, S.A.]



                                       By:____________________________________


<PAGE>


                                    EXHIBIT J

              LIST OF LOANS TO WHICH EXCESS SERVICING FEES ARE PAID


MSDWCI 2002-IQ3
ADMINISTRATIVE COST RATE SCHEDULE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
INDIVIDUAL                    MORTGAGE LOAN
LOAN SELLER ID   LOAN NO      SELLER             PROPERTY NAME
-----------------------------------------------------------------------------------------------
<S>               <C>           <C>              <C>
02-11797          1             MSDWMC           77 P Street Office
00-0000           2             MSDWMC           One Seaport Plaza
02-11615          4             MSDWMC           Tulsa Distribution Center
01-10485          5             MSDWMC           Northwestern Corporate Center
01-09319          36            MSDWMC           Winton Place Shopping Center
01-08371          57            MSDWMC           324 Clark Street Industrial Building
00-1001068        15            Nationwide       Speedway Shopping Center
03-0311503        23            Nationwide       Monroeville Giant Eagle
00-1000567        28            Nationwide       Marketplace at Washington Square
00-1000922        32            Nationwide       Lowe's Home Center
00-1001037        46            Nationwide       Cave Springs Square Shopping Center & Annex
00-1001026        65            Nationwide       Southwest Crossing Tech Center
00-1001059        87            Nationwide       200 West Apartments
00-1001086        111           Nationwide       The Waters II
479000570         17            NCB              Johnston Professional Building
470022090         22            NCB              205/78 Owners Corp.
479000420         27            NCB              Hampton Inn - BWI Airport
470024450         29            NCB              210-220-230 Owners Corp.
470023110         30            NCB              Fontaine Owners Corp.
470020580         51            NCB              325 W. 45th Street Owners Corp.
470022320         54            NCB              1349 Tenants Corp.
470021320         56            NCB              301 East Tenants Corp.
470021510         66            NCB              38 Park Row Residence Corp.
470015630         86            NCB              Southridge Cooperative, Section 3, Inc.
470022350         147           NCB              139-94 Apartments Corp.
470022770         189           NCB              Nicolet Town Houses Cooperative Association
470021850         203           NCB              8-10 Bethune/791 Greenwich St. Owners Corp.
470021780         210           NCB              1040 Madison Inc.
470023180         221           NCB              East 37th Street Apartments Corp.
470023150         236           NCB              100 Bank Street Owners Corp.
470022680         240           NCB              1869 Mintwood Cooperative, Inc.
470021080         241           NCB              271 West 70th Corp.
470021720         242           NCB              157 West 78th Street Corporation
470021620         243           NCB              258 West 93 Owners Corp.
470022060         244           NCB              56 West 82nd Street Apartment Corp.
470022540         245           NCB              55 Prince St. Associates, Inc.
470022630         247           NCB              Begonia Realty Corporation
470022760         248           NCB              143 W. 85th St. Tenants Corp.
479000610         42            NCB,FSB          6201 West, LTD (Oakwood Villas)
479000350         44            NCB,FSB          Harbor Park at Market Place
470024700         48            NCB,FSB          69 West 9 Owners Corp.
470023990         49            NCB,FSB          2575 Owners Corp.
470024460         52            NCB,FSB          50 Riverside Tenants Corp.
479000580         53            NCB,FSB          Vallarta Supermarkets
470024080         55            NCB,FSB          Rutherford Tenants Corp.
470024250         60            NCB,FSB          High Meadow Cooperative, No. 1, Inc.
479000520         67            NCB,FSB          Summer Realty Co.
470023770         74            NCB,FSB          49 West 72 Owners Corp.
470023460         94            NCB,FSB          20 Plaza Housing Corp.
470023230         103           NCB,FSB          470 West End Corp.
470024100         107           NCB,FSB          Alexandria House Incorporated
470023060         108           NCB,FSB          50 North Broadway Owners, Inc.
470013340         112           NCB,FSB          Sheepshead Terrace Cooperative Apartments,Inc.
479000600         115           NCB,FSB          Georgetown Apartments
470022660         130           NCB,FSB          Tudor Woods, Inc.
479000640         133           NCB,FSB          Glen Burnie Town Center
479000560         135           NCB,FSB          82 Cantiague, LLC
470021690         165           NCB,FSB          Oxford House Owners Corp.
470022240         174           NCB,FSB          Park and 76th St. Inc.
470022710         179           NCB,FSB          40-18 Hampton Street Owners Corp.
470022510         198           NCB,FSB          311-313 West 82nd St. Owners Corp.
470022840         199           NCB,FSB          855 West End Owners Corp.
470023000         219           NCB,FSB          1901 Wyoming Avenue Cooperative Association
470023550         246           NCB,FSB          86 Second Place Housing Corp.
753158            6             PCF              125 Delawanna Avenue
752707            7             PCF              2731 San Tomas Expressway
753223            16            PCF              16700 Aston Street and  1771 & 1791 Deere Avenue
753235            19            PCF              Terrace Oaks I And II
753177            20            PCF              Wedge Office Building
753245            24            PCF              14000, 14020 & 14030 183rd St
753288            33            PCF              6650 Top Gun Street
753252            35            PCF              20100 Alameda Street
753218            39            PCF              26 Whittier Street
753246            40            PCF              15500 Phoebe Avenue
753229            58            PCF              Highland Gardens Apartments
753240            62            PCF              10118 W. 119th Street
753263            85            PCF              4051 Douglas Boulevard
753257            92            PCF              1211 Artesia Boulevard
753272            123           PCF              14941 Northam Street
753258            125           PCF              623 Artesia Boulevard
753259            195           PCF              2945 East Maria Street
753261            196           PCF              14141 Arbor Place
753260            230           PCF              1811-1821 Kaiser Avenue
6104705           3             PMCC             The Richards Building
6104699           8             PMCC             Evergreen Plaza
6104685           10            PMCC             Riverland Woods Apartments
6104700           11            PMCC             Village Greens Shopping Center
6103806           12            PMCC             Bethany Village Centre
6103995           18            PMCC             Magnolia Ridge Apartments
6104689           21            PMCC             The Physicians Centre Medical Office Building
6104723           25            PMCC             Highlands Business Park
6104692           34            PMCC             Villa San Marco Apartments
6104650           37            PMCC             Chicago & Kedzie Shopping Center
6104711           38            PMCC             Encino Park Apartments
6104740           41            PMCC             EZ Storage - Bowie
6104729           43            PMCC             Town Center Heights Apartments
6104724           45            PMCC             LA County Industrial Building
6104703           50            PMCC             Palo Alto Office Building
6104744           61            PMCC             Emerald Pointe Apartments
6104666           70            PMCC             Americana Shopping Center
6104742           91            PMCC             Rainbow Professional Center II
6104678           106           PMCC             McMinnville Town Center
524100            9             TIAA             Plantation Villa Apartments
501700            13            TIAA             Heritage Shopping Center
503000            14            TIAA             Terra Vista Village
516100            26            TIAA             Copans Business Park 1
517000            31            TIAA             Uptown Queen Anne Apartments
514500            84            TIAA             Westridge I Office Building
235534            47            Union Central    Southern Square Shopping Center
201165            59            Union Central    Fashion Pointe Offices
202128            63            Union Central    Homewood Plaza
202130            64            Union Central    Doctors Park Medical Center
202137            68            Union Central    Saticoy Industrial Center
202138            69            Union Central    Coldwater Industrial Center
202102            71            Union Central    Assured Self Storage
235590            72            Union Central    San Juan North Shopping Center
200120            73            Union Central    Oak Tree Plaza/Tustin Retail Center
201161            75            Union Central    South Bay Business Park
990124            76            Union Central    Courtyard at Jamestown I
990150            77            Union Central    Courtyard At Jamestown II
201108            78            Union Central    Park South Apartments
201151            79            Union Central    West McDowell Walgreens
200137            80            Union Central    Anaheim Hills Village Center
980188            81            Union Central    Ocean View Apartments & Meadow Pond Estates
980189            82            Union Central    Concord Park North Apartments
980190            83            Union Central    Franklin Court Apartments
201110            88            Union Central    El Mercado Plaza
202123            89            Union Central    7100 Pines Plaza
200108            90            Union Central    Plaza del Oro
970206            93            Union Central    Allegiance Center II
990212            95            Union Central    Catalina Staples
990155A           96            Union Central    129 West Hibiscus Boulevard
990155B           97            Union Central    13 East Melbourne Avenue
990155C           98            Union Central    Babcock Square
960127            99            Union Central    Barnes & Noble Superstore
980149            100           Union Central    Oak Park Plaza
202114            101           Union Central    Orlando Eckerd
980220            102           Union Central    Centre Plaza
990174            104           Union Central    Mesa Verde Office Park
202142            105           Union Central    Town Center Lakeside
980236            109           Union Central    Ortega's On The Plaza
970224            110           Union Central    3720-3768 Hawkins Industrial
980239            113           Union Central    Loggerhead Plaza
980159            114           Union Central    Wilshire Tower
990133            116           Union Central    Cooper Apartments
990133            117           Union Central    819 Lincoln Way
990218            118           Union Central    Glades Tower II
201130            119           Union Central    7240 Building (Bldg E)
201131            120           Union Central    Minnehaven Square
940101            121           Union Central    Silvercreek Apartments
970223            122           Union Central    3800-3888 Hawkins Industrial
200136            124           Union Central    Monk Properties
235585            126           Union Central    Jefferson West Apartments
235589            127           Union Central    Willow Apartments
201163            128           Union Central    225 North Cotner Boulevard
201163            129           Union Central    3910 South Street
202115            131           Union Central    Wilsonville Industrial
201154            132           Union Central    Vermont Hills Shopping Center
200125            134           Union Central    Cummins Intermountain
200117            136           Union Central    Ponderosa Shopping Center
990101            137           Union Central    Health Alliance of Greater Cincinnati
980223            138           Union Central    Richmond Kroger Supermarket
980108            139           Union Central    Butterfield Plaza
201126            140           Union Central    136 East Retail
990139            141           Union Central    Spain Apartments
980206            142           Union Central    Baseline Industrial Center
235529            143           Union Central    Village Square Plaza
990105            144           Union Central    Regal Center
201143            145           Union Central    19th Avenue Medical Center
990149            146           Union Central    Pearl Street Retail
970216            148           Union Central    Sohner Medical Plaza
200128            149           Union Central    Highland Avenue Office
980106            150           Union Central    Pier 1 Imports
980106            151           Union Central    Outback Steakhouse
950150            152           Union Central    Office Max
201173            153           Union Central    San Gabriel Medical Plaza
990166            154           Union Central    Island Lake Business Center
970220            155           Union Central    1530 Goodyear Industrial
970225            156           Union Central    3715 Hawkins Industrial
980160            157           Union Central    78th Street Marketplace
980237            158           Union Central    Chanhassen Business Center
235547            159           Union Central    Plaza 130
201146            160           Union Central    Homestead House
970226            161           Union Central    5821 Midway Industrial
970214            162           Union Central    Kahan Industrial Building - Austin
970214            163           Union Central    Kahan Industrial - Larchwood
970214            164           Union Central    Kahan Industrial Building - Ajax
201159            166           Union Central    Red Cross Building
980203            167           Union Central    Sandlewood Village Apartments
980203            168           Union Central    Shadow Ridge Apartments
980203            169           Union Central    Village Square Apartments
201166            170           Union Central    Key Bank
970222            171           Union Central    11501 Rojas Industrial
970210            172           Union Central    St. Vincent Medical Building
990128            173           Union Central    Nicoli Buildings
202112            175           Union Central    Manufacturing Street Industrial
980105            176           Union Central    Baseline Medical
235629            177           Union Central    Western Business
201147            178           Union Central    Park Village Apartments
200112            180           Union Central    East Valley Commerce Park
202105            181           Union Central    Torrance Industrial
200127            182           Union Central    Englewood Tractor Supply
980151            183           Union Central    Sevilla Building
990126            184           Union Central    San Diego Office Depot
235482            185           Union Central    Towers Airport Park
980139            186           Union Central    Westway Plaza
980192            187           Union Central    Maysville Tractor Supply Co.
201160            188           Union Central    The Atlantel Building
960133            190           Union Central    Berry, Dunn, McNeil & Parker
980135            191           Union Central    Chick's Harley-Davidson
235636            192           Union Central    Tower Point Apartments
990107            193           Union Central    Cricket Tree Plaza
202101            194           Union Central    Glenoaks Center
235701            197           Union Central    Mercy Care Medical
980227            200           Union Central    Mesquite Office Depot
200103            201           Union Central    Mallory Court Bldg
980173            202           Union Central    Hollister Business Park
980161            204           Union Central    Eckerd Drug Store
980211            205           Union Central    Caribou Corner
201125            206           Union Central    Great Lakes Coating
990165            207           Union Central    Quebec Business Center
201169            208           Union Central    8024 Stage Hills Warehouse
235523            209           Union Central    Shannon South Apartments
200116            211           Union Central    Arcus Data Building
980150            212           Union Central    Andalucia Building
990130            213           Union Central    Hope Mills Eckerd
201124            214           Union Central    East Anderson Office
201121            215           Union Central    Stage Post Warehouse
980166            216           Union Central    La Cumbre Medical
201107            217           Union Central    Windy Ridge Apartments
960168            218           Union Central    State Street Apartments
990157            220           Union Central    Huntington Building
980195            222           Union Central    Columbia CVS/Revco Drugstore
235596            223           Union Central    GLI Distributing
970221            224           Union Central    1520 Goodyear Drive
980191            225           Union Central    Mercy Health Building
990142            226           Union Central    Del Norte Terraces
201152            227           Union Central    Trade Road Center
235633            228           Union Central    Phillippi Plaza Apartments
980102            229           Union Central    5701-5705 South Sepulveda Boulevard
980110            231           Union Central    Emerson Office Building
990113            232           Union Central    Triangle Eckerd
960147            233           Union Central    Hollywood Video Store
202120            234           Union Central    Ohio Street Warehouse
990209            235           Union Central    Goodyear Tire Store
201135            237           Union Central    Tatum Ranch Walgreens
990146            238           Union Central    Forton Court Office
980114            239           Union Central    Crystal Lake Plaza
</TABLE>



<TABLE>
<CAPTION>
MSDWCI 2002-IQ3
ADMINISTRATIVE COST RATE SCHEDULE

(Table Continued)
------------------------------------------------------------------------------------------------------------------------------------
                                            MASTER                                PRIMARY
INDIVIDUAL       CUT-OFF DATE    MASTER    SERVICING      PRIMARY  SUB-SERVICING  EXCESS        TRUSTEE            ADMINISTRATIVE
LOAN SELLER ID   BALANCE         FEE       EXCESS FEE       FEE      FEE          SERVICING     FEE                   COST RATE
------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>              <C>         <C>      <C>       <C>            <C>              <C>                     <C>
02-11797           $67,000,000      2           3                                                   0.24                    5.24
00-0000            $64,754,839      2           3                                                   0.24                    5.24
02-11615           $29,905,326      2           3                                                   0.24                    5.24
01-10485           $28,858,727      2           3                                                   0.24                    5.24
01-09319            $6,133,050      2           3                                                   0.24                    5.24
01-08371            $3,547,611      2           3                                                   0.24                    5.24
00-1001068         $10,696,251      2           5           1          6             1.5            0.24                   15.74
03-0311503          $8,413,632      2           5           1        7.46            1.5            0.24                   17.20
00-1000567          $7,834,521      2           5           1        1.45            1.5            0.24                   11.19
00-1000922          $6,601,514      2           5           1          6             1.5            0.24                   15.74
00-1001037          $4,690,162      2           5           1          6             1.5            0.24                   15.74
00-1001026          $2,995,060      2           5           1          6             1.5            0.24                   15.74
00-1001059          $2,453,274      2           5           1          6             1.5            0.24                   15.74
00-1001086          $1,996,118      2           5           1          6             1.5            0.24                   15.74
479000570           $9,968,776      2           6                                                   0.24                    8.24
470022090           $8,634,943      2           6                                                   0.24                    8.24
479000420           $7,919,179      2           6                                                   0.24                    8.24
470024450           $7,500,000      2           6                                                   0.24                    8.24
470023110           $6,984,002      2           6                                                   0.24                    8.24
470020580           $3,937,101      2           6                                                   0.24                    8.24
470022320           $3,600,000      2           6                                                   0.24                    8.24
470021320           $3,550,000      2           6                                                   0.24                    8.24
470021510           $2,991,632      2           6                                                   0.24                    8.24
470015630           $2,460,992      2           6                                                   0.24                    8.24
470022350           $1,500,000      2           6                                                   0.24                    8.24
470022770           $1,087,877      2           6                                                   0.24                    8.24
470021850             $947,862      2           6                                                   0.24                    8.24
470021780             $849,438      2           6                                                   0.24                    8.24
470023180             $768,542      2           6                                                   0.24                    8.24
470023150             $582,991      2           6                                                   0.24                    8.24
470022680             $471,778      2           6                                                   0.24                    8.24
470021080             $297,820      2           6                                                   0.24                    8.24
470021720             $258,229      2           6                                                   0.24                    8.24
470021620             $223,531      2           6                                                   0.24                    8.24
470022060             $199,346      2           6                                                   0.24                    8.24
470022540             $199,137      2           6                                                   0.24                    8.24
470022630             $184,123      2           6                                                   0.24                    8.24
470022760             $123,335      2           6                                                   0.24                    8.24
479000610           $5,290,799      2           6                                                   0.24                    8.24
479000350           $5,060,808      2           6                                                   0.24                    8.24
470024700           $4,000,000      2           6                                                   0.24                    8.24
470023990           $3,988,987      2           6                                                   0.24                    8.24
470024460           $3,788,399      2           6                                                   0.24                    8.24
479000580           $3,781,786      2           6                                                   0.24                    8.24
470024080           $3,594,579      2           6                                                   0.24                    8.24
470024250           $3,415,768      2           6                                                   0.24                    8.24
479000520           $2,978,987      2           6                                                   0.24                    8.24
470023770           $2,795,350      2           6                                                   0.24                    8.24
470023460           $2,300,000      2           6                                                   0.24                    8.24
470023230           $2,150,000      2           6                                                   0.24                    8.24
470024100           $2,092,300      2           6                                                   0.24                    8.24
470023060           $2,091,411      2           6                                                   0.24                    8.24
470013340           $1,994,617      2           6                                                   0.24                    8.24
479000600           $1,935,662      2           6                                                   0.24                    8.24
470022660           $1,720,554      2           6                                                   0.24                    8.24
479000640           $1,647,865      2           6                                                   0.24                    8.24
479000560           $1,626,597      2           6                                                   0.24                    8.24
470021690           $1,297,262      2           6                                                   0.24                    8.24
470022240           $1,250,000      2           6                                                   0.24                    8.24
470022710           $1,198,172      2           6                                                   0.24                    8.24
470022510             $997,816      2           6                                                   0.24                    8.24
470022840             $995,012      2           6                                                   0.24                    8.24
470023000             $769,337      2           6                                                   0.24                    8.24
470023550             $189,402      2           6                                                   0.24                    8.24
753158             $19,910,528      2           5           1                                       0.24                    8.24
752707             $19,367,932      2           5           1                                       0.24                    8.24
753223              $9,975,802      2           5           1                                       0.24                    8.24
753235              $9,075,548      2           5           1                                       0.24                    8.24
753177              $8,958,479      2           5           1                                       0.24                    8.24
753245              $8,375,779      2           5           1                                       0.24                    8.24
753288              $6,489,272      2           5           1                                       0.24                    8.24
753252              $6,175,000      2           5           1                                       0.24                    8.24
753218              $5,585,567      2           5           1                                       0.24                    8.24
753246              $5,484,141      2           5           1                                       0.24                    8.24
753229              $3,491,033      2           5           1                                       0.24                    8.24
753240              $3,389,678      2           5           1                                       0.24                    8.24
753263              $2,490,372      2           5           1                                       0.24                    8.24
753257              $2,350,000      2           5           1                                       0.24                    8.24
753272              $1,796,414      2           5           1                                       0.24                    8.24
753258              $1,750,000      2           5           1                                       0.24                    8.24
753259              $1,025,000      2           5           1                                       0.24                    8.24
753261              $1,025,000      2           5           1                                       0.24                    8.24
753260                $675,000      2           5           1                                       0.24                    8.24
6104705            $32,944,519      2           5           1                         5             0.24                   13.24
6104699            $18,281,747      2           5           1                         5             0.24                   13.24
6104685            $17,204,441      2           5           1                         3             0.24                   11.24
6104700            $15,184,606      2           5           1                                       0.24                    8.24
6103806            $13,129,419      2           5           1                         5             0.24                   13.24
6103995             $9,890,768      2           5           1                                       0.24                    8.24
6104689             $8,742,379      2           5           1                                       0.24                    8.24
6104723             $8,286,896      2           5           1                                       0.24                    8.24
6104692             $6,488,431      2           5           1                                       0.24                    8.24
6104650             $6,087,215      2           5           1                                       0.24                    8.24
6104711             $5,789,466      2           5           1                                       0.24                    8.24
6104740             $5,342,244      2           5           1                                       0.24                    8.24
6104729             $5,094,942      2           5           1                         5             0.24                   13.24
6104724             $5,039,283      2           5           1                         5             0.24                   13.24
6104703             $3,975,259      2           5           1                                       0.24                    8.24
6104744             $3,396,583      2           5           1                                       0.24                    8.24
6104666             $2,962,306      2           5           1                                       0.24                    8.24
6104742             $2,352,787      2           5           1                         5             0.24                   13.24
6104678             $2,097,509      2           5           1                                       0.24                    8.24
524100             $17,325,000      2           5           3          5                            0.24                   15.24
501700             $12,994,476      2           5           3          5                            0.24                   15.24
503000             $11,400,440      2           5           3          5                            0.24                   15.24
516100              $7,959,685      2           5           3          5                            0.24                   15.24
517000              $6,970,917      2           5           3          5                            0.24                   15.24
514500              $2,553,821      2           5           3          5                            0.24                   15.24
235534              $4,173,099      2           1           1          8              19            0.24                   31.24
201165              $3,471,356      2           1           1         10              19            0.24                   33.24
202128              $3,381,282      2           1           1        12.5             19            0.24                   35.74
202130              $3,337,456      2           1           1        12.5             19            0.24                   35.74
202137              $1,888,106      2           1           1        12.5             19            0.24                   35.74
202138              $1,087,077      2           1           1        12.5             19            0.24                   35.74
202102              $2,954,353      2           1           1        12.5             19            0.24                   35.74
235590              $2,888,722      2           1           1          8              19            0.24                   31.24
200120              $2,865,836      2           1           1        12.5             19            0.24                   35.74
201161              $2,693,866      2           1           1        12.5             19            0.24                   35.74
990124              $1,519,653      2           1           1         10              19            0.24                   33.24
990150              $1,170,730      2           1           1         10              19            0.24                   33.24
201108              $2,639,627      2           1           1        12.5             19            0.24                   35.74
201151              $2,631,086      2           1           1        12.5             19            0.24                   35.74
200137              $2,623,071      2           1           1        12.5             19            0.24                   35.74
980188                $940,117      2           1           1        12.5             19            0.24                   35.74
980189                $649,129      2           1           1        12.5             19            0.24                   35.74
980190                $984,884      2           1           1        12.5             19            0.24                   35.74
201110              $2,410,259      2           1           1        12.5             19            0.24                   35.74
202123              $2,387,232      2           1           1         25              19            0.24                   48.24
200108              $2,373,944      2           1           1        12.5             19            0.24                   35.74
970206              $2,321,774      2           1           1        12.5             19            0.24                   35.74
990212              $2,269,852      2           1           1        12.5             19            0.24                   35.74
990155A               $692,025      2           1           1          8              19            0.24                   31.24
990155B             $1,107,239      2           1           1          8              19            0.24                   31.24
990155C               $429,056      2           1           1          8              19            0.24                   31.24
960127              $2,225,739      2           1           1        12.5             19            0.24                   35.74
980149              $2,185,116      2           1           1        12.5             19            0.24                   35.74
202114              $2,175,786      2           1           1        12.5             19            0.24                   35.74
980220              $2,150,305      2           1           1          8              19            0.24                   31.24
990174              $2,124,059      2           1           1        12.5             19            0.24                   35.74
202142              $2,116,867      2           1           1        12.5             19            0.24                   35.74
980236              $2,062,261      2           1           1        12.5             19            0.24                   35.74
970224              $1,997,023      2           1           1        12.5             19            0.24                   35.74
980239              $1,976,780      2           1           1         20              19            0.24                   43.24
980159              $1,949,909      2           1           1        12.5             19            0.24                   35.74
990133              $1,653,239      2           1           1        12.5             19            0.24                   35.74
990133                $270,156      2           1           1        12.5             19            0.24                   35.74
990218              $1,878,545      2           1           1        12.5             19            0.24                   35.74
201130                $485,291      2           1           1        12.5             19            0.24                   35.74
201131              $1,385,829      2           1           1        12.5             19            0.24                   35.74
940101              $1,815,981      2           1           1          8              19            0.24                   31.24
970223              $1,797,321      2           1           1        12.5             19            0.24                   35.74
200136              $1,757,635      2           1           1        12.5             19            0.24                   35.74
235585                $784,771      2           1           1         10              19            0.24                   33.24
235589                $952,381      2           1           1         10              19            0.24                   33.24
201163              $1,088,095      2           1           1        12.5             19            0.24                   35.74
201163                $642,965      2           1           1        12.5             19            0.24                   35.74
202115              $1,717,177      2           1           1        12.5             19            0.24                   35.74
201154              $1,677,169      2           1           1        12.5             19            0.24                   35.74
200125              $1,627,856      2           1           1         10              19            0.24                   33.24
200117              $1,624,842      2           1           1         10              19            0.24                   33.24
990101              $1,618,101      2           1           1        12.5             19            0.24                   35.74
980223              $1,589,893      2           1           1        12.5             19            0.24                   35.74
980108              $1,587,422      2           1           1        12.5             19            0.24                   35.74
201126              $1,585,443      2           1           1         10              19            0.24                   33.24
990139              $1,542,362      2           1           1        12.5             19            0.24                   35.74
980206              $1,540,674      2           1           1        12.5             19            0.24                   35.74
235529              $1,520,684      2           1           1          8              19            0.24                   31.24
990105              $1,518,331      2           1           1        12.5             19            0.24                   35.74
201143              $1,508,631      2           1           1        12.5             19            0.24                   35.74
990149              $1,501,707      2           1           1        12.5             19            0.24                   35.74
970216              $1,488,341      2           1           1        12.5             19            0.24                   35.74
200128              $1,486,564      2           1           1        12.5             19            0.24                   35.74
980106                $766,284      2           1           1        12.5             19            0.24                   35.74
980106                $704,392      2           1           1        12.5             19            0.24                   35.74
950150              $1,464,762      2           1           1          8              19            0.24                   31.24
201173              $1,441,871      2           1           1        12.5             19            0.24                   35.74
990166              $1,428,317      2           1           1        18.75            19            0.24                   41.99
970220                $838,750      2           1           1        12.5             19            0.24                   35.74
970225                $527,214      2           1           1        12.5             19            0.24                   35.74
980160              $1,361,308      2           1           1        12.5             19            0.24                   35.74
980237              $1,359,700      2           1           1        12.5             19            0.24                   35.74
235547              $1,357,373      2           1           1        12.5             19            0.24                   35.74
201146              $1,345,019      2           1           1        12.5             19            0.24                   35.74
970226              $1,318,036      2           1           1        12.5             19            0.24                   35.74
970214                $447,749      2           1           1        12.5             19            0.24                   35.74
970214                $513,894      2           1           1        12.5             19            0.24                   35.74
970214                $351,076      2           1           1        12.5             19            0.24                   35.74
201159              $1,288,793      2           1           1        12.5             19            0.24                   35.74
980203                $311,766      2           1           1          8              19            0.24                   31.24
980203                $691,363      2           1           1          8              19            0.24                   31.24
980203                $276,303      2           1           1          8              19            0.24                   31.24
201166              $1,275,851      2           1           1         10              19            0.24                   33.24
970222              $1,258,125      2           1           1        12.5             19            0.24                   35.74
970210              $1,253,223      2           1           1        12.5             19            0.24                   35.74
990128              $1,250,225      2           1           1        12.5             19            0.24                   35.74
202112              $1,235,924      2           1           1        12.5             19            0.24                   35.74
980105              $1,234,785      2           1           1        12.5             19            0.24                   35.74
235629              $1,231,664      2           1           1          8              19            0.24                   31.24
201147              $1,200,454      2           1           1        12.5             19            0.24                   35.74
200112              $1,192,978      2           1           1        12.5             19            0.24                   35.74
202105              $1,184,337      2           1           1        12.5             19            0.24                   35.74
200127              $1,165,016      2           1           1        12.5             19            0.24                   35.74
980151              $1,146,957      2           1           1        12.5             19            0.24                   35.74
990126              $1,146,070      2           1           1        12.5             19            0.24                   35.74
235482              $1,134,524      2           1           1          8              19            0.24                   31.24
980139              $1,133,143      2           1           1        12.5             19            0.24                   35.74
980192              $1,116,489      2           1           1        12.5             19            0.24                   35.74
201160              $1,106,137      2           1           1        12.5             19            0.24                   35.74
960133              $1,084,473      2           1           1        12.5             19            0.24                   35.74
980135              $1,074,792      2           1           1        12.5             19            0.24                   35.74
235636              $1,074,171      2           1           1          8              19            0.24                   31.24
990107              $1,040,027      2           1           1        12.5             19            0.24                   35.74
202101              $1,035,134      2           1           1        12.5             19            0.24                   35.74
235701                $999,838      2           1           1          8              19            0.24                   31.24
980227                $990,398      2           1           1          8              19            0.24                   31.24
200103                $973,990      2           1           1        12.5             19            0.24                   35.74
980173                $968,890      2           1           1        12.5             19            0.24                   35.74
980161                $923,427      2           1           1        12.5             19            0.24                   35.74
980211                $919,030      2           1           1        12.5             19            0.24                   35.74
201125                $901,288      2           1           1        12.5             19            0.24                   35.74
990165                $884,712      2           1           1          8              19            0.24                   31.24
201169                $867,839      2           1           1        12.5             19            0.24                   35.74
235523                $865,346      2           1           1         10              19            0.24                   33.24
200116                $815,810      2           1           1        12.5             19            0.24                   35.74
980150                $815,105      2           1           1        12.5             19            0.24                   35.74
990130                $810,270      2           1           1        12.5             19            0.24                   35.74
201124                $803,171      2           1           1        12.5             19            0.24                   35.74
201121                $802,944      2           1           1        12.5             19            0.24                   35.74
980166                $798,773      2           1           1        12.5             19            0.24                   35.74
201107                $796,231      2           1           1        12.5             19            0.24                   35.74
960168                $782,521      2           1           1          8              19            0.24                   31.24
990157                $768,859      2           1           1        12.5             19            0.24                   35.74
980195                $765,958      2           1           1        12.5             19            0.24                   35.74
235596                $733,574      2           1           1          8              19            0.24                   31.24
970221                $698,958      2           1           1        12.5             19            0.24                   35.74
980191                $691,221      2           1           1        12.5             19            0.24                   35.74
990142                $686,090      2           1           1        12.5             19            0.24                   35.74
201152                $683,076      2           1           1        12.5             19            0.24                   35.74
235633                $681,658      2           1           1         10              19            0.24                   33.24
980102                $679,869      2           1           1        12.5             19            0.24                   35.74
980110                $664,260      2           1           1        12.5             19            0.24                   35.74
990113                $650,531      2           1           1        12.5             19            0.24                   35.74
960147                $623,363      2           1           1          8              19            0.24                   31.24
202120                $620,532      2           1           1        12.5             19            0.24                   35.74
990209                $595,128      2           1           1        12.5             19            0.24                   35.74
201135                $530,073      2           1           1        12.5             19            0.24                   35.74
990146                $514,871      2           1           1        12.5             19            0.24                   35.74
980114                $506,247      2           1           1          8              19            0.24                   31.24


</TABLE>


<PAGE>

                                   EXHIBIT K-1

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT I
                                    (MSDWMC)


            Mortgage Loan Purchase Agreement ("Agreement"), dated as of December
1, 2002, between Morgan Stanley Dean Witter Mortgage Capital Inc. (the
"Seller"), and Morgan Stanley Dean Witter Capital I Inc. (the "Purchaser").

            The Seller agrees to sell and the Purchaser agrees to purchase
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of December 1, 2002, between the Purchaser, as
depositor, GMAC Commercial Mortgage Corporation, as general master servicer (the
"General Master Servicer"), GMAC Commercial Mortgage Corporation, as general
special servicer (the "General Special Servicer"), NCB, FSB, as NCB master
servicer (together with the General Master Servicer, as applicable, the "Master
Servicer"), National Consumer Cooperative Bank, as co-op special servicer (the
"Co-op Special Servicer"), Principal Global Investors, LLC, as special servicer
with respect to the San Tomas Mortgage Loan (together with the General Special
Servicer and the Co-op Special Servicer, as applicable, the "Special Servicer"),
LaSalle Bank National Association, as trustee, paying agent and certificate
registrar (the "Trustee") and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal
Agent"). In exchange for the Mortgage Loans and certain other mortgage loans to
be purchased by the Purchaser (collectively, the "Other Mortgage Loans"), the
Trust will issue to the Depositor pass-through certificates to be known as
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-IQ3 (the "Certificates"). The Certificates will be
issued pursuant to the Pooling and Servicing Agreement.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

            The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and
Class D Certificates (the "Public Certificates") will be sold by the Purchaser
to Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Lehman Brothers Inc. (the "Underwriters"), pursuant to an
Underwriting Agreement, between the Purchaser and the Underwriters, dated
December 5, 2002 (the "Underwriting Agreement"), and the Class X-1, Class X-2,
Class X-Y, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class EI, Class R-I, Class R-II and Class R-III
Certificates (the "Private Certificates") will be sold by the Purchaser to
Morgan Stanley & Co. Incorporated (the "Initial Purchaser"), pursuant to a
Certificate Purchase Agreement, between the Purchaser and the Initial Purchaser,
dated December 5, 2002 (the "Certificate Purchase Agreement"). The Underwriters
will offer the Public Certificates for sale publicly pursuant to a Prospectus
dated November 22, 2002, as supplemented by a Prospectus Supplement dated
December 5, 2002 (together, the "Prospectus Supplement"), and the Initial
Purchaser will offer the Private Certificates for sale in transactions exempt
from the registration requirements of the Securities Act of 1933 pursuant to a
Private Placement Memorandum dated December 5, 2002 (the "Memorandum").

            In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

            Section 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans
accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with
respect to each Mortgage Loan is such Mortgage Loan's due date in the month of
December 2002. The Mortgage Loans will have an aggregate principal balance as of
the close of business on the Cut-Off Date, after giving effect to any payments
due on or before such date, whether or not received, of $200,199,554. The sale
of the Mortgage Loans shall take place on December 17, 2002 or such other date
as shall be mutually acceptable to the parties hereto (the "Closing Date"). The
purchase price to be paid by the Purchaser for the Mortgage Loans shall equal
the amount set forth as such purchase price on Exhibit 3 hereto. The purchase
price shall be paid to the Seller by wire transfer in immediately available
funds on the Closing Date.

            On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 14), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 14).

            Section 2. Conveyance of Mortgage Loans. Effective as of the Closing
Date, subject only to receipt of the consideration referred to in Section 1
hereof and the satisfaction of the conditions specified in Sections 6 and 7
hereof, the Seller does hereby transfer, assign, set over and otherwise convey
to the Purchaser, without recourse, all the right, title and interest of the
Seller, subject to that certain Servicing Rights Purchase and Sale Agreement,
dated December 1, 2002, between the Seller and the General Master Servicer, in
and to the Mortgage Loans identified on the Mortgage Loan Schedule as of the
Closing Date. The Mortgage Loan Schedule, as it may be amended from time to time
on or prior to the Closing Date, shall conform to the requirements of this
Agreement and the Pooling and Servicing Agreement. In connection with such
transfer and assignment, the Seller shall deliver to or on behalf of the
Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for each Mortgage Loan and on
or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 5 in favor of
the Trustee, the Master Servicer and the Special Servicer to empower the Trustee
and, in the event of the failure or incapacity of the Trustee, the Master
Servicer or the Special Servicer, to submit for recording, at the expense of the
Seller, any mortgage loan documents required to be recorded as described in the
Pooling and Servicing Agreement and any intervening assignments with evidence of
recording thereon that are required to be included in the Mortgage Files (so
long as original counterparts have previously been delivered to the Trustee).
The Seller agrees to reasonably cooperate with the Trustee, the Master Servicer
and the Special Servicer in connection with any additional powers of attorney or
revisions thereto that are requested by such parties for purposes of such
recordation. The parties hereto agree that no such power of attorney shall be
used with respect to any Mortgage Loan by or under authorization by any party
hereto except to the extent that the absence of a document described in the
second preceding sentence with respect to such Mortgage Loan remains unremedied
as of the earlier of (i) the date that is 180 days following the delivery of
notice of such absence to the Seller, but in no event earlier than 18 months
from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan
becomes a Specially Serviced Mortgage Loan. The Trustee shall submit such
documents, at the Seller's expense, after the periods set forth above, provided,
however, the Trustee shall not submit such assignments for recording if the
Seller produces evidence that it has sent any such assignment for recording and
certifies that the Seller is awaiting its return from the applicable recording
office. In addition, not later than the 30th day following the Closing Date, the
Seller shall deliver to or on behalf of the Trustee each of the remaining
documents or instruments specified below (with such exceptions and additional
time periods as are permitted by this Section) with respect to each Mortgage
Loan (each, a "Mortgage File"). (The Seller acknowledges that the term "without
recourse" does not modify the duties of the Seller under Section 5 hereof.)

            All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

            (a) The original Mortgage Note bearing all intervening endorsements,
in blank or endorsed "Pay to the order of LaSalle Bank National Association, as
Trustee for Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2002-IQ3, without recourse, representation or
warranty" or if the original Mortgage Note is not included therein, then a lost
note affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

            (b) The original Mortgage, with evidence of recording thereon, and,
if the Mortgage was executed pursuant to a power of attorney, a certified true
copy of the power of attorney certified by the public recorder's office, with
evidence of recording thereon (if recording is customary in the jurisdiction in
which such power of attorney was executed), or certified by a title insurance
company or escrow company to be a true copy thereof; provided that if such
original Mortgage cannot be delivered with evidence of recording thereon on or
prior to the 90th day following the Closing Date because of a delay caused by
the public recording office where such original Mortgage has been delivered for
recordation or because such original Mortgage has been lost, the Seller shall
deliver or cause to be delivered to the Trustee a true and correct copy of such
Mortgage, together with (i) in the case of a delay caused by the public
recording office, an Officer's Certificate (as defined below) of the Seller
stating that such original Mortgage has been sent to the appropriate public
recording official for recordation or (ii) in the case of an original Mortgage
that has been lost after recordation, a certification by the appropriate county
recording office where such Mortgage is recorded that such copy is a true and
complete copy of the original recorded Mortgage;

            (c) The originals of all agreements modifying a Money Term or other
material modification, consolidation and extension agreements, if any, with
evidence of recording thereon or if any such original modification,
consolidation or extension agreement has been delivered to the appropriate
recording office for recordation and either has not yet been returned on or
prior to the 90th day following the Closing Date with evidence of recordation
thereon or has been lost after recordation, a true copy of such modification,
consolidation or extension certified by the Seller together with (i) in the case
of a delay caused by the public recording office, an Officer's Certificate of
the Seller stating that such original modification, consolidation or extension
agreement has been dispatched or sent to the appropriate public recording
official for recordation or (ii) in the case of an original modification,
consolidation or extension agreement that has been lost after recordation, a
certification by the appropriate county recording office where such document is
recorded that such copy is a true and complete copy of the original recorded
modification, consolidation or extension agreement, and the originals of all
assumption agreements, if any;

            (d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording, signed by the holder of record in
blank or in favor of "LaSalle Bank National Association, as Trustee for Morgan
Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-IQ3";

            (e) Originals of all intervening assignments of Mortgage, if any,
with evidence of recording thereon or, if such original assignments of Mortgage
have been delivered to the appropriate recorder's office for recordation,
certified true copies of such assignments of Mortgage certified by the Seller,
or in the case of an original blanket intervening assignment of Mortgage
retained by the Seller, a copy thereof certified by the Seller or, if any
original intervening assignment of Mortgage has not yet been returned on or
prior to the 90th day following the Closing Date from the applicable recording
office or has been lost, a true and correct copy thereof, together with (i) in
the case of a delay caused by the public recording office, an Officer's
Certificate of the Seller stating that such original intervening assignment of
Mortgage has been sent to the appropriate public recording official for
recordation or (ii) in the case of an original intervening assignment of
Mortgage that has been lost after recordation, a certification by the
appropriate county recording office where such assignment is recorded that such
copy is a true and complete copy of the original recorded intervening assignment
of Mortgage;

            (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment of Leases has not been returned on or prior to
the 90th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the Seller to be a true
and complete copy of the original Assignment of Leases submitted for recording,
together with (i) an original of each assignment of such Assignment of Leases
with evidence of recording thereon and showing a complete recorded chain of
assignment from the named assignee to the holder of record, and if any such
assignment of such Assignment of Leases has not been returned from the
applicable public recording office, a copy of such assignment certified by the
Seller to be a true and complete copy of the original assignment submitted for
recording, and (ii) an original assignment of such Assignment of Leases, in
recordable form, signed by the holder of record in favor of "LaSalle Bank
National Association, as Trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-IQ3," which
assignment may be effected in the related Assignment of Mortgage;

            (g)   The  original  or a copy of each  guaranty,  if any,
constituting  additional  security for the  repayment of such Mortgage
Loan;

            (h) The original Title Insurance Policy, or in the event such
original Title Insurance Policy has not been issued, an original binder, actual
title commitment, pro forma policy or a copy thereof certified by the title
company with the original Title Insurance Policy to follow within 180 days of
the Closing Date or a preliminary title report with an original Title Insurance
Policy to follow within 180 days of the Closing Date;

            (i) (A) Copies of UCC financing statements (together with all
assignments thereof) filed in connection with a Mortgage Loan and (B) UCC-2 or
UCC-3 financing statements assigning such UCC financing statements to the
Trustee executed and delivered in connection with the Mortgage Loan;

            (j) Copies of the related ground lease(s), if any, to any Mortgage
Loan where the Mortgagor is the lessee under such ground lease and there is a
lien in favor of the mortgagee in such lease;

            (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements (including without limitation, the One Seaport Plaza
Intercreditor Agreement), if any, related to any Mortgage Loan;

            (l) Either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan (or, with respect to a
letter of credit representing tenant security deposits which have been
collaterally assigned to the lender, a copy), which shall be assigned and
delivered to the Trustee on behalf of the Trust with a copy to be held by the
Primary Servicer (or the Master Servicer), and applied, drawn, reduced or
released in accordance with documents evidencing or securing the applicable
Mortgage Loan, the Pooling and Servicing Agreement and the Primary Servicing
Agreement or (B) the original of each letter of credit, if any, constituting
additional collateral for such Mortgage Loan (or, with respect to a letter of
credit representing tenant security deposits which have been collaterally
assigned to the lender, a copy), which shall be held by the applicable Primary
Servicer (or the Master Servicer) on behalf of the Trustee, with a copy to be
held by the Trustee, and applied, drawn, reduced or released in accordance with
documents evidencing or securing the applicable Mortgage Loan, the Pooling and
Servicing Agreement and the Primary Servicing Agreement (it being understood
that the Seller has agreed (a) that the proceeds of such letter of credit belong
to the Trust, (b) to notify, on or before the Closing Date, the bank issuing the
letter of credit that the letter of credit and the proceeds thereof belong to
the Trust, and to use reasonable efforts to obtain within 30 days (but in any
event to obtain within 90 days) following the Closing Date, an acknowledgement
thereof by the bank (with a copy of such acknowledgement to be sent to the
Trustee) and (c) to indemnify the Trust for any liabilities, charges, costs,
fees or other expenses accruing from the failure of the Seller to assign the
letter of credit hereunder). In the case of clause (B) above, any letter of
credit held by the applicable Primary Servicer (or Master Servicer) shall be
held in its capacity as agent of the Trust, and if the applicable Primary
Servicer (or Master Servicer) sells its rights to service the applicable
Mortgage Loan, the applicable Primary Servicer (or Master Servicer) has agreed
to assign the applicable letter of credit to the Trust or at the direction of
the Special Servicer to such party as the Special Servicer may instruct, in each
case, at the expense of the applicable Primary Servicer (or Master Servicer).
The applicable Primary Servicer (or Master Servicer) has agreed to indemnify the
Trust for any loss caused by the ineffectiveness of such assignment;

            (m) The original or a copy of the environmental indemnity agreement,
if any, related to any Mortgage Loan;

            (n) Copies of third-party management agreements, if any, for hotels
and mortgage properties securing Mortgage Loans with a Cut-Off Date principal
balance equal to or greater than $20,000,000;

            (o) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;

            (p) A copy of any affidavit and indemnification agreement in favor
of the lender;

            (q) With respect to hospitality properties, a copy of any franchise
agreement, franchise comfort letter and applicable assignment or transfer
documents; and

            (r) with respect to the Mortgage Loan known as the One Seaport Plaza
Loan, a copy of the 2002-IQ2 Pooling and Servicing Agreement.

            The original of each letter of credit referred to in clause (l)
above shall be delivered to the Primary Servicer, the Master Servicer or the
Trustee (as the case may be) within 45 days of the Closing Date. In addition, a
copy of any ground lease shall be delivered to the Primary Servicer within 30
days of the Closing Date. Any failure to deliver any ground lease shall
constitute a document defect.

            With respect to the Mortgage Loan known as the One Seaport Plaza
Loan, the preceding document delivery requirements will be met by the delivery
by the Seller of copies of the documents specified above (other than the
Mortgage Note (and all intervening agreements) evidencing such Mortgage Loan,
with respect to which the originals shall be required), including a copy of the
Mortgage.

            "Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any Senior
Vice President, any Vice President, any Assistant Vice President, any Treasurer
or any Assistant Treasurer.

            The Assignments of Mortgage and assignment of Assignment of Leases
referred to in clauses (d), (e) and (f) may be in the form of a single
instrument assigning the Mortgage and the Assignment of Leases to the extent
permitted by applicable law. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the
mortgages) and assignments of UCC financing statements, the Seller shall
execute, in accordance with the third succeeding paragraph, the assignments of
mortgages, the assignments of leases (to the extent separate from the mortgages)
and the assignments of UCC financing statements relating to the Mortgage Loans
naming the Trustee on behalf of the Certificateholders as assignee.
Notwithstanding the fact that such assignments of mortgages, assignments of
leases (to the extent separate from the assignments of mortgages) and
assignments of UCC financing statements shall name the Trustee on behalf of the
Certificateholders as the assignee, the parties hereto acknowledge and agree
that the Mortgage Loans shall for all purposes be deemed to have been
transferred from the Seller to the Purchaser and from the Purchaser to the
Trustee on behalf of the Certificateholders.

            If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clause
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90 day period, but the Seller delivers a
photocopy thereof (to the extent available, certified by the appropriate county
recorder's office to be a true and complete copy of the original thereof
submitted for recording or, if such certification is not available, together
with an Officer's Certificate of the Seller stating that such document has been
sent to the appropriate public recording official for recordation), to the
Trustee within such 90 day period, the Seller shall then deliver within 180 days
after the Closing Date the recorded document (or within such longer period after
the Closing Date as the Trustee may consent to, which consent shall not be
withheld so long as the Seller is, as certified in writing to the Trustee no
less often than monthly, in good faith attempting to obtain from the appropriate
county recorder's office such original or photocopy).

            The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due thereon after the Cut-Off
Date, all other payments of principal collected after the Cut-Off Date (other
than scheduled payments of principal due on or before the Cut-Off Date), and all
payments of interest on the Mortgage Loans allocable to the period commencing on
the Cut-Off Date. All scheduled payments of principal and interest due on or
before the Cut-Off Date and collected after the Cut-Off Date shall belong to the
Seller.

            Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above (with recording information in blank if such information
is not yet available). Within 15 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i) above. If any such document or instrument
is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, the Seller shall prepare a substitute therefor or cure such
defect, and the Seller shall, at its own expense (except in the case of a
document or instrument that is lost by the Trustee), record or file, as the case
may be, and deliver such document or instrument in accordance with this Section
2.

            As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the General Master Servicer or the applicable Primary
Servicer, the Seller will draw on such letter of credit as directed by the
General Master Servicer or such Primary Servicer in such notice to the extent
the Seller has the right to do so.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans or
Companion Loans and that are not required to be delivered to the Trustee and are
reasonably necessary for the ongoing administration and/or servicing of the
applicable Mortgage Loan or Companion Loan (the "Servicing File") shall be
shipped by the Seller to or at the direction of the Master Servicer, on behalf
of the Purchaser, on or prior to the 75th day after the Closing Date, in
accordance with Section 3.1 of the Primary Servicing Agreement, if applicable.

            The Servicing File shall include, to the extent required to be (and
actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any attorney-client privileged
communications, internal correspondence or credit analysis. Delivery of any of
the foregoing documents to the Primary Servicer shall be deemed a delivery to
the Master Servicer and satisfy Seller's obligations under this sub-paragraph.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein, subject to the requirements of the Primary
Servicing Agreement. The Seller's and Purchaser's records shall reflect the
transfer of each Mortgage Loan from the Seller to the Purchaser and its assigns
as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property are held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i)  this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto payable after the Cut-Off
            Date, all substitute or replacement Mortgage Loans and all
            distributions with respect thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

            Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

            Section 3. Examination of Mortgage Files and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

            On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller during normal
business hours and shall not be conducted in a manner that is disruptive to the
Seller's normal business operations upon reasonable prior advance notice. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer or Primary Servicer, if
applicable, with any additional information identified by the Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.

            The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

            The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

            Section 4.  Representations  and  Warranties of the Seller
and the Purchaser.

            (a) To induce the Purchaser to enter into this Agreement, the Seller
hereby makes for the benefit of the Purchaser and its assigns with respect to
each Mortgage Loan as of the date hereof (or as of such other date specifically
set forth in the particular representation and warranty) each of the
representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:

            (i) The Seller is duly organized and is validly existing as a
      corporation in good standing under the laws of the State of New York. The
      Seller has the requisite power and authority and legal right to own the
      Mortgage Loans and to transfer and convey the Mortgage Loans to the
      Purchaser and has the requisite power and authority to execute and
      deliver, engage in the transactions contemplated by, and perform and
      observe the terms and conditions of, this Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, and assuming the due authorization, execution
      and delivery hereof by the Purchaser, this Agreement constitutes the
      valid, legal and binding agreement of the Seller, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      (A) laws relating to bankruptcy, insolvency, reorganization, receivership
      or moratorium, (B) other laws relating to or affecting the rights of
      creditors generally, (C) general equity principles (regardless of whether
      such enforcement is considered in a proceeding in equity or at law) or (D)
      public policy considerations underlying the securities laws, to the extent
      that such public policy considerations limit the enforceability of the
      provisions of this Agreement that purport to provide indemnification from
      liabilities under applicable securities laws.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Seller with this Agreement, or the
      consummation by the Seller of any transaction contemplated hereby, other
      than (1) such qualifications as may be required under state securities or
      blue sky laws, (2) the filing or recording of financing statements,
      instruments of assignment and other similar documents necessary in
      connection with the Seller's sale of the Mortgage Loans to the Purchaser,
      (3) such consents, approvals, authorizations, qualifications,
      registrations, filings or notices as have been obtained and (4) where the
      lack of such consent, approval, authorization, qualification,
      registration, filing or notice would not have a material adverse effect on
      the performance by the Seller under this Agreement.

            (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
      nor the execution, delivery or performance of this Agreement by the
      Seller, conflicts or will conflict with, results or will result in a
      breach of, or constitutes or will constitute a default under (A) any term
      or provision of the Seller's articles of organization or by-laws, (B) any
      term or provision of any material agreement, contract, instrument or
      indenture to which the Seller is a party or by which it or any of its
      assets is bound or results in the creation or imposition of any lien,
      charge or encumbrance upon any of its property pursuant to the terms of
      any such indenture, mortgage, contract or other instrument, other than
      pursuant to this Agreement, or (C) after giving effect to the consents or
      taking of the actions contemplated in subsection (iii), any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) There are no actions or proceedings against, or investigations
      of, the Seller pending or, to the Seller's knowledge, threatened in
      writing against the Seller before any court, administrative agency or
      other tribunal, the outcome of which could reasonably be expected to
      materially and adversely affect the transfer of the Mortgage Loans to the
      Purchaser or the execution or delivery by, or enforceability against, the
      Seller of this Agreement or have an effect on the financial condition of
      the Seller that would materially and adversely affect the ability of the
      Seller to perform its obligations under this Agreement.

            (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
      this Agreement will effect a transfer by the Seller of all of its right,
      title and interest in and to the Mortgage Loans to the Purchaser.

            (vii) To the Seller's knowledge, the Seller's Information (as
      defined in that certain indemnification agreement, dated December 1, 2002,
      between the Seller, the Purchaser, the Underwriters and the Initial
      Purchaser (the "Indemnification Agreement")) relating to the Mortgage
      Loans does not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements therein, in the
      light of the circumstances under which they were made, not misleading.
      Notwithstanding anything contained herein to the contrary, this
      subparagraph (vii) shall run exclusively to the benefit of the Purchaser
      and no other party.

            To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date,
provided that any representations and warranties made as of a specified date
shall be true and correct as of such specified date.

            Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

            (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:

            (i) The Purchaser is a corporation duly organized, validly existing,
      and in good standing under the laws of the State of Delaware with full
      power and authority to carry on its business as presently conducted by it.

            (ii) The Purchaser has full power and authority to acquire the
      Mortgage Loans, to execute and deliver this Agreement and to enter into
      and consummate all transactions contemplated by this Agreement. The
      Purchaser has duly and validly authorized the execution, delivery and
      performance of this Agreement and has duly and validly executed and
      delivered this Agreement. This Agreement, assuming due authorization,
      execution and delivery by the Seller, constitutes the valid and binding
      obligation of the Purchaser, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium and other similar laws affecting
      the enforcement of creditors' rights generally and by general principles
      of equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Purchaser with this Agreement, or the
      consummation by the Purchaser of any transaction contemplated hereby that
      has not been obtained or made by the Purchaser.

            (iv) Neither the purchase of the Mortgage Loans nor the execution,
      delivery and performance of this Agreement by the Purchaser will violate
      the Purchaser's certificate of incorporation or by-laws or constitute a
      default (or an event that, with notice or lapse of time or both, would
      constitute a default) under, or result in a breach of, any material
      agreement, contract, instrument or indenture to which the Purchaser is a
      party or that may be applicable to the Purchaser or its assets.

            (v)The Purchaser's execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not
      constitute a violation of, any law, rule, writ, injunction, order or
      decree of any court, or order or regulation of any federal, state or
      municipal government agency having jurisdiction over the Purchaser or its
      assets, which violation could materially and adversely affect the
      condition (financial or otherwise) or the operation of the Purchaser or
      its assets or could materially and adversely affect its ability to perform
      its obligations and duties hereunder.

            (vi) There are no actions or proceedings against, or investigations
      of, the Purchaser pending or, to the Purchaser's knowledge, threatened
      against the Purchaser before any court, administrative agency or other
      tribunal, the outcome of which could reasonably be expected to adversely
      affect the transfer of the Mortgage Loans, the issuance of the
      Certificates, the execution, delivery or enforceability of this Agreement
      or have an effect on the financial condition of the Purchaser that would
      materially and adversely affect the ability of the Purchaser to perform
      its obligation under this Agreement.

            (vii) The Purchaser has not dealt with any broker, investment
      banker, agent or other person, other than the Seller, the Underwriters,
      the Initial Purchaser and their respective affiliates, that may be
      entitled to any commission or compensation in connection with the sale of
      the Mortgage Loans or consummation of any of the transactions contemplated
      hereby.

            To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

            Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

            Section 5.  Remedies  Upon Breach of  Representations  and
Warranties Made by the Seller.

            (a) It is hereby acknowledged that the Seller shall make for the
benefit of the Trustee on behalf of the holders of the Certificates, whether
directly or by way of the Purchaser's assignment of its rights hereunder to the
Trustee, the representations and warranties set forth on Exhibit 2 hereto (each
as of the date hereof unless otherwise specified).

            (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (and including the expiration of any grace or cure period), not
properly executed or is defective on its face, or if there is a breach of any of
the representations and warranties required to be made by the Seller regarding
the characteristics of the Mortgage Loans and/or the related Mortgaged
Properties as set forth in Exhibit 2 hereto, and in either case such defect or
breach, either (i) materially and adversely affects the interests of the holders
of the Certificates in the related Mortgage Loan, or (ii) both (A) the document
defect or breach materially and adversely affects the value of the Mortgage Loan
and (B) the Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated
Mortgage Loan (such a document defect described in the preceding clause (i) or
(ii), a "Material Document Defect" and such a breach described in the preceding
clause (i) or (ii) a "Material Breach"), the party discovering such Material
Document Defect or Material Breach shall promptly notify, in writing, the other
parties; provided that any breach of the representation and warranty contained
in paragraph (40) of such Exhibit 2 shall constitute a Material Breach only if
such prepayment premium or yield maintenance charge is not deemed "customary"
for commercial mortgage loans as evidenced by (i) an opinion of tax counsel to
such effect or (ii) a determination by the Internal Revenue Service that such
provision is not customary. Promptly (but in any event within three Business
Days) upon becoming aware of any such Material Document Defect or Material
Breach, the Master Servicer shall, and the Special Servicer may, request that
the Seller, not later than 90 days from the Seller's receipt of the notice of
such Material Document Defect or Material Breach, cure such Material Document
Defect or Material Breach, as the case may be, in all material respects;
provided, however, that if such Material Document Defect or Material Breach, as
the case may be, cannot be corrected or cured in all material respects within
such 90-day period, and such Material Document Defect or Material Breach would
not cause the Mortgage Loan to be other than a "qualified mortgage"(as defined
in the Code) but the Seller is diligently attempting to effect such correction
or cure, as certified by the Seller in an Officer's Certificate delivered to the
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is, at
the end of the initial 90 day period, a Specially Serviced Mortgage Loan and a
Servicing Transfer Event has occurred as a result of a monetary default or as
described in clause (ii) or clause (v) of the definition of "Servicing Transfer
Event" in the Pooling and Servicing Agreement and (y) the Material Document
Defect was identified in a certification delivered to the Seller by the Trustee
pursuant to Section 2.2 of the Pooling and Servicing Agreement not less than 90
days prior to the delivery of the notice of such Material Document Defect. The
parties acknowledge that neither delivery of a certification or schedule of
exceptions to the Seller pursuant to Section 2.2 of the Pooling and Servicing
Agreement or otherwise nor possession of such certification or schedule by the
Seller shall, in and of itself, constitute delivery of notice of any Material
Document Defect or knowledge or awareness by the Seller of any Material Document
Defect listed therein.

            The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
aspects within the above cure periods, the Seller shall, on or before the
termination of such cure periods, either (i) repurchase the affected Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date, at its option replace, without
recourse, any Mortgage Loan or REO Mortgage Loan to which such defect relates
with a Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
such repurchase or substitution must occur within 90 days from the earlier of
the date the Seller discovered or was notified of the breach or defect. The
Seller agrees that any substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

            If (i) a Mortgage Loan is to be repurchased or replaced in
connection with a Material Document Defect or a Material Breach as contemplated
above (a "Defective Mortgage Loan"), (ii) such Defective Mortgage Loan is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
("Crossed Mortgage Loans") and (iii) the applicable document defect or breach
does not constitute a Material Document Defect or Material Breach, as the case
may be, as to such Crossed Mortgage Loans (without regard to this paragraph),
then the applicable document defect or breach (as the case may be) shall be
deemed to constitute a Material Document Defect or Material Breach, as the case
may be, as to each such Crossed Mortgage Loan for purposes of the above
provisions, and the Seller shall be obligated to repurchase or replace each such
Crossed Mortgage Loan in accordance with the provisions above, unless, in the
case of such breach or document defect, both of the following conditions would
be satisfied if the Seller were to repurchase or replace only those Mortgage
Loans as to which a Material Breach or Material Document Defect had occurred
without regard to this paragraph (the "Affected Loan(s)"): (1) the debt service
coverage ratio for all such other Mortgage Loans (excluding the Affected
Loan(s)) for the four calendar quarters immediately preceding the repurchase or
replacement (determined as provided in the definition of Debt Service Coverage
Ratio in the Pooling and Servicing Agreement, except that net cash flow for such
four calendar quarters, rather than year-end, shall be used) is not less than
0.10x below the lesser of (x) the debt service coverage ratio for all such
Mortgage Loans (including the Affected Loans(s)) set forth under the heading
"NCF DSCR" in Appendix II to the Final Prospectus Supplement and (y) the debt
service coverage ratio for all such Crossed Mortgage Loans (including the
Affected Loan(s)) for the four preceding calendar quarters preceding the
repurchase or replacement (determined as provided in the definition of Debt
Service Coverage Ratio in the Pooling and Servicing Agreement, except that net
cash flow for such four calendar quarters, rather than year-end, shall be used),
and (2) the loan-to-value ratio for all such Crossed Mortgage Loans (excluding
the Affected Loan(s)) is not greater than 10% more than the greater of (x) the
loan-to-value ratio, expressed as a whole number (taken to one decimal place),
for all such Crossed Mortgage Loans (including the Affected Loan(s)) set forth
under the heading "Cut-Off Date LTV" in Appendix II to the Final Prospectus
Supplement and (y) the loan-to-value ratio for all such Crossed Mortgage Loans
(including the Affected Loans(s)), at the time of repurchase or replacement. The
determination of the Master Servicer as to whether the conditions set forth
above have been satisfied shall be conclusive and binding in the absence of
manifest error. The Master Servicer will be entitled to cause to be delivered,
or direct the Seller to (in which case the Seller shall) cause to be delivered
to the Master Servicer, (i) an Appraisal of any or all of the related Mortgaged
Properties for purposes of determining whether the condition set forth in clause
(2) above has been satisfied, in each case at the expense of the Seller if the
scope and cost of the Appraisal is approved by the Seller (such approval not to
be unreasonably withheld) and (ii) an Opinion of Counsel that not requiring the
repurchase of such Crossed Mortgage Loan will not result in an Adverse REMIC
Event.

            With respect to any Defective Mortgage Loan, to the extent that the
Seller is required to repurchase or substitute for such Defective Mortgage Loan
(each, a "Repurchased Loan") in the manner prescribed above while the Trustee
(as assignee of the Purchaser) continues to hold any Crossed Mortgage Loan, the
Seller and the Purchaser hereby agree to forebear from enforcing any remedies
against the other's Primary Collateral but may exercise remedies against the
Primary Collateral securing their respective Mortgage Loans, including with
respect to the Trustee, the Primary Collateral securing the Mortgage Loans still
held by the Trustee, so long as such exercise does not impair the ability of the
other party to exercise its remedies against its Primary Collateral. If the
exercise of remedies by one party would impair the ability of the other party to
exercise its remedies with respect to the Primary Collateral securing the
Mortgage Loan or Mortgage Loans held by such party, then both parties shall
forbear from exercising such remedies until the loan documents evidencing and
securing the relevant Mortgage Loans can be modified in a manner that complies
with the Pooling and Servicing Agreement to remove the threat of impairment as a
result of the exercise of remedies. Any reserve or other cash collateral or
letters of credit securing the Crossed Mortgage Loans shall be allocated between
such Mortgage Loans in accordance with the Mortgage Loan documents, or otherwise
on a pro rata basis based upon their outstanding Principal Balances. All other
terms of the Mortgage Loans shall remain in full force and effect, without any
modification thereof. The Mortgagors set forth on Schedule B hereto are intended
third-party beneficiaries of the provisions set forth in this paragraph and the
preceding paragraph. The provisions of this paragraph and the preceding
paragraph may not be modified with respect to any Mortgage Loan without the
related Mortgagor's consent.

            Upon occurrence (and after any applicable cure or grace period), any
of the following document defects shall be conclusively presumed materially and
adversely to affect the interests of Certificateholders in a Mortgage Loan and
be a Material Document Defect: (a) the absence from the Mortgage File of the
original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity and a copy of the Mortgage Note; (b) the absence
from the Mortgage File of the original signed Mortgage unless there is included
in the Mortgage File (i) a certified copy of the Mortgage by the local authority
with which the Mortgage was recorded or (ii) a true and correct copy of the
Mortgage together with an Officer's Certificate of the Seller certifying that
said copy is a true and correct copy of the original Mortgage executed at the
closing of the Mortgage Loan; or (c) the absence from the Mortgage File of the
original Title Insurance Policy, an original binder, pro forma policy or an
actual title commitment or a copy thereof certified by the title company. If any
of the foregoing Material Document Defects is discovered by the Custodian (or
the Trustee if there is no Custodian), the Trustee (or as set forth in Section
2.3(a) of the Pooling and Servicing Agreement, the Master Servicer) will take
the steps described elsewhere in this Section, including the giving of notices
to the Rating Agencies and the parties hereto and making demand upon the Seller
for the cure of the Material Document Defect or repurchase or replacement of the
related Mortgage Loan.

            The Seller shall be notified promptly and in writing by (i) the
Trustee of any notice that it receives that an Option Holder intends to exercise
its Option to purchase the Mortgage Loan in accordance with and as described in
Section 9.36 of the Pooling and Servicing Agreement and (ii) the Special
Servicer of any offer that it receives to purchase the applicable REO Property,
each in connection with such liquidation. Upon the receipt of such notice by the
Seller, the Seller shall then have the right, subject to any repurchase
obligations under Section 2.3 of the Pooling and Servicing Agreement with
respect to such Mortgage Loan, to repurchase the related Mortgage Loan or REO
Property, as applicable, from the Trust at a purchase price equal to, in the
case of clause (i) of the immediately preceding sentence, the Option Purchase
Price or, in the case of clause (ii) of the immediately preceding sentence, the
amount of such offer. Notwithstanding anything to the contrary contained in this
Agreement or in the Pooling and Servicing Agreement, the right of any Option
Holder to purchase such Mortgage Loan shall be subject and subordinate to the
Seller's right to purchase such Mortgage Loan as described in the immediately
preceding sentence. The Seller shall have five (5) Business Days from the date
of its receipt of a notice described in the first sentence of this paragraph to
notify the Trustee or Special Servicer, as applicable, of its intent to so
purchase the Mortgage Loan or related REO Property from the date that it was
notified of such intention to exercise such Option or of such offer. The Special
Servicer shall be obligated to provide the Seller with any appraisal or other
third party reports relating to the Mortgaged Property within its possession to
enable the Seller to evaluate the Mortgage Loan or REO Property. Any sale of the
Mortgage Loan, or foreclosure upon such Mortgage Loan and sale of the REO
Property, to a Person other than the Seller shall be without (i) recourse of any
kind (either express or implied) by such Person against the Seller and (ii)
representation or warranty of any kind (either express or implied) by the Seller
to or for the benefit of such Person.

            The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim against
the Seller for repurchase of the REO Mortgage Loan or REO Property. In such an
event, the Master Servicer, or Special Servicer, as applicable, shall be
required to notify the Seller of the discovery of the Material Document Defect
or Material Breach and the Seller shall be required to follow the procedures set
forth in this Agreement to correct or cure such Material Document Defect or
Material Breach or purchase the REO Property at the Purchase Price. If the
related Seller fails to correct or cure the Material Document Defect or Material
Breach or purchase the REO Property, then the provisions above regarding notice
of offers related to such REO Property and the Seller's right to purchase such
REO Property shall apply. If a court of competent jurisdiction issues a final
order that the Seller is or was obligated to repurchase the related Mortgage
Loan or REO Mortgage Loan or the related Seller otherwise accepts liability,
then, after the expiration of any applicable appeal period, but in no event
later than the termination of the Trust pursuant to Section 9.30 of the Pooling
and Servicing Agreement, the Seller will be obligated to pay to the Trust the
difference between any Liquidation Proceeds received upon such liquidation
(including those arising from any sale to the Seller) and the Purchase Price;
provided that the prevailing party in such action shall be entitled to recover
all costs, fees and expenses (including reasonable attorneys fees) related
thereto.

            In connection with any liquidation or sale of a Mortgage Loan or REO
Property as described above, the Special Servicer will not receive a Liquidation
Fee in connection with such liquidation or sale or any portion of the Work-Out
Fee that accrues after the Seller receives notice of Material Document Defect or
Material Breach until a final determination has been made, as set forth in the
prior paragraph, as to whether the Seller is or was obligated to repurchase such
related Mortgage Loan or REO Property. Upon such determination, the Special
Servicer will be entitled: (i) with respect to a determination that the Seller
is or was obligated to repurchase, to collect a Liquidation Fee, if due in
accordance with the definition thereof, based upon the full Purchase Price of
the related Mortgage Loan or REO property, including all related expenses up to
the date the remainder of such Purchase Price is actually paid, with such
Liquidation Fee, payable by the Seller or (ii) with respect to a determination
that Seller is not or was not obligated to repurchase (or the Trust decides that
it will no longer pursue a claim against the Seller for repurchase), (A) to
collect a Liquidation Fee based upon the Liquidation Proceeds as received upon
the actual sale or liquidation of such Mortgage Loan or REO Property, and (B) to
collect any accrued and unpaid Work-Out Fee, based on amounts that were
collected for as long as the related Mortgage Loan was a Rehabilitated Mortgage
Loan, in each case with such amount to be paid from amounts in the Certificate
Account.

            The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

            Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 43 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment by the Mortgagor of reasonable costs and expenses associated with the
defeasance or assumption of a Mortgage Loan by the Mortgagor, the Seller hereby
covenants and agrees to pay such reasonable costs and expenses, to the extent an
amount is due and not paid by the related Mortgagor. The parties hereto
acknowledge that the payment of such reasonable costs and expenses shall be the
Seller's sole obligation with respect to the breaches discussed in the previous
sentence. The Seller shall have no obligation to pay for any of the foregoing
costs if the applicable Mortgagor has an obligation to pay for such costs.

            The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the applicable Special Servicer, as
applicable, in connection with modifying a Mortgage Loan pursuant to Section 2.3
of the Pooling and Servicing Agreement in order for such Mortgage Loan to be a
"qualified substitute mortgage loan" within the meaning of the Treasury
Regulations promulgated under the Code. Upon a breach of the representation and
warranty set forth in paragraph 41 of Exhibit 2 attached hereto, if such
Mortgage Loan is modified so that it becomes a "qualified substitute mortgage
loan", such breach will be cured and the Seller will not be obligated to
repurchase or otherwise remedy such breach.

            (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the Master Servicer or the Special Servicer on its behalf) shall
give written notice within three Business Days to the Seller of its discovery of
any Material Document Defect or Material Breach and prompt written notice to the
Seller in the event that any Mortgage Loan becomes a Specially Serviced Mortgage
Loan (as defined in the Pooling and Servicing Agreement).

            (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan, and
each document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed and assigned to the Seller in the same
manner such that the Seller shall be vested with legal and beneficial title to
such Mortgage Loan, in each case without recourse, including any property
acquired in respect of such Mortgage Loan or proceeds of any insurance policies
with respect thereto.

            Section 6. Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Cadwalader, Wickersham & Taft, 100 Maiden Lane,
New York, NY 10038 at 9:00 a.m., New York time, on the Closing Date.

            The obligation of the Seller and the Purchaser to close shall be
subject to the satisfaction of each of the following conditions on or prior to
the Closing Date:

            (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date.

            (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

            (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

            (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Seller's Information (as
defined in the Indemnification Agreement) to be disclosed in the Memorandum and
the Prospectus Supplement.

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.

            (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

            (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement, and neither the Underwriters nor the Initial Purchaser shall have
suspended, delayed or otherwise cancelled the Closing Date.

            (i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

            Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

            Section 7. Closing Documents. The Closing Documents shall consist of
the following:

            (a) This Agreement duly executed by the Purchaser and the Seller.

            (b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

            (c) True, complete and correct copies of the Seller's articles of
organization and by-laws.

            (d) A certificate of existence for the Seller from the Secretary of
State of New York dated not earlier than 30 days prior to the Closing Date.

            (e) A certificate of the Secretary or Assistant Secretary of the
Seller, dated the Closing Date, and upon which the Purchaser may rely, to the
effect that each individual who, as an officer or representative of the Seller,
signed this Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures.

            (f) An opinion of counsel (which, other than as to the opinion
described in paragraph (vi) below, may be in-house counsel) to the Seller, dated
the Closing Date, substantially to the effect of the following (with such
changes and modifications as the Purchaser may approve and subject to such
counsel's reasonable qualifications):

            (i) The Seller is validly existing under New York law and has full
      corporate power and authority to enter into and perform its obligations
      under this Agreement.

            (ii) This Agreement has been duly authorized, executed and delivered
      by the Seller.

            (iii) No consent, approval, authorization or order of any federal
      court or governmental agency or body is required for the consummation by
      the Seller of the transactions contemplated by the terms of this Agreement
      except any approvals as have been obtained.

            (iv) Neither the execution, delivery or performance of this
      Agreement by the Seller, nor the consummation by the Seller of any of the
      transactions contemplated by the terms of this Agreement (A) conflicts
      with or results in a breach or violation of, or constitutes a default
      under, the organizational documents of the Seller, (B) to the knowledge of
      such counsel, constitutes a default under any term or provision of any
      material agreement, contract, instrument or indenture, to which the Seller
      is a party or by which it or any of its assets is bound or results in the
      creation or imposition of any lien, charge or encumbrance upon any of its
      property pursuant to the terms of any such indenture, mortgage, contract
      or other instrument, other than pursuant to this Agreement, or (C)
      conflicts with or results in a breach or violation of any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) To his or her knowledge, there are no legal or governmental
      actions, investigations or proceedings pending to which the Seller is a
      party, or threatened against the Seller, (a) asserting the invalidity of
      this Agreement or (b) which materially and adversely affect the
      performance by the Seller of its obligations under, or the validity or
      enforceability of, this Agreement.

            (vi) This Agreement is a valid, legal and binding agreement of the
      Seller, enforceable against the Seller in accordance with its terms,
      except as such enforcement may be limited by (1) laws relating to
      bankruptcy, insolvency, reorganization, receivership or moratorium, (2)
      other laws relating to or affecting the rights of creditors generally, (3)
      general equity principles (regardless of whether such enforcement is
      considered in a proceeding in equity or at law) or (4) public policy
      considerations underlying the securities laws, to the extent that such
      public policy considerations limit the enforceability of the provisions of
      this Agreement that purport to provide indemnification from liabilities
      under applicable securities laws.

            Such opinion may express its reliance as to factual matters on,
among other things specified in such opinion, the representations and warranties
made by, and on certificates or other documents furnished by officers of, the
parties to this Agreement.

            In rendering the opinions expressed above, such counsel may limit
such opinions to matters governed by the federal laws of the United States and
the corporate laws of the State of Delaware and the State of New York, as
applicable.

            (g) Such other opinions of counsel as any Rating Agency may request
in connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or the Seller's execution and delivery of, or performance under, this Agreement.

            (h) A letter from Deloitte & Touche, certified public accountants,
dated the date hereof, to the effect that they have performed certain specified
procedures as a result of which they determined that certain information of an
accounting, financial or statistical nature set forth in the Memorandum and the
Prospectus Supplement agrees with the records of the Seller.

            (i) Such further certificates, opinions and documents as the
Purchaser may reasonably request.

            (j) An officer's certificate of the Purchaser, dated as of the
Closing Date, with the resolutions of the Purchaser authorizing the transactions
described herein attached thereto, together with certified copies of the
charter, by-laws and certificate of good standing of the Purchaser dated not
earlier than 30 days prior to the Closing Date.

            (k) Such other certificates of the Purchaser's officers or others
and such other documents to evidence fulfillment of the conditions set forth in
this Agreement as the Seller or its counsel may reasonably request.

            (l) An executed Bill of Sale in the form attached hereto as Exhibit
4.

            Section 8. Costs. The Seller shall pay the Purchaser the costs and
expenses as agreed upon by the Seller and the Purchaser in a separate Letter of
Understanding dated December 1, 2002.

            Section 9. Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Dean
Witter Capital I Inc., 1585 Broadway, New York, New York 10036, Attention:
Cecilia Tarrant, with a copy to Michelle Wilke (or such other address as may
hereafter be furnished in writing by the Purchaser), or (ii) if to the Seller,
addressed to the Seller at Morgan Stanley Dean Witter Mortgage Capital Inc.,
1585 Broadway, New York, New York 10036, Attention: Timothy Gallagher, with a
copy to Michelle Wilke.

            Section 10. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

            Section 11. Further Assurances. The Seller and the Purchaser each
agree to execute and deliver such instruments and take such actions as the other
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement and the Pooling and Servicing
Agreement.

            Section 12. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.

            Section 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

            Section 14. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to effect the purposes
of the Pooling and Servicing Agreement and, upon such assignment, the Trustee
shall succeed to the rights and obligations hereunder of the Purchaser. No owner
of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.

            Section 15. Miscellaneous. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
rights and obligations of the Seller under this Agreement shall not be assigned
by the Seller without the prior written consent of the Purchaser, except that
any person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller is a party, or any person succeeding to the entire business of the Seller
shall be the successor to the Seller hereunder.

            Section 16. Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.

            IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.

                                       MORGAN STANLEY DEAN WITTER
                                          MORTGAGE CAPITAL INC.

                                       By:__________________________________
                                          Name:
                                          Title:


                                       MORGAN STANLEY DEAN WITTER
                                          CAPITAL I INC.

                                       By:____________________________________
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE



<TABLE>
<CAPTION>

LOAN      MORTGAGE LOAN  LOAN      PROPERTY                                                     ZIP    PROPERTY    PROPERTY
POOL NO.  SELLER         NUMBER    NAME                                  CITY           STATE   CODE   TYPE        SUB-TYPE
---------------------------------------------------------------------------------------------------------------------------
<S>      <C>           <C>        <C>                                 <C>             <C>     <C>    <C>        <C>
1         MSDWMC         02-11797  77 P Street Office                    Washington      DC     20001  Office      Urban
2         MSDWMC         00-0000   One Seaport Plaza                     New York City   NY     10038  Office      Urban
4         MSDWMC         02-11615  Tulsa Distribution Center             Tulsa           OK     74108  Industrial  Warehouse
5         MSDWMC         01-10485  Northwestern Corporate Center         Southfield      MI     48034  Office      Suburban
36        MSDWMC         01-09319  Winton Place Shopping Center          Rochester       NY     14623  Retail      Unanchored
57        MSDWMC         01-08371  324 Clark Street Industrial Building  Worcester       MA     01606  Industrial  Light Industrial

<CAPTION>

ORIGINAL        CUT-OFF DATE   MASTER    MASTER SERVICING     PRIMARY     SUB-SERVICING   PRIMARY EXCESS
BALANCE         BALANCE        FEE       EXCESS FEE           FEE         FEE             SERVICING
-------------------------------------------------------------------------------------------------------
<C>           <C>            <C>          <C>            <C>           <C>               <C>
$67,000,000    $67,000,000     2            3              0             0                0
$65,000,000    $64,754,839     2            3              0             0                0
$30,000,000    $29,905,326     2            3              0             0                0
$29,000,000    $28,858,727     2            3              0             0                0
 $6,200,000     $6,133,050     2            3              0             0                0
 $3,600,000     $3,547,611     2            3              0             0                0

</TABLE>





<PAGE>

                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

             1.  Mortgage Loan Schedule. The information set forth
in the Mortgage  Loan  Schedule is  complete,  true and correct in all
material  respects  as of the  date  of this  Agreement  and as of the
Cut-Off Date.

            2.  Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is
a whole loan and not a participation interest in a mortgage loan. Immediately
prior to the transfer to the Purchaser of the Mortgage Loans, the Seller had
good title to, and was the sole owner of, each Mortgage Loan. The Seller has
full right, power and authority to transfer and assign each of the Mortgage
Loans to or at the direction of the Purchaser and has validly and effectively
conveyed (or caused to be conveyed) to the Purchaser or its designee all of the
Seller's legal and beneficial interest in and to the Mortgage Loans free and
clear of any and all pledges, liens, charges, security interests and/or other
encumbrances. The sale of the Mortgage Loans to the Purchaser or its designee
does not require the Seller to obtain any governmental or regulatory approval or
consent that has not been obtained. None of the Mortgage Loan documents restrict
the Seller's right to transfer the Mortgage Loan to the Purchaser or to the
Trustee.

            3.  Payment Record. No scheduled payment of principal and interest
under any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and
no Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.

            4.  Lien; Valid Assignment. The Mortgage related to and delivered
in connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the marketability or current use or operation of the Mortgaged
Property or the current ability of the Mortgaged Property to generate operating
income sufficient to service the Mortgage Loan debt and (e) if such Mortgage
Loan is cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan (the foregoing items (a) through (e) being
herein referred to as the "Permitted Encumbrances"). The related assignment of
such Mortgage executed and delivered in favor of the Trustee is in recordable
form and constitutes a legal, valid and binding assignment, sufficient to convey
to the assignee named therein all of the assignor's right, title and interest
in, to and under such Mortgage. Such Mortgage, together with any separate
security agreements, chattel mortgages or equivalent instruments, establishes
and creates a valid and, subject to the exceptions set forth in paragraph 13
below, enforceable security interest in favor of the holder thereof in all of
the related Mortgagor's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel or an assisted living facility, the Mortgagor's personal
property includes all personal property that a prudent mortgage lender making a
similar Mortgage Loan would deem reasonably necessary to operate the related
Mortgaged Property as it is currently being operated. A Uniform Commercial Code
financing statement has been filed and/or recorded in all places necessary to
perfect a valid security interest in such personal property, to the extent a
security interest may be so created therein, and such security interest is a
first priority security interest, subject to any prior purchase money security
interest in such personal property and any personal property leases applicable
to such personal property. Notwithstanding the foregoing, no representation is
made as to the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or actions other
than the filing of Uniform Commercial Code financing statements are required in
order to effect such perfection.

            5.  Assignment of Leases and Rents. The Assignment of Leases
related to and delivered in connection with each Mortgage Loan establishes and
creates a valid, subsisting and, subject to the exceptions set forth in
paragraph 13 below, enforceable first priority lien and first priority security
interest in the related Mortgagor's interest in all leases, sub-leases, licenses
or other agreements pursuant to which any person is entitled to occupy, use or
possess all or any portion of the real property subject to the related Mortgage,
and each assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases.

            6.  Mortgage Status; Waivers and Modifications. No Mortgage has
been satisfied, cancelled, rescinded or subordinated in whole or in part, and
the related Mortgaged Property has not been released from the lien of such
Mortgage, in whole or in part (except for partial reconveyances of real property
that are set forth on Schedule A to Exhibit 2), nor has any instrument been
executed that would effect any such satisfaction, cancellation, subordination,
rescission or release, in any manner that, in each case, materially adversely
affects the value of the related Mortgaged Property. None of the terms of any
Mortgage Note, Mortgage or Assignment of Leases has been impaired, waived,
altered or modified in any respect, except by written instruments, all of which
are included in the related Mortgage File and none of the Mortgage Loans has
been materially modified since October 7, 2002.

            7.  Condition of Property; Condemnation. With respect to the
Mortgaged Properties securing the Mortgage Loans that were the subject of an
engineering report after the first day of the month that is 18 months prior to
the Closing Date as set forth on Schedule A to this Exhibit 2, other than as
disclosed in such engineering report, each Mortgaged Property is, to the
Seller's knowledge, free and clear of any damage (or adequate reserves therefor
have been established based on the engineering report) that would materially and
adversely affect its value as security for the related Mortgage Loan, and (ii)
with respect to the Mortgaged Properties securing the Mortgage Loans that were
not the subject of an engineering report after the first day of the month that
is 18 months prior to the Closing Date as set forth on Schedule A to this
Exhibit 2, each Mortgaged Property is in good repair and condition and all
building systems contained therein are in good working order (or adequate
reserves therefor have been established) and each Mortgaged Property is free of
structural defects, in each case, that would materially and adversely affect its
value as security for the related Mortgage Loan as of the date hereof. The
Seller has received no notice of the commencement of any proceeding for the
condemnation of all or any material portion of any Mortgaged Property. To the
Seller's knowledge (based on surveys and/or title insurance obtained in
connection with the origination of the Mortgage Loans), as of the date of the
origination of each Mortgage Loan, all of the material improvements on the
related Mortgaged Property that were considered in determining the appraised
value of the Mortgaged Property lay wholly within the boundaries and building
restriction lines of such property, except for encroachments that are insured
against by the lender's title insurance policy referred to herein or that do not
materially and adversely affect the value or marketability of such Mortgaged
Property, and no improvements on adjoining properties materially encroached upon
such Mortgaged Property so as to materially and adversely affect the value or
marketability of such Mortgaged Property, except those encroachments that are
insured against by the Title Policy referred to herein.

            8.  Title Insurance. Each Mortgaged Property is covered by an
American Land Title Association (or an equivalent form of) lender's title
insurance policy, a pro forma policy or a marked-up title insurance commitment
(on which the required premium has been paid) which evidences such title
insurance policy (the "Title Policy") in the original principal amount of the
related Mortgage Loan after all advances of principal. Each Title Policy insures
that the related Mortgage is a valid first priority lien on such Mortgaged
Property, subject only to Permitted Encumbrances. Each Title Policy (or, if it
has yet to be issued, the coverage to be provided thereby) is in full force and
effect, all premiums thereon have been paid and no material claims have been
made thereunder and no claims have been paid thereunder. No holder of the
related Mortgage has done, by act or omission, anything that would materially
impair the coverage under such Title Policy. Immediately following the transfer
and assignment of the related Mortgage Loan to the Trustee, such Title Policy
(or, if it has yet to be issued, the coverage to be provided thereby) will inure
to the benefit of the Trustee without the consent of or notice to the insurer.
To the Seller's knowledge, the insurer issuing such Title Policy is qualified to
do business in the jurisdiction in which the related Mortgaged Property is
located.

            9.  No Holdbacks. The proceeds of each Mortgage Loan have been
fully disbursed and there is no obligation for future advances with respect
thereto. With respect to each Mortgage Loan, any and all requirements as to
completion of any on-site or off-site improvement that must be satisfied as a
condition to disbursements of any funds escrowed for such purpose have been
complied with on or before the Closing Date, or any such funds so escrowed have
not been released.

            10.  Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary and
enforceable provisions (subject to the exceptions set forth in paragraph 13)
such as to render the rights and remedies of the holder thereof adequate for the
practical realization against the related Mortgaged Property of the principal
benefits of the security intended to be provided thereby.

            11.  Trustee under Deed of Trust. If any Mortgage is a deed of
trust, (1) a trustee, duly qualified under applicable law to serve as such, is
properly designated and serving under such Mortgage, and (2) no fees or expenses
are payable to such trustee by the Seller, the Purchaser or any transferee
thereof except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.

            12.  Environmental Conditions.

            (i) With respect to the Mortgaged Properties securing the Mortgage
Loans that were the subject of an environmental site assessment meeting ASTM
Standards after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, an environmental site
assessment, or an update of a previous such report, was performed with respect
to each Mortgaged Property in connection with the origination or the acquisition
of the related Mortgage Loan, a report of each such assessment (or the most
recent assessment with respect to each Mortgaged Property) (an "Environmental
Report") has been delivered to the Purchaser, and the Seller has no knowledge of
any material and adverse environmental condition or circumstance affecting any
Mortgaged Property that was not disclosed in such report. Each Mortgage requires
the related Mortgagor to comply with all applicable federal, state and local
environmental laws and regulations. Where such assessment disclosed the
existence of a material and adverse environmental condition or circumstance
affecting any Mortgaged Property, (i) a party not related to the Mortgagor was
identified as the responsible party for such condition or circumstance or (ii)
environmental insurance covering such condition was obtained or must be
maintained until the condition is remediated or (iii) the related Mortgagor was
required either to provide additional security that was deemed to be sufficient
by the originator in light of the circumstances and/or to establish an
operations and maintenance plan.

            (ii) With respect to the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an environmental site assessment meeting ASTM
Standards after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, (i) no Hazardous
Material is present on such Mortgaged Property such that (1) the value, use or
operation of such Mortgaged Property is materially and adversely affected or (2)
under applicable federal, state or local law, (a) such Hazardous Material could
be required to be eliminated at a cost materially and adversely affecting the
value of the Mortgaged Property before such Mortgaged Property could be altered,
renovated, demolished or transferred or (b) the presence of such Hazardous
Material could (upon action by the appropriate governmental authorities) subject
the owner of such Mortgaged Property, or the holders of a security interest
therein, to liability for the cost of eliminating such Hazardous Material or the
hazard created thereby at a cost materially and adversely affecting the value of
the Mortgaged Property, and (ii) such Mortgaged Property is in material
compliance with all applicable federal, state and local laws pertaining to
Hazardous Materials or environmental hazards, any noncompliance with such laws
does not have a material adverse effect on the value of such Mortgaged Property
and neither Seller nor, to Seller's knowledge, the related Mortgagor or any
current tenant thereon, has received any notice of violation or potential
violation of any such law.

      "Hazardous Materials" means gasoline, petroleum products, explosives,
      radioactive materials, polychlorinated biphenyls or related or similar
      materials, and any other substance, material or waste as may be defined as
      a hazardous or toxic substance by any federal, state or local
      environmental law, ordinance, rule, regulation or order, including without
      limitation, the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980, as amended (42 U.S.C. ss.ss.9601 et seq.), the
      Hazardous Materials Transportation Act as amended (42 U.S.C.ss.ss.6901 et
      seq.), the Resource Conservation and Recover Act as amended (42
      U.S.C.ss.ss.6901 et seq.), the Federal Water Pollution Control Act as
      amended (33 U.S.C.ss.ss. 1251 et seq.), the Clean Air Act as amended (42
      U.S.C.ss.ss.1251 et seq.) and any regulations promulgated pursuant
      thereto.

Each Mortgage requires the related Mortgagor to comply with all applicable
federal, state and local environmental laws and regulations.

            13.  Loan Document Status. Each Mortgage Note, Mortgage and other
agreement that evidences or secures such Mortgage Loan and was executed by or on
behalf of the related Mortgagor is the legal, valid and binding obligation of
the maker thereof (subject to any non-recourse provisions contained in any of
the foregoing agreements and any applicable state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally, and by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law) and there is
no valid defense, counterclaim or right of offset or rescission available to the
related Mortgagor with respect to such Mortgage Note, Mortgage or other
agreement.

            14.  Insurance. Each Mortgaged Property is, and is required
pursuant to the related Mortgage to be, insured by (a) a fire and extended
perils insurance policy providing coverage against loss or damage sustained by
reason of fire, lightning, windstorm, hail, explosion, riot, riot attending a
strike, civil commotion, aircraft, vehicles and smoke, and, to the extent
required as of the date of origination by the originator of such Mortgage Loan
consistent with its normal commercial mortgage lending practices, against other
risks insured against with respect to similarly situated properties in the
locality of the Mortgaged Property (so-called "All Risk" coverage) in an amount
not less than the lesser of the principal balance of the related Mortgage Loan
and the replacement cost of the improvements located at the Mortgaged Property,
and contains no provisions for a deduction for depreciation, and not less than
the amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property; (b) a business interruption or rental loss
insurance policy, in an amount at least equal to six months of operations of the
Mortgaged Property; (c) a flood insurance policy (if any portion of buildings or
other structures on the Mortgaged Property are located in an area identified by
the Federal Emergency Management Agency as having special flood hazards and the
Federal Emergency Management Agency requires flood insurance to be maintained);
and (d) a comprehensive general liability insurance policy in amounts as are
generally required by commercial mortgage lenders for properties of similar
types, and in any event not less than $1 million per occurrence. Such insurance
policy contains a standard mortgagee clause that names the mortgagee as an
additional insured in the case of liability insurance policies and as a loss
payee in the case of property insurance policies and requires prior notice to
the holder of the Mortgage of termination or cancellation. No such notice has
been received, including any notice of nonpayment of premiums, that has not been
cured. Each Mortgage obligates the related Mortgagor to maintain all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from such Mortgagor. Each Mortgage provides that
casualty insurance proceeds will be applied (a) to the restoration or repair of
the related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Mortgagor, or (c) to the reduction of the principal
amount of the Mortgage Loan. For each Mortgaged Property located in a Zone 3 or
Zone 4 seismic zone, either: (i) a seismic report which indicated a PML of less
than 20% was prepared, based on a 450 or 475-year lookback with a 10%
probability of exceedance in a 50-year period, at origination for such Mortgaged
Property or (ii) the improvements for the Mortgaged Property are insured against
earthquake damage.

            15.  Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the
related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered delinquent or unpaid
until the date on which interest or penalties would be first payable thereon.

            16.  Mortgagor Bankruptcy. No Mortgagor is, to the Seller's
knowledge, a debtor in any state or federal bankruptcy or insolvency proceeding.

            17.  Leasehold Estate. Each Mortgaged Property consists of a fee
simple estate in real estate or, if the related Mortgage Loan is secured in
whole or in part by the interest of a Mortgagor as a lessee under a ground lease
of a Mortgaged Property (a "Ground Lease"), by the related Mortgagor's interest
in the Ground Lease but not by the related fee interest in such Mortgaged
Property (the "Fee Interest"), and as to such Ground Leases:

                  (i) Such Ground Lease or a memorandum thereof has been or will
      be duly recorded; such Ground Lease (or the related estoppel letter or
      lender protection agreement between the Seller and related lessor) does
      not prohibit the current use of the Mortgaged Property and does not
      prohibit the interest of the lessee thereunder to be encumbered by the
      related Mortgage; and there has been no material change in the payment
      terms of such Ground Lease since the origination of the related Mortgage
      Loan, with the exception of material changes reflected in written
      instruments that are a part of the related Mortgage File;

                  (ii) The lessee's interest in such Ground Lease is not subject
      to any liens or encumbrances superior to, or of equal priority with, the
      related Mortgage, other than Permitted Encumbrances;

                  (iii) The Mortgagor's interest in such Ground Lease is
      assignable to the Purchaser and the Trustee as its assignee upon notice
      to, but without the consent of, the lessor thereunder (or, if such consent
      is required, it has been obtained prior to the Closing Date) and, in the
      event that it is so assigned, is further assignable by the Purchaser and
      its successors and assigns upon notice to, but without the need to obtain
      the consent of, such lessor or if such lessor's consent is required it
      cannot be unreasonably withheld;

                  (iv) Such Ground Lease is in full force and effect, and the
      Ground Lease provides that no material amendment to such Ground Lease is
      binding on a mortgagee unless the mortgagee has consented thereto, and the
      Seller has received no notice that an event of default has occurred
      thereunder, and, to the Seller's knowledge, there exists no condition
      that, but for the passage of time or the giving of notice, or both, would
      result in an event of default under the terms of such Ground Lease;

                  (v) Such Ground Lease, or an estoppel letter or other
      agreement, (A) requires the lessor under such Ground Lease to give notice
      of any default by the lessee to the holder of the Mortgage; and (B)
      provides that no notice of termination given under such Ground Lease is
      effective against the holder of the Mortgage unless a copy of such notice
      has been delivered to such holder and the lessor has offered or is
      required to enter into a new lease with such holder on terms that do not
      materially vary from the economic terms of the Ground Lease.

                  (vi) A mortgagee is permitted a reasonable opportunity
      (including, where necessary, sufficient time to gain possession of the
      interest of the lessee under such Ground Lease) to cure any default under
      such Ground Lease, which is curable after the receipt of notice of any
      such default, before the lessor thereunder may terminate such Ground
      Lease;

                  (vii) Such Ground Lease has an original term (including any
      extension options set forth therein) which extends not less than twenty
      years beyond the Stated Maturity Date of the related Mortgage Loan;

                  (viii) Under the terms of such Ground Lease and the related
      Mortgage, taken together, any related insurance proceeds or condemnation
      award awarded to the holder of the ground lease interest will be applied
      either (A) to the repair or restoration of all or part of the related
      Mortgaged Property, with the mortgagee or a trustee appointed by the
      related Mortgage having the right to hold and disburse such proceeds as
      the repair or restoration progresses (except in such cases where a
      provision entitling a third party to hold and disburse such proceeds would
      not be viewed as commercially unreasonable by a prudent commercial
      mortgage lender), or (B) to the payment of the outstanding principal
      balance of the Mortgage Loan together with any accrued interest thereon;
      and

                  (ix) Such Ground Lease does not impose any restrictions on
      subletting which would be viewed as commercially unreasonable by prudent
      commercial mortgage lenders lending on a similar Mortgaged Property in the
      lending area where the Mortgaged Property is located; and such Ground
      Lease contains a covenant that the lessor thereunder is not permitted, in
      the absence of an uncured default, to disturb the possession, interest or
      quiet enjoyment of the lessee thereunder for any reason, or in any manner,
      which would materially adversely affect the security provided by the
      related Mortgage.

                  (x) Such Ground Lease requires the Lessor to enter into a new
      lease upon termination of such Ground Lease if the Ground Lease is
      rejected in a bankruptcy proceeding.

            18.  Escrow Deposits. All escrow deposits and payments relating to
each Mortgage Loan that are, as of the Closing Date, required to be deposited or
paid have been so deposited or paid.

            19.  LTV Ratio. The gross proceeds of each Mortgage Loan to the
related Mortgagor at origination did not exceed the non-contingent principal
amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an
interest in real property having a fair market value (i) at the date the
Mortgage Loan was originated, at least equal to 80 percent of the original
principal balance of the Mortgage Loan or (ii) at the Closing Date, at least
equal to 80 percent of the principal balance of the Mortgage Loan on such date;
provided that for purposes hereof, the fair market value of the real property
interest must first be reduced by (x) the amount of any lien on the real
property interest that is senior to the Mortgage Loan and (y) a proportionate
amount of any lien that is in parity with the Mortgage Loan (unless such other
lien secures a Mortgage Loan that is cross-collateralized with such Mortgage
Loan, in which event the computation described in clauses (a)(i) and (a)(ii) of
this paragraph 19 shall be made on a pro rata basis in accordance with the fair
market values of the Mortgaged Properties securing such cross-collateralized
Mortgage Loans); or (b) substantially all the proceeds of such Mortgage Loan
were used to acquire, improve or protect the real property that served as the
only security for such Mortgage Loan (other than a recourse feature or other
third party credit enhancement within the meaning of Treasury Regulations
Section 1.860G-2(a)(1)(ii)).

            20.  Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

            21.  Advancement of Funds by the Seller. No holder of a Mortgage
Loan has advanced funds or induced, solicited or knowingly received any advance
of funds from a party other than the owner of the related Mortgaged Property,
directly or indirectly, for the payment of any amount required by such Mortgage
Loan.

            22.  No Mechanics' Liens. Each Mortgaged Property is free and clear
of any and all mechanics' and materialmen's liens that are prior or equal to the
lien of the related Mortgage, except, in each case, for liens insured against by
the Title Policy referred to herein, and no rights are outstanding that under
law could give rise to any such lien that would be prior or equal to the lien of
the related Mortgage except, in each case, for liens insured against by the
Title Policy referred to herein.

            23.  Compliance with Usury Laws. Each Mortgage Loan complied with
(or is exempt from) all applicable usury laws in effect at its date of
origination.

            24.  Cross-collateralization. No Mortgage Loan is
cross-collateralized or cross-defaulted with any loan other than one or more
other Mortgage Loans.

            25. Releases of Mortgaged Property. Except as described in the next
sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or
any material portion of the related Mortgaged Property that was included in the
appraisal for such Mortgaged Property, and/or generates income from the lien of
the related Mortgage except upon payment in full of all amounts due under the
related Mortgage Loan or in connection with the defeasance provisions of the
related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule A hereto require the mortgagee to grant releases of
portions of the related Mortgaged Properties upon (a) the satisfaction of
certain legal and underwriting requirements and/or (b) the payment of a release
price and prepayment consideration in connection therewith, in the case of both
(a) and (b), consistent with the Seller's normal lending practices. Except as
described in the first sentence hereof and for those Mortgage Loans identified
on Schedule A, no Mortgage Loan permits the full or partial release or
substitution of collateral unless the mortgagee or servicer can require the
Mortgagor to provide an opinion of tax counsel to the effect that such release
or substitution of collateral (a) would not constitute a "significant
modification" of such Mortgage Loan within the meaning of Treas. Reg.
ss.1.1001-3 and (b) would not cause such Mortgage Loan to fail to be a
"qualified mortgage" within the meaning of Section 860G(a)(3)(A) of the Code.
The loan documents require the related Mortgagor to bear the cost of such
opinion.

            26.  No Equity Participation or Contingent Interest. No Mortgage
Loan contains any equity participation by the lender or provides for negative
amortization (except that the ARD Loan may provide for the accrual of interest
at an increased rate after the Anticipated Repayment Date) or for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property.

            27.  No Material Default. To the Seller's knowledge, there exists
no material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller in any of paragraphs 3, 7, 12,
14, 15, 16 and 17 of this Exhibit 2.

            28.  Inspections. The Seller (or if the Seller is not the
originator, the originator of the Mortgage Loan) has inspected or caused to be
inspected each Mortgaged Property in connection with the origination of the
related Mortgage Loan.

            29.  Local Law Compliance. Based on due diligence considered
reasonable by prudent commercial mortgage lenders in the lending area where the
Mortgaged Property is located, the improvements located on or forming part of
each Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.

            30.  Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien junior to the lien of the related Mortgage.

            31.  Actions Concerning Mortgage Loans. To the knowledge of the
Seller, there are no actions, suits or proceedings before any court,
administrative agency or arbitrator concerning any Mortgage Loan, Mortgagor or
related Mortgaged Property that might adversely affect title to the Mortgaged
Property or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.

            32.  Servicing. The servicing and collection practices used by the
Seller or any prior holder or servicer of each Mortgage Loan have been in all
material respects legal, proper and prudent and have met customary industry
standards.

            33.  Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan or as of the date of
the sale of the related Mortgage Loan by the Seller hereunder, the related
Mortgagor was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated.

            34.  Collateral in Trust. The Mortgage Note for each Mortgage Loan
is not secured by a pledge of any collateral that has not been assigned to the
Purchaser.

            35.  Due on Sale. Each Mortgage Loan contains a "due on sale"
clause, which provides for the acceleration of the payment of the unpaid
principal balance of the Mortgage Loan if, without prior written consent of the
holder of the Mortgage, the property subject to the Mortgage or any material
portion thereof, or a controlling interest in the related Mortgagor, is
transferred, sold or encumbered by a junior mortgage or deed of trust; provided,
however, that certain Mortgage Loans provide a mechanism for the assumption of
the loan by a third party upon the Mortgagor's satisfaction of certain
conditions precedent, and upon payment of a transfer fee, if any, or transfer of
interests in the Mortgagor or constituent entities of the Mortgagor to a third
party or parties related to the Mortgagor upon the Mortgagor's satisfaction of
certain conditions precedent.

            36.  Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Mortgagor, provided that at least one natural person
(and the Mortgagor if the Mortgagor is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.

            37.  Reserved.

            38.  REMIC Eligibility. Each Mortgage Loan is a "qualified
mortgage" as such term is defined in Section 860G(a)(3) of the Code (without
regard to Treasury Regulations Section 1.860G-2(f)(2), which treats certain
defective mortgage loans as qualified mortgages). Each Mortgaged Property will
qualify as foreclosure property within the meaning of Section 856(e) of the Code
if obtained by foreclosure or deed in lieu of foreclosure.

            39.  Reserved.

            40.  Prepayment Premiums. As of the applicable date of origination
of each such Mortgage Loan, any prepayment premiums and yield maintenance
charges payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted customary prepayment premiums and yield maintenance
charges for commercial mortgage loans of the Seller.

            41.  Loan Provisions. No Mortgage Loan contains a provision that by
its terms would automatically or at the unilateral option of the Mortgagor cause
such Mortgage Loan not be a "qualified mortgage" as such term is defined in
Section 860G(a)(3) of the Code.

            42.  Single Purpose Entity. The Mortgagor on each Mortgage Loan
with a Cut-Off Date Principal Balance in excess of $10 million, was, as of the
origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a
"Single Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one or more of the
Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging
in any business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any assets other than those related to its interest in, and operation of,
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person (other than a Mortgagor for a Mortgage Loan that is
cross-collateralized and cross-defaulted with the related Mortgage Loan), and
that it holds itself out as a legal entity, separate and apart from any other
person.

            43.  Defeasance and Assumption Costs. The related Mortgage Loan
Documents provide that the related borrower is responsible for the payment of
all reasonable costs and expenses of the Lender incurred in connection with (i)
the defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and (ii) the approval of an assumption of such Mortgage Loan.

            44.  Defeasance. No Mortgage Loan provides that it can be defeased
until a date that is more than two years after the Closing Date or provides that
it can be defeased with any property other than government securities (as
defined in Section 2(a)(16) of the Investment Company Act of 1940, as amended)
or any direct non-callable security issued or guaranteed as to principal or
interest by the United States.

            45. Terrorism Insurance Summary Report. The information set forth on
Schedule C hereto was true and correct in all material respects as of November
25, 2002.

<PAGE>

                                   Schedule A

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
                       REGARDING INDIVIDUAL MORTGAGE LOANS

                               (MSDWMC - 2002-IQ3)

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

REP NO.   MORTGAGE LOAN NO.          EXPLANATION
-------------------------------------------------------------------------------

Rep 36

Loan Nos. 1, 4, and 5, One Seaport Plaza, Tulsa Distribution Center, and
Northwestern Corporate Center, are not recourse to any natural person and are
not recourse to any natural person for damages arising in the case of fraud or
willful misrepresentation by the Mortgagor, misappropriation or rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.

Loan No. 36, Winton Place Shopping Center, is not recourse to any natural person
and is not recourse to any natural person for damages arising in the case of
breaches of the environmental covenants in the Mortgage Loan documents.

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

<PAGE>

                                   Schedule B

       List of Mortgagors that are Third-Party Beneficiaries Under Section
                                      5(b)



                                      None

<PAGE>

                                   Schedule C

                      (Terrorism Insurance Summary Report)

  As required by representation number 45 (Terrorism Insurance Summary Report),
           the following is a summary of the Terrorism Insurance with
                         respect to the Mortgage Loans:



As of 12/9/02

<TABLE>
<CAPTION>


LOAN            INTERNAL LOAN  PROPERTY                             PROPERTY                            BORROWER
TAB NO. SELLER  ID             NAME                                 ADDRESS                             NAME
------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>     <C>           <C>                                  <C>                                  <C>
        MSDWMC                 77 P Street Office                   77 P Street Washington, DC           Cayre Jemal's Gateway, LLC
        MSDWMC                 One Seaport Plaza                    199 Water Street New York, NY        Resnick Seaport, LLC
        MSDWMC                 Tulsa Distribution Center            420 South145th East Avenue Tulsa, OK Grocery (OK) QRS 15-5, Inc.
        MSDWMC                 Northwestern Corporate Center        Northwestern Highway Southfield, MI  Northwestern Corporate
                                                                                                         Center Associates LP
        MSDWMC                 Winton Place Shopping Center         3450 Winton Place Rochester, NY      Winton Place, LLC
        MSDWMC                 324 Clark Street Industrial Building 324 Clark Street Worcester, MA       324 Clark Street, LLC


<CAPTION>

LOAN      ORIGINAL PRINCIPAL  CUT-OFF-DATE   MORTGAGE LOAN                                                            FUNDING
TAB NO.   BALANCE             BALANCE        BORROWER                           PROPERTY                              DATE
------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                 <C>           <C>                               <C>                                    <C>
                   $67,000,000 $66,934,567   Cayre Jemal's Gateway, LLC         77 P Street Office                           TBD
                   $65,000,000 $64,754,839   Resnick Seaport, LLC               One Seaport Plaza                      5/17/2002
                   $30,000,000 $29,905,326   Grocery (OK) QRS 15-5, Inc.        Tulsa Distribution Center              6/28/2002
                   $29,000,000 $28,858,727   Northwestern Corporate Center      Northwestern Corporate Center          3/29/2002
                                             Associates LP
                    $6,200,000 $6,133,050    Winton Place, LLC                  Winton Place Shopping Center           6/25/2001
                    $3,600,000 $3,547,611    324 Clark Street, LLC              324 Clark Street Industrial Building   3/14/2001

<CAPTION>
                                    ORIGINAL
LOAN                                PRINCIPAL
TAB NO.                              BALANCE
-------------------------------------------------------------------------------
<S>                               <C>           <C>
                                  $200,800,000

%W/O TERRORISM INS                       0.000%
-------------------------------------------------------------------------------
Loans where policies                               Total Loans Renewal Info. Not
have already expired as                         Provided for terms expiring year
of 11/30/02 (or noted as                                                end 2002
"1 Yr" - Need actual term info.)
</TABLE>

<TABLE>
<CAPTION>
                                                                                         SEPARATE                CHEMICAL/BIOLOGICAL
                                                                   EXCLUSIONS FOR        TERRORISM                    TERRORISM
LOAN      TERM OF                                                  ACTS OF               INSURANCE                    INSURANCE
TAB NO.   INSURANCE          CARRIER                               TERRORISM(1)          COVERAGE(2) DEDUCTIBLE      COVERAGE(2)
------------------------------------------------------------------------------------------------------------------------------------
 <C>   <C>                  <S>                              <C>                    <C>         <C>                <C>
       10/31/02-10/31/03     Travelers Property Casualty           Not Excluded            NA        $   25,000           N
       3/01/2002 - 3/01/2003 Travelers Indemnity Company,          Not Excluded            NA        $   25,000           N
                             Federal Ins. Co., Lexington Ins. Co.
         7/1/02-7/1/03       Lloyds of London                      Not Excluded            54000000   $ 250,000           N
         9/30/02-9/30/03     St. Paul Fire & Marine                War exclusion only.     NA         $  10,000           N
         6/28/02-6/28/03     Philadelphia Insurance Co.            Not Excluded            NA         $   5,000           N
         7/21/00-7/21/01     Hartford Fire Insurance               Not Excluded            NA         $  10,000           N

<CAPTION>
LOAN                     DESCRIBE MORTAGAGE                                            COMMENT
TAB NO.   DEDUCTIBLE     CATCH-ALL(3)
------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>         <C>                                                            <C>
             NA          Such other insurance with respect
                         to the Property against loss or damage
                         of the kinds from time to time customarily
                         insured against and in such amounts as are
                         required by institutional lenders for properties
                         comparable to the property.

             NA          Such other reasonable insurance and in such reasonable
                         amounts as Lender from time to time may reasonably
                         request against such other insurable hazards which at
                         the time are commonly insured against for property
                         similar to the Property located in or around the
                         region in which the Property is located.

             NA          Such other insurance with respect to the Property
                         against loss or damage of the kinds from time to
                         time customarily insured against and in such amounts
                         as are required by institutional lenders for properties
                         comparable to the property.

             NA          Such other insurance with respect to the Property
                         against loss or damage of the kinds from time to time
                         customarily insured against and in such amounts as are
                         required by institutional lenders for properties
                         comparable to the property.

             NA          Such other insurance with respect to the Property
                         against loan or damage of the kinds from time to time
                         customarily insured against and in such amounts as are
                         required by institutional lenders for properties
                         comparable to the property.

            NA           Such other insurance with respect to the Property
                         against loan or damage of the kinds from time to time
                         customarily insured against and in such amounts as are
                         required by institutional lenders for properties
                         comparable to the property.
</TABLE>


<PAGE>

                                    EXHIBIT 3

                               PRICING FORMULATION

            Purchase Price                        $224,546,043

<PAGE>

                                    EXHIBIT 4

                                  BILL OF SALE

            1.  PARTIES. The parties to this Bill of Sale are the following:

                Seller:         Morgan Stanley Dean Witter Mortgage Capital Inc.
                Purchaser:      Morgan Stanley Dean Witter Capital I Inc.


            2.  SALE. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of December 1, 2002 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.


            3. PURCHASE PRICE. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. DEFINITIONS. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.

<PAGE>

            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this [__]th day of December, 2002.


SELLER:                                MORGAN STANLEY DEAN WITTER
                                          MORTGAGE CAPITAL INC.



                                       By:____________________________________
                                          Name:
                                          Title:


PURCHASER:                             MORGAN STANLEY DEAN WITTER
                                          CAPITAL I INC.



                                       By:____________________________________
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY

THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

GMAC Commercial Mortgage Corporation
200 Witmer Road
P.O. Box 1015
Horsham, Pennsylvania 19044-8015
Attention: [___________________]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Asset Backed Securities Trust Services Group

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

                            LIMITED POWER OF ATTORNEY

            Know all persons by these presents; that the undersigned, having an
address of [MORTGAGE LOAN SELLER'S ADDRESS] (the "Seller"), being duly empowered
and authorized to do so, does hereby make, constitute and appoint GMAC
Commercial Mortgage Corporation, having an address of 200 Witmer Road, P.O. Box
1015, Horsham, Pennsylvania 19044-8015, Attention: [___________________] (the
"General Master Servicer"), GMAC Commercial Mortgage Corporation, having an
address of 200 Witmer Road, P.O. Box 1015, Horsham, Pennsylvania 19044-8015,
Attention: [___________________] (the "General Special Servicer") and LaSalle
Bank National Association, having an address of 135 South LaSalle Street, Suite
1625, Chicago, Illinois 60603, Attention: Asset Backed Securities Trust Service
Group-Morgan Stanley Dean Witter Capital I Inc., Series 2002-IQ3 (the "Trustee")
as the true and lawful attorneys-in-fact for the undersigned, in its name, place
and stead, and for its use and benefit:

            To empower the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to submit for recording, at the
expense of the Seller, any mortgage loan documents required to be recorded as
described in the Pooling and Servicing Agreement and any intervening assignments
with evidence of recording thereon that are required to be included in the
Mortgage File (so long as original counterparts have previously been delivered
to the Trustee).

            This power of attorney shall be limited to the above-mentioned
exercise of power.

            This instrument is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers
herein is not intended to, nor does it give rise to, and it is not intended to
be construed as, a general power of attorney.

            The rights, power of authority of said attorney herein granted shall
commence and be in full force and effect on the date hereof and such rights,
powers and authority shall remain in full force and effect until the termination
of the Pooling and Servicing Agreement, dated as of December 1, 2002 (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc., as Depositor, the General Master Servicer, the General Special Servicer,
NCB, FSB, as NCB Master Servicer, National Consumer Cooperative Bank, as Co-op
Special Servicer, Principal Global Investors, LLC, as Special Servicer of the
San Tomas Mortgage Loan, the Trustee and ABN AMRO Bank N.V., as Fiscal Agent,
with respect to the Trust.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

<PAGE>

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of December, 2002.

Witnessed by:                          [SELLER]



___________________________            By:________________________
Print Name:                            Name:
                                       Title:



STATE OF______________________)

COUNTY OF_____________________)

            On __________________________, before me, a Notary Public in and for
said county, personally appeared ________________________________, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to me
that he/she executed the same in his/her authorized capacity, and that by
his/her signature on the instrument the person acted and executed the
instrument. Witness my hand and official seal.



_______________________________________
Commission Expires:

<PAGE>

                                   EXHIBIT K-2

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT II
                                      (UCL)

            Mortgage Loan Purchase Agreement (this "Agreement"), dated as of
December 1, 2002, between The Union Central Life Insurance Company (the
"Seller"), and Morgan Stanley Dean Witter Capital I Inc. (the "Purchaser").

            The Seller agrees to sell and the Purchaser agrees to purchase
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of December 1, 2002, between the Purchaser, as
depositor, GMAC Commercial Mortgage Corporation, as general master servicer (the
"General Master Servicer"), GMAC Commercial Mortgage Corporation, as general
special servicer (the "General Special Servicer"), NCB, FSB, as NCB master
servicer (together with the General Master Servicer, as applicable, the "Master
Servicer"), National Consumer Cooperative Bank, as co-op special servicer (the
"Co-op Special Servicer"), Principal Global Investors, LLC, as special servicer
with respect to the San Tomas Mortgage Loan (together with the General Special
Servicer and the Co-op Special Servicer, as applicable, the "Special Servicer"),
LaSalle Bank, National Association, as trustee, paying agent and certificate
registrar (the "Trustee") and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal
Agent"). In exchange for the Mortgage Loans and certain other mortgage loans to
be purchased by the Purchaser (collectively the "Other Mortgage Loans"), the
Trust will issue to the Depositor pass-through certificates to be known as
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-IQ3 (the "Certificates"). The Certificates will be
issued pursuant to the Pooling and Servicing Agreement.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

            The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and
Class D Certificates (the "Public Certificates") will be sold by the Purchaser
to Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Lehman Brothers Inc. (the "Underwriters"), pursuant to an
Underwriting Agreement, between the Purchaser and the Underwriters, dated
December 5, 2002 (the "Underwriting Agreement"), and the Class X-1, Class X-2,
Class X-Y, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class EI, Class R-I, Class R-II and Class R-III
Certificates (the "Private Certificates") will be sold by the Purchaser to
Morgan Stanley & Co. Incorporated (the "Initial Purchaser") pursuant to a
Certificate Purchase Agreement, between the Purchaser and the Initial Purchaser,
dated December 5, 2002 (the "Certificate Purchase Agreement"). The Underwriters
will offer the Public Certificates for sale publicly pursuant to a Prospectus
dated November 22, 2002, as supplemented by a Prospectus Supplement dated
December 5, 2002 (together, the "Prospectus Supplement"), and the Initial
Purchaser will offer the Private Certificates for sale in transactions exempt
from the registration requirements of the Securities Act of 1933 pursuant to a
Private Placement Memorandum dated December 5, 2002 (the "Memorandum").

            In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

            Section 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans
accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with
respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of
December 2002. The Mortgage Loans and the Other Mortgage Loans will have an
aggregate principal balance as of the close of business on the Cut-Off Date,
after giving effect to any payments due on or before such date, whether or not
received, of $186,684,405. The sale of the Mortgage Loans shall take place on
December 17, 2002 or such other date as shall be mutually acceptable to the
parties hereto (the "Closing Date"). The purchase price to be paid by the
Purchaser for the Mortgage Loans shall equal the amount set forth as such
purchase price on Exhibit 3 hereto. The purchase price shall be paid to the
Seller by wire transfer in immediately available funds on the Closing Date.

            On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 14), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 14).

            Section 2. Conveyance of Mortgage Loans. Effective as of the Closing
Date, subject only to receipt of the consideration referred to in Section 1
hereof and the satisfaction of the conditions specified in Sections 6 and 7
hereof, the Seller does hereby transfer, assign, set over and otherwise convey
to the Purchaser, without recourse, all the right, title and interest of the
Seller, subject to that certain Servicing Rights Purchase and Sale Agreement,
dated December 1, 2002, between the Seller and the General Master Servicer, in
and to the Mortgage Loans identified on the Mortgage Loan Schedule as of the
Closing Date. The Mortgage Loan Schedule, as it may be amended from time to time
on or prior to the Closing Date, shall conform to the requirements of this
Agreement and the Pooling and Servicing Agreement. In connection with such
transfer and assignment, the Seller shall deliver to or on behalf of the
Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for each Mortgage Loan and on
or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 5 in favor of
the Trustee, the Master Servicer and the Special Servicer to empower the Trustee
and, in the event of the failure or incapacity of the Trustee, the Master
Servicer and the Special Servicer, to submit for recording, at the expense of
the Seller, any mortgage loan documents required to be recorded as described in
the Pooling and Servicing Agreement and any intervening assignments with
evidence of recording thereon that are required to be included in the Mortgage
Files (so long as original counterparts have previously been delivered to the
Trustee). The Seller agrees to reasonably cooperate with the Trustee, the Master
Servicer and the Special Servicer in connection with any additional powers of
attorney or revisions thereto that are requested by such parties for purposes of
such recordation. The parties hereto agree that no such power of attorney shall
be used with respect to any Mortgage Loan by or under authorization by any party
hereto except to the extent that the absence of a document described in the
second preceding sentence with respect to such Mortgage Loan remains unremedied
as of the earlier of (i) the date that is 180 days following the delivery of
notice of such absence to the Seller, but in no event earlier than 18 months
from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan
becomes a Specially Serviced Mortgage Loan. The Trustee shall submit such
documents, at the Seller's expense, after the periods set forth above, provided,
however, the Trustee shall not submit such assignments for recording if the
Seller produces evidence that it has sent any such assignment for recording and
certifies that the Seller is awaiting its return from the applicable recording
office. In addition, not later than the 30th day following the Closing Date, the
Seller shall deliver to or on behalf of the Trustee each of the remaining
documents or instruments specified below (with such exceptions as are permitted
by this Section) with respect to each Mortgage Loan (each, a "Mortgage File").
(The Seller acknowledges that the term "without recourse" does not modify the
duties of the Seller under Section 5 hereof.)

            All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

            (a) The original Mortgage Note bearing all intervening endorsements,
in blank or endorsed "Pay to the order of LaSalle Bank National Association, as
Trustee for Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2002-IQ3, without recourse, representation or
warranty" or if the original Mortgage Note is not included therein, then a lost
note affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

            (b) The original Mortgage, with evidence of recording thereon, and,
if the Mortgage was executed pursuant to a power of attorney, a certified true
copy of the power of attorney certified by the public recorder's office, with
evidence of recording thereon (if recording is customary in the jurisdiction in
which such power of attorney was executed), or certified by a title insurance
company or escrow company to be a true copy thereof; provided that if such
original Mortgage cannot be delivered with evidence of recording thereon on or
prior to the 90th day following the Closing Date because of a delay caused by
the public recording office where such original Mortgage has been delivered for
recordation or because such original Mortgage has been lost, the Seller shall
deliver or cause to be delivered to the Trustee a true and correct copy of such
Mortgage, together with (i) in the case of a delay caused by the public
recording office, an Officer's Certificate (as defined below) of the Seller
stating that such original Mortgage has been sent to the appropriate public
recording official for recordation or (ii) in the case of an original Mortgage
that has been lost after recordation, a certification by the appropriate county
recording office where such Mortgage is recorded that such copy is a true and
complete copy of the original recorded Mortgage;

            (c) The originals of all agreements modifying a Money Term or other
material modification, consolidation and extension agreements, if any, with
evidence of recording thereon or if such original modification, consolidation
and extension agreements have been delivered to the appropriate recording office
for recordation and either has not yet been returned on or prior to the 90th day
following the Closing Date with evidence of recordation thereon or has been lost
after recordation, true copies of such modifications, consolidations and
extensions certified by the Seller together with (i) in the case of a delay
caused by the public recording office, an Officer's Certificate of the Seller
stating that such original modification, consolidation or extension agreement
has been dispatched or sent to the appropriate public recording official for
recordation or (ii) in the case of an original modification, consolidation or
extension agreement that has been lost after recordation, a certification by the
appropriate county recording office where such document is recorded that such a
copy is a true and complete copy of the original recorded modification,
consolidation or extension agreement, and the originals of all assumption
agreements, if any;

            (d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording, signed by the holder of record in
blank or in favor of "LaSalle Bank National Association, as Trustee for Morgan
Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-IQ3";

            (e) Originals of all intervening assignments of Mortgage, if any,
with evidence of recording thereon or, if such original assignments of Mortgage
have been delivered to the appropriate recorder's office for recordation,
certified true copies of such assignments of Mortgage certified by the Seller,
or, in the case of an original blanket intervening assignment of Mortgage
retained by the Seller, a copy thereof certified by the Seller or, if any
original intervening assignment of Mortgage has not yet been returned on or
prior to the 90th day following the Closing Date from the applicable recording
office or has been lost, a true and correct copy thereof, together with (i) in
the case of a delay caused by the public recording office, an Officer's
Certificate of the Seller stating that such original intervening assignment of
Mortgage has been sent to the appropriate public recording official for
recordation or (ii) in the case of an original intervening assignment of
Mortgage that has been lost after recordation, a certification by the
appropriate county recording office where such assignment is recorded that such
copy is a true and complete copy of the original recorded intervening assignment
of Mortgage;

            (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment of Leases has not been returned on or prior to
the 90th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the Seller to be a true
and complete copy of the original Assignment of Leases submitted for recording,
together with (i) an original of each assignment of such Assignment of Leases
with evidence of recording thereon and showing a complete recorded chain of
assignment from the named assignee to the holder of record, and if any such
assignment of such Assignment of Leases has not been returned from the
applicable public recording office, a copy of such assignment certified by the
Seller to be a true and complete copy of the original assignment submitted for
recording, and (ii) an original assignment of such Assignment of Leases, in
recordable form, signed by the holder of record in favor of "LaSalle Bank
National Association, as Trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-IQ3," which
assignment may be effected in the related Assignment of Mortgage;

            (g) The original or a copy of each guaranty, if any, constituting
additional security for the repayment of such Mortgage Loan;

            (h) The original Title Insurance Policy, or in the event such
original Title Insurance Policy has not been issued, an original binder, actual
title commitment, pro forma policy or a copy thereof certified by the title
company with the original Title Insurance Policy to follow within 180 days of
the Closing Date or a preliminary title report with an original Title Insurance
Policy to follow within 180 days of the Closing Date;

            (i) (A) Copies of UCC financing statements (together with all
assignments thereof) filed in connection with the Mortgage Loan and (B) UCC-2 or
UCC-3 financing statements assigning such UCC financing statements to the
Trustee;

            (j) Copies of the related ground lease(s), if any, to any Mortgage
Loan where the Mortgagor is the lessee under such ground lease and there is a
lien in favor of the mortgagee in such lease.

            (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements, if any, related to any Mortgage Loan;

            (l) Either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan (other than letters of
credit representing tenant security deposits which have been collaterally
assigned to the lender), which shall be assigned and delivered to the Trustee on
behalf of the Trust with a copy to be held by the Primary Servicer (or the
Master Servicer), and applied, drawn, reduced or released in accordance with
documents evidencing or securing the applicable Mortgage Loan, the Pooling and
Servicing Agreement and the applicable Primary Servicing Agreement or (B) the
original of each letter of credit, if any, constituting additional collateral
for such Mortgage Loan (other than letters of credit representing tenant
security deposits which have been collaterally assigned to the lender), which
shall be assigned to and held by the Primary Servicer (or the Master Servicer)
on behalf of the Trustee, with a copy to be held by the Trustee, and applied,
drawn, reduced or released in accordance with documents evidencing or securing
the applicable Mortgage Loan, the Pooling and Servicing Agreement and the
applicable Primary Servicing Agreement (it being understood that the Seller has
agreed (a) that the proceeds of such letter of credit belong to the Trust, (b)
to notify, on or before the Closing Date, the bank issuing the letter of credit
that the letter of credit and the proceeds thereof belong to the Trust, and to
use reasonable efforts to obtain within 30 days (but in any event to obtain
within 90 days) following the Closing Date, an acknowledgement thereof by the
bank (with a copy of such acknowledgement to be sent to the Trustee) and (c) to
indemnify the Trust for any liabilities, charges, costs, fees or other expenses
accruing from the failure of the Seller to assign the letter of credit
hereunder). In the case of clause (B) above, any letter of credit held by the
Primary Servicer (or Master Servicer) shall be held in its capacity as agent of
the Trust, and if a Primary Servicer (or Master Servicer) sells its rights to
service the applicable Mortgage Loan, the applicable Primary Servicer (or Master
Servicer) has agreed to assign the applicable letter of credit to the Trust or
at the direction of the Special Servicer to such party as the Special Servicer
may instruct, in each case, at the expense of the Primary Servicer (or Master
Servicer). The Primary Servicer (or Master Servicer) has agreed to indemnify the
Trust for any loss caused by the ineffectiveness of such assignment;

            (m) The original or a copy of the environmental indemnity agreement,
if any, related to any Mortgage Loan;

            (n) Copies of third-party management agreements, if any, for hotels
and mortgage properties with a Cut-Off Date balance equal to or greater than
$20,000,000;

            (o) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;

            (p) A copy of any affidavit and indemnification agreement in favor
of the lender;

            (q) With respect to hospitality properties, a copy of any franchise
agreement, franchise comfort letter and applicable assignment or transfer
documents.

            "Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any
Managing Director, any Executive Vice President, any Director, any Senior Vice
President, any Vice President, any Assistant Vice President, any Treasurer, any
Assistant Treasurer, any Secretary or Assistant Secretary.

            The Assignments of Mortgage and assignment of Assignment of Leases
referred to in clauses (d), (e) and (f) may be in the form of a single
instrument assigning the Mortgage and the Assignment of Leases to the extent
permitted by applicable law. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the
mortgages) and assignments of UCC financing statements, the Seller shall
execute, in accordance with the third succeeding paragraph, the assignments of
mortgages, the assignments of leases (to the extent separate from the mortgages)
and assignments of UCC financing statements relating to the Mortgage Loans
naming the Trustee on behalf of the Certificateholders as assignee.
Notwithstanding the fact that such assignments of mortgages, assignments of
leases (to the extent separate from the assignments of mortgages) and the
assignments of UCC financing statements shall name the Trustee on behalf of the
Certificateholders as the assignee, the parties hereto acknowledge and agree
that the Mortgage Loans shall for all purposes be deemed to have been
transferred from the Seller to the Purchaser and from the Purchaser to the
Trustee on behalf of the Certificateholders.

            If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90 day period, but the Seller delivers a
true and correct copy thereof, to the Trustee as required by such clause, the
Seller shall then deliver within 180 days after the Closing Date such recorded
document (or within such longer period after the Closing Date as the Trustee may
consent to which consent shall not be withheld so long as the Seller is, as
certified in writing to the Trustee no less than monthly, in good faith
attempting to obtain from the appropriate county recorders office such original
or photocopy).

            The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due on the Mortgage Loan after
the Cut-Off Date, all other payments of principal collected after the Cut-Off
Date (other than scheduled payments of principal due on or before the Cut-Off
Date), and all payments of interest on the Mortgage Loans allocable to the
period commencing on the Cut-Off Date. All scheduled payments of principal and
interest due on or before the Cut-Off Date and collected after the Cut-Off Date
shall belong to the Seller.

            Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above. Within 45 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i)(B) above. If any such document or
instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, the Seller shall prepare a substitute therefor or
cure such defect, and the Seller shall, at its own expense (except in the case
of a document or instrument that is lost by the Trustee), record or file, as the
case may be, and deliver such document or instrument in accordance with this
Section 2.

            As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
General Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the General Master Servicer or the applicable Primary
Servicer, the Seller will draw on such letter of credit as directed by the
General Master Servicer or such Primary Servicer in such notice to the extent
the Seller has the right to do so.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans and that
are not required to be delivered to the Trustee and are reasonably necessary for
the ongoing administration and/or servicing of the applicable Mortgage Loan or
Companion Loan (the "Servicing File") shall be delivered by the Seller to the
Master Servicer or the applicable Primary Servicer or Sub-Servicer, on its
behalf, on or prior to the 75th day after the Closing Date.

            The Servicing File shall consist of, to the extent required to be
(and actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Borrower/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any attorney-client privileged
communications, internal correspondence or credit analysis. Each of the
foregoing items shall be delivered in electronic form, to the extent such
document is available in such form and such form is reasonably acceptable to the
Master Servicer. All of the foregoing items shall be delivered no later than 45
days following the Closing Date.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein. The Seller's and Purchaser's records shall
reflect the transfer of each Mortgage Loan from the Seller to the Purchaser and
its assigns as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property is held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto described as belonging to the
            Purchaser in the first paragraph of this Section 2, all substitute
            or replacement Mortgage Loans and all distributions with respect
            thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

            Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

            Section 3. Examination of Mortgage Files and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

            On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, each Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller upon reasonable
prior advance notice during normal business hours and shall not be conducted in
a manner that is disruptive to the Seller's normal business operations. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, each Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer or Primary Servicer, if
applicable, with any additional information identified by the Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.

            The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

            The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

            Section 4. Representations and Warranties of the Seller and the
Purchaser.

            (a) To induce the Purchaser to enter into this Agreement, the Seller
hereby makes for the benefit of the Purchaser and its assigns with respect to
each Mortgage Loan as of the date hereof (or as of such other date specifically
set forth in the particular representation and warranty) each of the
representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:

            (i) The Seller is duly organized and is validly existing as a mutual
      corporation organized and in good standing under the laws of Ohio. The
      Seller has the requisite power and authority and legal right to own the
      Mortgage Loans and to transfer and convey the Mortgage Loans to the
      Purchaser and has the requisite power and authority to execute and
      deliver, engage in the transactions contemplated by, and perform and
      observe the terms and conditions of, this Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, and assuming the due authorization, execution
      and delivery hereof by the Purchaser, this Agreement constitutes the
      valid, legal and binding agreement of the Seller, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      (A) laws relating to bankruptcy, insolvency, reorganization, receivership
      or moratorium, (B) other laws relating to or affecting the rights of
      creditors generally, (C) general equity principles (regardless of whether
      such enforcement is considered in a proceeding in equity or at law) or (D)
      public policy considerations underlying the securities laws, to the extent
      that such public policy considerations limit the enforceability of the
      provisions of this Agreement that purport to provide indemnification from
      liabilities under applicable securities laws.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Seller with this Agreement, or the
      consummation by the Seller of any transaction contemplated hereby, other
      than (1) such qualifications as may be required under state securities or
      blue sky laws, (2) the filing or recording of financing statements,
      instruments of assignment and other similar documents necessary in
      connection with the Seller's sale of the Mortgage Loans to the Purchaser,
      (3) such consents, approvals, authorizations, qualifications,
      registrations, filings or notices as have been obtained and (4) where the
      lack of such consent, approval, authorization, qualification,
      registration, filing or notice would not have a material adverse effect on
      the performance by the Seller under this Agreement.

            (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
      nor the execution, delivery or performance of this Agreement by the
      Seller, conflicts or will conflict with, results or will result in a
      breach of, or constitutes or will constitute a default under (A) any term
      or provision of the Seller's articles of organization or by-laws, (B) any
      term or provision of any material agreement, contract, instrument or
      indenture to which the Seller is a party or by which it or any of its
      assets is bound or results in the creation or imposition of any lien,
      charge or encumbrance upon any of its property pursuant to the terms of
      any such indenture, mortgage, contract or other instrument, other than
      pursuant to this Agreement, or (C) after giving effect to the consents or
      taking of the actions contemplated in subsection (iii), any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) There are no actions or proceedings against, or investigations
      of, the Seller pending or, to the Seller's knowledge, threatened in
      writing against the Seller before any court, administrative agency or
      other tribunal, the outcome of which could reasonably be expected to
      materially and adversely affect the transfer of the Mortgage Loans to the
      Purchaser or the execution or delivery by, or enforceability against, the
      Seller of this Agreement or have an effect on the financial condition of
      the Seller that would materially and adversely affect the ability of the
      Seller to perform its obligations under this Agreement.

            (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
      this Agreement will effect a transfer by the Seller of all of its right,
      title and interest in and to the Mortgage Loans to the Purchaser (assuming
      the Purchaser has the capacity to acquire such Mortgage Loans).

            (vii) To the Seller's knowledge, the Seller's Information (as
      defined in that certain indemnification agreement, dated December 5, 2002,
      between the Seller, the Purchaser, the Underwriters and the Initial
      Purchaser (the "Indemnification Agreement")) relating to the Mortgage
      Loans does not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements therein, in the
      light of the circumstances under which they were made, not misleading.
      Notwithstanding anything contained herein to the contrary, this
      subparagraph (vii) shall run exclusively to the benefit of the Purchaser
      and no other party.

            To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date
(or as of such other date specifically set forth in the particular
representation and warranty).

            Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

            (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:

            (i) The Purchaser is a corporation duly organized, validly existing,
      and in good standing under the laws of the State of Delaware with full
      power and authority to carry on its business as presently conducted by it.

            (ii) The Purchaser has full power and authority to acquire the
      Mortgage Loans, to execute and deliver this Agreement and to enter into
      and consummate all transactions contemplated by this Agreement. The
      Purchaser has duly and validly authorized the execution, delivery and
      performance of this Agreement and has duly and validly executed and
      delivered this Agreement. This Agreement, assuming due authorization,
      execution and delivery by the Seller, constitutes the valid and binding
      obligation of the Purchaser, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium and other similar laws affecting
      the enforcement of creditors' rights generally and by general principles
      of equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Purchaser with this Agreement, or the
      consummation by the Purchaser of any transaction contemplated hereby that
      has not been obtained or made by the Purchaser.

            (iv) Neither the purchase of the Mortgage Loans nor the execution,
      delivery and performance of this Agreement by the Purchaser will violate
      the Purchaser's certificate of incorporation or by-laws or constitute a
      default (or an event that, with notice or lapse of time or both, would
      constitute a default) under, or result in a breach of, any material
      agreement, contract, instrument or indenture to which the Purchaser is a
      party or that may be applicable to the Purchaser or its assets.

            (v) The Purchaser's execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not
      constitute a violation of, any law, rule, writ, injunction, order or
      decree of any court, or order or regulation of any federal, state or
      municipal government agency having jurisdiction over the Purchaser or its
      assets, which violation could materially and adversely affect the
      condition (financial or otherwise) or the operation of the Purchaser or
      its assets or could materially and adversely affect its ability to perform
      its obligations and duties hereunder.

            (vi) There are no actions or proceedings against, or investigations
      of, the Purchaser pending or, to the Purchaser's knowledge, threatened
      against the Purchaser before any court, administrative agency or other
      tribunal, the outcome of which could reasonably be expected to adversely
      affect the transfer of the Mortgage Loans, the issuance of the
      Certificates, the execution, delivery or enforceability of this Agreement
      or have an effect on the financial condition of the Purchaser that would
      materially and adversely affect the ability of the Purchaser to perform
      its obligation under this Agreement.

            (vii) The Purchaser has not dealt with any broker, investment
      banker, agent or other person, other than the Seller, the Underwriters,
      the Initial Purchaser and their respective affiliates, that may be
      entitled to any commission or compensation in connection with the sale of
      the Mortgage Loans or consummation of any of the transactions contemplated
      hereby.

            To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

            Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

            Section 5. Remedies Upon Breach of Representations and Warranties
Made by the Seller.

            (a) It is hereby acknowledged that the Purchaser shall assign its
rights under this Section 5 to Trustee on behalf of the holders of the
Certificates.

            (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (and including the expiration of any grace or cure periods) , not
properly executed or is defective on its face, if there is a breach of any of
the representations and warranties required to be made by the Seller regarding
the characteristics of the Mortgage Loans and/or the related Mortgaged
Properties as set forth in Exhibit 2 hereto and in either case such defect or
breach, either (i) materially and adversely affects the interests of the holders
of the Certificates in the related Mortgage Loan, or (ii) both (A) materially
and adversely affects the value of the Mortgage Loan and (B) the Mortgage Loan
is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage Loan (such a
document defect described in the preceding clause (i) or (ii), a "Material
Document Defect" and such a breach described in the preceding clause (i) or (ii)
a "Material Breach"), the party discovering such Material Document Defect or
Material Breach shall promptly notify the other parties in writing. Promptly
(but in any event within three Business Days) upon becoming aware of any such
Material Document Defect or Material Breach, the Master Servicer shall, and the
Special Servicer may, request that the Seller, not later than 90 days from the
Seller's receipt of the notice of such Material Document Defect or Material
Breach, cure such Material Document Defect or Material Breach, as the case may
be, in all material respects; provided, however, that if such Material Document
Defect or Material Breach, as the case may be, cannot be corrected or cured in
all material respects within such 90-day period, and such Material Document
Defect or Material Breach would not cause the Mortgage Loan to be other than a
"qualified mortgage" (as defined in the Code) but the Seller is diligently
attempting to effect such correction or cure, as certified by the Seller in an
Officer's Certificate delivered to the Trustee, then the cure period will be
extended for an additional 90 days unless, solely in the case of a Material
Document Defect, (x) the Mortgage Loan is, at the end of the initial 90 day
period, a Specially Serviced Mortgage Loan and a Servicing Transfer Event has
occurred as a result of a monetary default or as described in clause (ii) or
clause (v) of the definition of "Servicing Transfer Event" in the Pooling and
Servicing Agreement and (y) the Material Document Defect was identified in a
certification delivered to the Seller by the Trustee pursuant to Section 2.2 of
the Pooling and Servicing Agreement not less than 90 days prior to the delivery
of the notice of such Material Document Defect. The parties acknowledge that
neither delivery of a certification or schedule of exceptions to the Seller
pursuant to Section 2.2 of the Pooling and Servicing Agreement or otherwise nor
possession of such certification or schedule by the Seller shall, in and of
itself, constitute delivery of notice of any Material Document Defect or
knowledge or awareness by the Seller of any Material Document Defect listed
therein. It is understood and agreed that the 90-day limit will not be violated
as a result of recording office or UCC filing office delays, other than with
respect to a Material Document Defect or Material Breach that would cause the
Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code).
In addition, following the date on which such document is required to be
delivered pursuant to Section 2, upon the occurrence (and after any applicable
cure or grace period) any of the following document defects shall be
conclusively presumed to materially and adversely to affect the interests of
holders of the Certificates in the related Mortgage Loan and be a Material
Document Defect: (a) the absence from the Mortgage File of the original signed
Mortgage Note, unless the Mortgage File contains a signed lost note affidavit
and indemnity and a copy of the Mortgage Note; (b) the absence from the Mortgage
File of the original signed Mortgage, unless there is included in the Mortgage
File a true and correct copy of the Mortgage together with an Officer's
Certificate or certification as required by Section 2(b); or (c) the absence
from the Mortgage File of the original Title Insurance Policy, an original
binder, pro forma policy or an actual title commitment or a copy thereof
certified by the title company. If any of the foregoing Material Document
Defects are discovered by any party to the Pooling and Servicing Agreement, the
Trustee (or as set forth in the Pooling and Servicing Agreement, the Master
Servicer) will, among other things, give notice to the Rating Agencies and the
parties to the Pooling and Servicing Agreement and make demand upon the Seller
for the cure of the document defect or repurchase or replacement of the related
Mortgage Loan.

            The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
respects within the above cure periods, the Seller shall, on or before the
termination of such cure periods, either (i) repurchase the related Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date at its option replace any
Mortgage Loan or REO Mortgage Loan to which such defect relates with a
Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
repurchase or substitution must occur within 90 days from the earlier of the
date the Seller discovered or was notified of the defect or breach. The Seller
agrees that any such substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

            If (i) a Mortgage Loan is to be repurchased or replaced in
connection with a Material Document Defect or Material Breach as contemplated
above, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with
one or more other Mortgage Loans in the Trust and (iii) the applicable document
defect or breach does not constitute a Material Document Defect or Material
Breach, as the case may be, as to such other Mortgage Loans (without regard to
this paragraph), then the applicable document defect or breach (as the case may
be) shall be deemed to constitute a Material Document Defect or Material Breach,
as the case may be, as to each such other Mortgage Loan for purposes of the
above provisions, and the Seller shall be obligated to repurchase or replace
each such other Mortgage Loan in accordance with the provisions above, unless,
in the case of such breach or document defect, both of the following conditions
would be satisfied if the Seller were to repurchase or replace only those
Mortgage Loans as to which a Material Breach had occurred without regard to this
paragraph (the "Affected Loan(s)"): (1) the debt service coverage ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) for the four calendar
quarters immediately preceding the repurchase or replacement (determined as
provided in the definition of Debt Service Coverage Ratio in the Pooling and
Servicing Agreement, except that net cash flow for such four calendar quarters,
rather than year-end, shall be used) is not less than 0.10x below the lesser of
(x) the debt service coverage ratio for all such Mortgage Loans (including the
Affected Loans(s)) set forth under the heading "NCF DSCR" in Appendix II to the
Final Prospectus Supplement and (y) the debt service coverage ratio for all such
other Mortgage Loans that are cross-collateralized and cross-defaulted with one
another (including the Affected Loan(s)) for the four preceding calendar
quarters preceding the repurchase or replacement (determined as provided in the
definition of Debt Service Coverage Ratio in the Pooling and Servicing
Agreement, except that net cash flow for such four calendar quarters, rather
than year-end, shall be used), and (2) the loan-to-value ratio for all such
other Mortgage Loans (excluding the Affected Loan(s)) is not greater than 10%
more than the greater of (x) the loan-to-value ratio for all such Mortgage Loans
(including the Affected Loan(s)) set forth under the heading "Cut-Off Date LTV"
in Appendix II to the Final Prospectus Supplement and (y) the loan-to-value
ratio for all such Mortgage Loans that are cross-collateralized and
cross-defaulted with one another (including the Affected Loans(s)). The
determination of the Master Servicer as to whether either of the conditions set
forth above has been satisfied shall be conclusive and binding in the absence of
manifest error. The Master Servicer will be entitled to, or direct the Seller
to, cause to be delivered to the Master Servicer at the Seller's expense (i) an
Appraisal of any or all of the related Mortgaged Properties for purposes of
determining whether the condition set forth in clause (2) above has been
satisfied, in each case at the expense of the Seller if the scope and cost of
the Appraisal is approved by the Seller (such approval not to be unreasonably
withheld) and (ii) an Opinion of Counsel that not requiring the repurchase of
each such Crossed Mortgage Loan will not result in an Adverse REMIC Event.

            With respect to any Mortgage Loan that is cross-defaulted and/or
cross-collateralized with any other Mortgage Loan conveyed hereunder, to the
extent that the Seller is required to repurchase or substitute for such Mortgage
Loan (each, a "Repurchased Loan") in the manner prescribed above while the
Trustee (as assignee of the Purchaser) continues to hold any other Mortgage Loan
that is cross-collateralized and/or cross-defaulted (each, a
"Cross-Collateralized Loan") with such Repurchased Mortgage Loan, the Seller and
the Purchaser hereby agree to forbear from enforcing any remedies against the
other's Primary Collateral but may exercise remedies against the Primary
Collateral securing their respective Mortgage Loans, including with respect to
the Trustee, the Primary Collateral securing the Mortgage Loans still held by
the Trustee, so long as such exercise does not impair the ability of the other
party to exercise its remedies against its Primary Collateral. If the exercise
of remedies by one party would impair the ability of the other party to exercise
its remedies with respect to the Primary Collateral securing the Mortgage Loan
or Mortgage Loans held by such party, then both parties shall forbear from
exercising such remedies until the loan documents evidencing and securing the
relevant Mortgage Loans can be modified in a manner that complies with the
Pooling and Servicing Agreement to remove the threat of impairment as a result
of the exercise of remedies. Any reserve or other cash collateral or letters of
credit securing the Cross-Collateralized Loans shall be allocated between such
Mortgage Loans in accordance with the Mortgage Loan documents, or otherwise on a
pro rata basis based upon their outstanding Principal Balances. All other terms
of the Mortgage Loans shall remain in full force and effect, without any
modification thereof. The Mortgagors set forth on Schedule B hereto are intended
third-party beneficiaries of the provisions set forth in this paragraph and the
preceding paragraph. The provisions of this paragraph and the preceding
paragraph may not be modified with respect to any Mortgage Loan without the
related Mortgagor's consent.

            The Seller shall be notified promptly and in writing by (i) the
Trustee of any notice that it receives that an Option Holder intends to exercise
its Option to purchase the Mortgage Loan in accordance with and as described in
Section 9.36 of the Pooling and Servicing Agreement and (ii) the Special
Servicer of any offer that it receives to purchase the applicable REO Property,
each in connection with such liquidation. Upon the receipt of such notice by the
Seller, the Seller shall then have the right, subject to any repurchase
obligations under Section 2.3 of the Pooling and Servicing Agreement with
respect to such Mortgage Loan, to repurchase the related Mortgage Loan or REO
Property, as applicable, from the Trust at a purchase price equal to, in the
case of clause (i) of the immediately preceding sentence, the Option Purchase
Price or, in the case of clause (ii) of the immediately preceding sentence, the
amount of such offer. Notwithstanding anything to the contrary contained in this
Agreement or in the Pooling and Servicing Agreement, the right of any Option
Holder to purchase such Mortgage Loan shall be subject and subordinate to the
Seller's right to purchase such Mortgage Loan as described in the immediately
preceding sentence. The Seller shall have five (5) Business Days from the date
of its receipt of a notice described in the first sentence of this paragraph
with respect to the purchase of such Mortgage Loan or REO Property to notify the
Trustee or Special Servicer, as applicable, of its intent to so purchase the
Mortgage Loan or related REO Property from the date that it was notified of such
intention to exercise such Option or of such offer. The Special Servicer shall
be obligated to provide the Seller with any appraisal or other third party
reports relating to the Mortgaged Property within its possession to enable the
Seller to evaluate the Mortgage Loan or REO Property. Any sale of the Mortgage
Loan, or foreclosure upon such Mortgage Loan and sale of the REO Property, to a
Person other than the Seller shall be without (i) recourse of any kind (either
expressed or implied) by such Person against the Seller and (ii) representation
or warranty of any kind (either expressed or implied) by the Seller to or for
the benefit of such person.

            The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim against
the Seller for repurchase of the REO Mortgage Loan or REO Property. In such an
event, the Master Servicer, or Special Servicer, as applicable, shall be
required to notify the Seller of the discovery of the Material Document Defect
or Material Breach and the Seller shall be required to follow the procedures set
forth in this Agreement to correct or cure such Material Document Defect or
Material Breach or purchase the REO Property at the Purchase Price. If the
Seller fails to correct or cure the Material Document Defect or Material Breach
or purchase the REO Property, then the provisions above regarding notice of
offers related to such REO Property and the Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the Seller is or was obligated to repurchase the related Mortgage Loan or
REO Mortgage Loan or the Seller otherwise accepts liability, then, after the
expiration of any applicable appeal period, but in no event later than the
termination of the Trust pursuant to Section 9.30 of the Pooling and Servicing
Agreement, the Seller will be obligated to pay to the Trust the difference
between any Liquidation Proceeds received upon such liquidation (including those
arising from any sale to the Seller) and the Purchase Price; provided that the
prevailing party in such action shall be entitled to recover all costs, fees and
expenses (including reasonable attorneys fees) related thereto.

            In connection with any liquidation or sale of a Mortgage Loan or REO
Property as described above, the Special Servicer will not receive a Liquidation
Fee in connection with such liquidation or sale or any portion of the Work-Out
Fee that accrues after the Seller receives notice of a Material Document Defect
or Material Breach until a final determination has been made, as set forth in
the prior paragraph, as to whether the Seller is or was obligated to repurchase
such related Mortgage Loan or REO Property. Upon such determination, the Special
Servicer will be entitled: (i) with respect to a determination that the Seller
is or was obligated to repurchase, to collect a Liquidation Fee, if due in
accordance with the definition thereof, based upon the full Purchase Price of
the related Mortgage Loan or REO property, including all related expenses up to
the date the remainder of such Purchase Price is actually paid, with such
Liquidation Fee, payable by the Seller or (ii) with respect to a determination
that Seller is not or was not obligated to repurchase (or the Trust decides that
it will no longer pursue a claim against the Seller for repurchase), (A) to
collect a Liquidation Fee based upon the Liquidation Proceeds as received upon
the actual sale or liquidation of such Mortgage Loan or REO Property, and (B) to
collect any accrued and unpaid Work-Out Fee, based on amounts that were
collected for as long as the related Mortgage Loan was a Rehabilitated Mortgage
Loan, in each case with such amount to be paid from amounts in the Certificate
Account.

            The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

            Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 43 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment of reasonable costs and expenses associated with the defeasance or
assumption of a Mortgage Loan by the Mortgagor or a breach of the representation
and warranty set forth in paragraph 25 of Exhibit 2 attached hereto because the
underlying loan documents do not provide for the payment by the Mortgagor of the
costs of a tax opinion associated with the full or partial release or
substitution of collateral for a Mortgage Loan, the Seller hereby covenants and
agrees to pay such reasonable costs and expenses, to the extent an amount is due
and not paid by the related Mortgagor. The parties hereto acknowledge that the
payment of such reasonable costs and expenses shall be the Seller's sole
obligation with respect to the breaches discussed in the previous sentence. The
Seller shall have no obligation to pay for any of the foregoing costs if the
applicable Mortgagor has an obligation to pay for such costs.

            The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the applicable Special Servicer, as
applicable, in connection with modifying a Mortgage Loan pursuant to Section 2.3
of the Pooling and Servicing Agreement in order for such Mortgage Loan to be a
"qualified substitute mortgage loan" within the meaning of the Treasury
Regulations promulgated under the Code. Upon a breach of the representation and
warranty set forth in paragraph 41 of Exhibit 2 attached hereto, if such
Mortgage Loan is modified so that it becomes a "qualified substitute mortgage
loan", such breach will be cured and the Seller will not be obligated to
repurchase or otherwise remedy such breach.

            (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the Master Servicer or the Special Servicer on its behalf) shall
give written notice within three Business Days to the Seller of its discovery of
any Material Document Defect or Material Breach and prompt written notice to the
Seller in the event that any Mortgage Loan becomes a Specially Serviced Mortgage
Loan (as defined in the Pooling and Servicing Agreement).

            (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan
(including, without limitation, all documents delivered by Seller pursuant to
Section 2 of this Agreement), and each document that constitutes a part of the
Mortgage File that was endorsed or assigned to the Trustee shall be endorsed and
assigned to the Seller in the same manner such that the Seller shall be vested
with legal and beneficial title to such Mortgage Loan, in each case without
recourse, representation, or warranty, including any property acquired in
respect of such Mortgage Loan or proceeds of any insurance policies with respect
thereto.

            Section 6. Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Cadwalader, Wickersham & Taft, 100 Maiden Lane,
New York, NY 10038 at 9:00 a.m., New York time, on the Closing Date.

            The closing shall be subject to each of the following conditions:

            (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date (or as of such other
date specifically set forth in the particular representation and warranty) (to
the extent of the standard, if any, set forth in each representation and
warranty).

            (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

            (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

            (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Seller's Information (as
defined in the Indemnification Agreement) to be disclosed in the Memorandum and
the Prospectus Supplement.

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.

            (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

            (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement.

            (i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

            Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

            Section 7. Closing Documents. The Closing Documents shall consist of
the following:

            (a) This Agreement duly executed by the Purchaser and the Seller.

            (b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

            (c) True, complete and correct copies of the Seller's articles of
organization and by-laws.

            (d) A certificate of good standing for the Seller from the Secretary
of State of Ohio dated not earlier than 30 days prior to the Closing Date.

            (e) A certificate of the Secretary or Assistant Secretary of the
Seller, dated the Closing Date, and upon which the Purchaser may rely, to the
effect that each individual who, as an officer or representative of the Seller,
signed this Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures.

            (f) An opinion of counsel (which, other than as to the opinion
described in paragraph (vi) below, may be in-house counsel) to the Seller, dated
the Closing Date, substantially to the effect of the following (with such
changes and modifications as the Purchaser may approve and subject to such
counsel's reasonable qualifications):

            (i) The Seller is validly existing under Ohio law and has full
      corporate power and authority to enter into and perform its obligations
      under this Agreement.

            (ii) This Agreement has been duly authorized, executed and delivered
      by the Seller.

            (iii) No consent, approval, authorization or order of any federal
      court or governmental agency or body is required for the consummation by
      the Seller of the transactions contemplated by the terms of this Agreement
      except any approvals as have been obtained.

            (iv) Neither the execution, delivery or performance of this
      Agreement by the Seller, nor the consummation by the Seller of any of the
      transactions contemplated by the terms of this Agreement (A) conflicts
      with or results in a breach or violation of, or constitute a default
      under, the organizational documents of the Seller, (B) to the knowledge of
      such counsel, constitutes a default under any term or provision of any
      material agreement, contract, instrument or indenture, to which the Seller
      is a party or by which it or any of its assets is bound or result in the
      creation or imposition of any lien, charge or encumbrance upon any of its
      property pursuant to the terms of any such indenture, mortgage, contract
      or other instrument, other than pursuant to this Agreement, or (C)
      conflicts with or results in a breach or violation of any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) To his or her knowledge, there are no legal or governmental
      actions, investigations or proceedings pending to which the Seller is a
      party, or threatened against the Seller, (a) asserting the invalidity of
      this Agreement or (b) which materially and adversely affect the
      performance by the Seller of its obligations under, or the validity or
      enforceability of, this Agreement.

            (vi) This Agreement is a valid, legal and binding agreement of the
      Seller, enforceable against the Seller in accordance with its terms,
      except as such enforcement may be limited by (1) laws relating to
      bankruptcy, insolvency, reorganization, receivership or moratorium, (2)
      other laws relating to or affecting the rights of creditors generally, (3)
      general equity principles (regardless of whether such enforcement is
      considered in a proceeding in equity or at law) or (4) public policy
      considerations underlying the securities laws, to the extent that such
      public policy considerations limit the enforceability of the provisions of
      this Agreement that purport to provide indemnification from liabilities
      under applicable securities laws.

            Such opinion may express its reliance as to factual matters on,
among other things specified in such opinion, the representations and warranties
made by, and on certificates or other documents furnished by officers of, the
parties to this Agreement.

            In rendering the opinions expressed above, such counsel may limit
such opinions to matters governed by the federal laws of the United States and
the corporate laws of the State of New York, as applicable.

            (g) Such other opinions of counsel as any Rating Agency may request
in connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or the Seller's execution and delivery of, or performance under, this Agreement.

            (h) A letter from Deloitte & Touche, certified public accountants,
dated the date hereof, to the effect that they have performed certain specified
procedures as a result of which they determined that certain information of an
accounting, financial or statistical nature set forth in the Memorandum and the
Prospectus Supplement agrees with the records of the Seller.

            (i) Such further certificates, opinions and documents as the
Purchaser may reasonably request.

            (j) An officer's certificate of the Purchaser, dated as of the
Closing Date, with the resolutions of the Purchaser authorizing the transactions
described herein attached thereto, together with certified copies of the
charter, by-laws and certificate of good standing of the Purchaser dated not
earlier than 30 days prior to the Closing Date.

            (k) Such other certificates of the Purchaser's officers or others
and such other documents to evidence fulfillment of the conditions set forth in
this Agreement as the Seller or its counsel may reasonably request.

            (l) An executed Bill of Sale in the form attached hereto as Exhibit
4.

            Section 8. Costs. The Seller shall pay the Purchaser the costs and
expenses as agreed upon by the Seller and the Purchaser in a separate Letter of
Understanding dated December 1, 2002.

            Section 9. Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Dean
Witter Capital I Inc., 1585 Broadway, New York, New York 10036, Attention:
Cecilia Tarrant, with a copy to Michelle Wilke (or such other address as may
hereafter be furnished in writing by the Purchaser), or (ii) if to the Seller,
addressed to the Seller at The Union Central Life Insurance Company, c/o Summit
Investment Partners, Inc., 312 Elm Street, Suite 1212, Cincinnati, Ohio 45202,
Attention: D. Stephen Cole.

            Section 10. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

            Section 11. Further Assurances. The Seller and the Purchaser each
agree to execute and deliver such instruments and take such actions as the other
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement and the Pooling and Servicing
Agreement.

            Section 12. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.

            SECTION 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

            Section 14. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to effect the purposes
of the Pooling and Servicing Agreement and, upon such assignment, the Trustee
shall succeed to the rights and obligations hereunder of the Purchaser. No owner
of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.

            Section 15. Miscellaneous. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
rights and obligations of the Seller under this Agreement shall not be assigned
by the Seller without the prior written consent of the Purchaser, except that
any person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller is a party, or any person succeeding to the entire business of the Seller
shall be the successor to the Seller hereunder.

            Section 16. Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.

<PAGE>

            IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.

                                       THE UNION CENTRAL LIFE INSURANCE
                                       COMPANY

                                       By: ___________________________________
                                           Name:
                                           Title:


                                       MORGAN STANLEY DEAN WITTER CAPITAL I INC.

                                       By: ___________________________________
                                           Name:
                                           Title:

<PAGE>

                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE


<TABLE>
<CAPTION>


LOAN      MORTGAGE LOAN  LOAN      PROPERTY                                                             ZIP   PROPERTY    PROPERTY
POOL NO.  SELLER         NUMBER    NAME                                 CITY               STATE       CODE   TYPE        SUB-TYPE
------------------------------------------------------------------------------------------------------------------------------------
<C>     <C>            <C>       <S>                                 <C>                 <C>    <C>   <C>         <C>
47       Union Central  235534     Southern Square Shopping Center     Sioux City           IA   51106  Retail      Anchored
59       Union Central  201165     Fashion Pointe Offices              South Ogden          UT   84403  Office      Suburban
63       Union Central  202128     Homewood Plaza                      Homewood             AL   35209  Office      Urban
64       Union Central  202130     Doctors Park Medical Center         Bend                 OR   97701  Office      Medical
68       Union Central  202137     Saticoy Industrial Center           North Hollywood      CA   91605  Industrial  Flex Industrial
69       Union Central  202138     Coldwater Industrial Center         North Hollywood      CA   91605  Industrial  Flex Industrial
71       Union Central  202102     Assured Self Storage                Altamonte Spring     FL   32714  Industrial  Warehouse
72       Union Central  235590     San Juan North Shopping Center      Farmington           NM   87401  Retail      Anchored
73       Union Central  200120     Oak Tree Plaza/Tustin Retail Center Tustin               CA   92780  Retail      Unanchored
75       Union Central  201161     South Bay Business Park             Chula Vista          CA   91911  Industrial  Flex Industrial
76       Union Central  990124     Courtyard at Jamestown I            Provo                UT   84604  Retail      Unanchored
77       Union Central  990150     Courtyard At Jamestown II           Provo                UT   84604  Retail      Unanchored
78       Union Central  201108     Park South Apartments               Lubbock              TX   79414  Multifamily Garden
79       Union Central  201151     West McDowell Walgreens             Phoenix              AZ   85035  Retail      Free Standing
80       Union Central  200137     Anaheim Hills Village Center        Anaheim              CA   92807  Retail      Unanchored
81       Union Central  980188     Ocean View Apartments & Meadow Pond Hampton              NH   03842  Multifamily Garden
82       Union Central  980189     Concord Park North Apartments       Concord              NH   03303  Multifamily Garden
83       Union Central  980190     Franklin Court Apartments           North Adams          MA   01247  Multifamily Garden
88       Union Central  201110     El Mercado Plaza                    Santa Barbara        CA   93110  Office      Suburban
89       Union Central  202123     7100 Pines Plaza                    Pembroke Pines       FL   33024  Retail      Unanchored
90       Union Central  200108     Plaza del Oro                       Santa Barbara        CA   93105  Office      Suburban
93       Union Central  970206     Allegiance Center II                Albuquerque          NM   87109  Office      Suburban
95       Union Central  990212     Catalina Staples                    Yuma                 AZ   85364  Retail      Anchored
96       Union Central  990155A    129 West Hibiscus Boulevard         Melbourne            FL   32901  Office      Suburban
97       Union Central  990155B    13 East Melbourne Avenue            Melbourne            FL   32901  Office      Suburban
98       Union Central  990155C    Babcock Square                      Melbourne            FL   32901  Office      Suburban
99       Union Central  960127     Barnes & Noble Superstore           Anchorage            AK   99503  Retail      Free Standing
100      Union Central  980149     Oak Park Plaza                      Oak Park             MI   48237  Retail      Anchored
101      Union Central  202114     Orlando Eckerd                      Orlando              FL   32825  Retail      Free Standing
102      Union Central  980220     Centre Plaza                        Clinton              TN   37716  Retail      Anchored
104      Union Central  990174     Mesa Verde Office Park              Ventura              CA   93003  Office      Urban
105      Union Central  202142     Town Center Lakeside                Sugar Land           TX   77479  Retail      Unanchored
109      Union Central  980236     Ortega's On The Plaza               Santa Fe             NM   87501  Retail      Unanchored
110      Union Central  970224     3720-3768 Hawkins Industrial        Albuquerque          NM   87199  Industrial  Warehouse
113      Union Central  980239     Loggerhead Plaza                    Juno Beach           FL   33408  Retail      Unanchored
114      Union Central  980159     Wilshire Tower                      Los Angeles          CA   90036  Office      Urban
116      Union Central  990133A    Cooper Apartments                   Ames                 IA   50010  Multifamily Garden
117      Union Central  990133B    819 Lincoln Way                     Ames                 IA   50010  Mixed Use   Mixed Use
118      Union Central  990218     Glades Tower II                     Boca Raton           FL   33431  Office      Medical
119      Union Central  201130     7240 Building (Bldg E)              Edina                MN   55439  Office      Suburban
120      Union Central  201131     Minnehaven Square                   Minnetonka           MN   55345  Retail      Unanchored
121      Union Central  940101     Silvercreek Apartments              Austin               TX   78704  Multifamily Garden
122      Union Central  970223     3800-3888 Hawkins Industrial        Albuquerque          NM   87199  Industrial  Warehouse
124      Union Central  200136     Monk Properties                     Chanhassen           MN   55317  Industrial  Warehouse
126      Union Central  235585     Jefferson West Apartments           Boise                ID   83702  Multifamily Garden
127      Union Central  235589     Willow Apartments                   Boise                ID   83706  Multifamily Garden
128      Union Central  201163A    225 North Cotner Boulevard          Lincoln              NE   68505  Office      Suburban
129      Union Central  201163B    3910 South Street                   Lincoln              NE   68506  Office      Suburban
131      Union Central  202115     Wilsonville Industrial              Wilsonville          OR   97070  Industrial  Flex Industrial
132      Union Central  201154     Vermont Hills Shopping Center       Portland             OR   97219  Retail      Unanchored
134      Union Central  200125     Cummins Intermountain               North Las Vegas      NV   89030  Industrial  Warehouse
136      Union Central  200117     Ponderosa Shopping Center           Idaho Falls          ID   83404  Retail      Unanchored
137      Union Central  990101     Health Alliance of Greater CincinnatKenwood              OH   45236  Office      Medical
138      Union Central  980223     Richmond Kroger Supermarket         Richmond             IN   47374  Retail      Free Standing
139      Union Central  980108     Butterfield Plaza                   El Paso              TX   79906  Industrial  Warehouse
140      Union Central  201126     136 East Retail                     Draper               UT   84020  Retail      Free Standing
141      Union Central  990139     Spain Apartments                    Albuquerque          NM   87111  Multifamily Garden
142      Union Central  980206     Baseline Industrial Center          Tempe                AZ   85283  Industrial  Warehouse
143      Union Central  235529     Village Square Plaza                Waverly              IA   50677  Retail      Anchored
144      Union Central  990105     Regal Center                        Spokane              WA   99223  Retail      Unanchored
145      Union Central  201143     19th Avenue Medical Center          Phoenix              AZ   85015  Office      Medical
146      Union Central  990149     Pearl Street Retail                 Boulder              CO   80231  Retail      Unanchored
148      Union Central  970216     Sohner Medical Plaza                Larkspur             CA   94939  Office      Medical
149      Union Central  200128     Highland Avenue Office              Birmingham           AL   35205  Office      Suburban
150      Union Central  980106A    Pier 1 Imports                      Albuquerque          NM   87114  Retail      Free Standing
151      Union Central  980106B    Outback Steakhouse                  Albuquerque          NM   87114  Retail      Free Standing
152      Union Central  950150     Office Max                          Greensburg           PA   15601  Retail      Free Standing
153      Union Central  201173     San Gabriel Medical Plaza           Albuquerque          NM   87111  Office      Medical
154      Union Central  990166     Island Lake Business Center         Longwood             FL   32750  Office      Suburban
155      Union Central  970220     1530 Goodyear Industrial            El Paso              TX   79961  Industrial  Light Industrial
156      Union Central  970225     3715 Hawkins Industrial             Albuquerque          NM   87109  Industrial  Warehouse
157      Union Central  980160     78th Street Marketplace             Vancouver            WA   98665  Retail      Anchored
158      Union Central  980237     Chanhassen Business Center          Chanhassen           MN   55317  Industrial  Light Industrial
159      Union Central  235547     Plaza 130                           Parma                OH   44130  Mixed Use   Mixed Use
160      Union Central  201146     Homestead House                     Ft. Collins          CO   80525  Retail      Free Standing
161      Union Central  970226     5821 Midway Industrial              Albuquerque          NM   87109  Industrial  Warehouse
162      Union Central  970214A    Kahan Industrial Building - Austin  Troy                 MI   48083  Industrial  Flex Industrial
163      Union Central  970214B    Kahan Industrial - Larchwood        Troy                 MI   48083  Industrial  Flex Industrial
164      Union Central  970214C    Kahan Industrial Building - Ajax    Madison Heights      MI   48071  Industrial  Flex Industrial
166      Union Central  201159     Red Cross Building                  Atlanta              GA   30324  Industrial  Light Industrial
167      Union Central  980203A    Sandlewood Village Apartments       Lubbock              TX   79423  Multifamily Garden
168      Union Central  980203B    Shadow Ridge Apartments             Lubbock              TX   79410  Multifamily Garden
169      Union Central  980203C    Village Square Apartments           Lubbock              TX   79419  Multifamily Garden
170      Union Central  201166     Key Bank                            Park City            UT   84060  Retail      Free Standing
171      Union Central  970222     11501 Rojas Industrial              El Paso              TX   79936  Industrial  Warehouse
172      Union Central  970210     St. Vincent Medical Building        Brazil               IN   47834  Office      Medical
173      Union Central  990128     Nicoli Buildings                    Tualatin             OR   97062  Industrial  Light Industrial
175      Union Central  202112     Manufacturing Street Industrial     Dallas               TX   75207  Industrial  Light Industrial
176      Union Central  980105     Baseline Medical                    St. Clair Shore      MI   48080  Office      Medical
177      Union Central  235629     Western Business                    Beaverton            OR   97005  Office      Suburban
178      Union Central  201147     Park Village Apartments             Owatonna             MN   55060  Multifamily Garden
180      Union Central  200112     East Valley Commerce Park           El Paso              TX   79907  Industrial  Light Industrial
181      Union Central  202105     Torrance Industrial                 Torrance             CA   90505  Industrial  Light Industrial
182      Union Central  200127     Englewood Tractor Supply            Englewood            OH   45315  Retail      Free Standing
183      Union Central  980151     Sevilla Building                    Santa Barbara        CA   93101  Retail      Unanchored
184      Union Central  990126     San Diego Office Depot              San Diego            CA   92121  Retail      Free Standing
185      Union Central  235482     Towers Airport Park                 Chili                NY   14624  Office      Suburban
186      Union Central  980139     Westway Plaza                       Westland             MI   48185  Retail      Unanchored
187      Union Central  980192     Maysville Tractor Supply Co.        Maysville            KY   41056  Retail      Free Standing
188      Union Central  201160     The Atlantel Building               Atlanta              GA   30324  Industrial  Flex Industrial
190      Union Central  960133     Berry, Dunn, McNeil & Parker        Bangor               ME   04401  Office      Urban
191      Union Central  980135     Chick's Harley-Davidson             Albuquerque          NM   87113  Industrial  Light Industrial
192      Union Central  235636     Tower Point Apartments              San Antonio          TX   78229  Multifamily Garden
193      Union Central  990107     Cricket Tree Plaza                  Indianapolis         IN   46260  Retail      Unanchored
194      Union Central  202101     Glenoaks Center                     Burbank              CA   91504  Office      Suburban
197      Union Central  235701     Mercy Care Medical                  Rochester Hills      MI   48307  Office      Medical
200      Union Central  980227     Mesquite Office Depot               Mesquite             TX   75150  Retail      Free Standing
201      Union Central  200103     Mallory Court Bldg                  Chanhassen           MN   55317  Industrial  Light Industrial
202      Union Central  980173     Hollister Business Park             Hollister            CA   95023  Industrial  Flex Industrial
204      Union Central  980161     Eckerd Drug Store                   Kannapolis           NC   28081  Retail      Free Standing
205      Union Central  980211     Caribou Corner                      New Hope             MN   55427  Retail      Unanchored
206      Union Central  201125     Great Lakes Coating                 Troy                 MI   48083  Industrial  Light Industrial
207      Union Central  990165     Quebec Business Center              Dallas               TX   75247  Industrial  Flex Industrial
208      Union Central  201169     8024 Stage Hills Warehouse          Bartlett             TN   38133  Industrial  Flex Industrial
209      Union Central  235523     Shannon South Apartments            Boise                ID   83705  Multifamily Garden
211      Union Central  200116     Arcus Data Building                 Charlotte            NC   28269  Office      Suburban
212      Union Central  980150     Andalucia Building                  Santa Barbara        CA   93101  Retail      Unanchored
213      Union Central  990130     Hope Mills Eckerd                   Hope Mills           NC   28348  Retail      Free Standing
214      Union Central  201124     East Anderson Office                Austin               TX   78752  Office      Suburban
215      Union Central  201121     Stage Post Warehouse                Bartlett             TN   38133  Industrial  Flex Industrial
216      Union Central  980166     La Cumbre Medical                   Santa Barbara        CA   93110  Office      Medical
217      Union Central  201107     Windy Ridge Apartments              Lubbock              TX   79414  Multifamily Garden
218      Union Central  960168     State Street Apartments             Ithaca               NY   14850  Multifamily Garden
220      Union Central  990157     Huntington Building                 Edina                MN   55435  Office      Suburban
222      Union Central  980195     Columbia CVS/Revco Drugstore        Columbia             SC   29204  Retail      Free Standing
223      Union Central  235596     GLI Distributing                    San Antonio          TX   78207  Industrial  Warehouse
224      Union Central  970221     1520 Goodyear Drive                 El Paso              TX   79936  Industrial  Light Industrial
225      Union Central  980191     Mercy Health Building               Bethel               OH   45106  Office      Medical
226      Union Central  990142     Del Norte Terraces                  Poway                CA   92064  Office      Medical
227      Union Central  201152     Trade Road Center                   Richmond             VA   23236  Industrial  Flex Industrial
228      Union Central  235633     Phillippi Plaza Apartments          Boise                ID   83705  Multifamily Garden
229      Union Central  980102     5701-5705 South Sepulveda Boulevard Culver City          CA   90230  Retail      Unanchored
231      Union Central  980110     Emerson Office Building             Chester              VA   23836  Office      Suburban
232      Union Central  990113     Triangle Eckerd                     Triangle             NC   28037  Retail      Free Standing
233      Union Central  960147     Hollywood Video Store               Louisville           KY   40201  Retail      Free Standing
234      Union Central  202120     Ohio Street Warehouse               Tucson               AZ   85728  Industrial  Warehouse
235      Union Central  990209     Goodyear Tire Store                 Garner               NC   27529  Retail      Free Standing
237      Union Central  201135     Tatum Ranch Walgreens               Phoenix              AZ   85331  Retail      Free Standing
238      Union Central  990146     Forton Court Office                 Clinton Township     MI   48035  Industrial  Flex Industrial
239      Union Central  980114     Crystal Lake Plaza                  Stuart               FL   34997  Retail      Unanchored


<CAPTION>

LOAN                         ORIGINAL         CUT-OFF      MASTER     MASTER SERVICING   PRIMARY      SUB-SERVICING  PRIMARY EXCESS
POOL NO.                     BALANCE          BALANCE      FEE          EXCESS FEE        FEE            FEE            SERVICING
-----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>              <C>            <C>             <C>            <C>             <C>               <C>
47                              $5,875,000       $4,173,099     2               1              1               8                 19
59                              $3,600,000       $3,471,356     2               1              1              10                 19
63                              $3,400,000       $3,381,282     2               1              1             12.5                19
64                              $3,350,000       $3,337,456     2               1              1             12.5                19
68                              $1,900,000       $1,888,106     2               1              1             12.5                19
69                              $1,100,000       $1,087,077     2               1              1             12.5                19
71                              $3,000,000       $2,954,353     2               1              1             12.5                19
72                              $4,925,000       $2,888,722     2               1              1               8                 19
73                              $3,000,000       $2,865,836     2               1              1             12.5                19
75                              $2,800,000       $2,693,866     2               1              1             12.5                19
76                              $1,655,000       $1,519,653     2               1              1              10                 19
77                              $1,275,000       $1,170,730     2               1              1              10                 19
78                              $2,735,000       $2,639,627     2               1              1             12.5                19
79                              $2,710,000       $2,631,086     2               1              1             12.5                19
80                              $2,730,000       $2,623,071     2               1              1             12.5                19
81                              $1,050,000         $940,117     2               1              1             12.5                19
82                                $725,000         $649,129     2               1              1             12.5                19
83                              $1,100,000         $984,884     2               1              1             12.5                19
88                              $2,500,000       $2,410,259     2               1              1             12.5                19
89                              $2,400,000       $2,387,232     2               1              1              25                 19
90                              $2,500,000       $2,373,944     2               1              1             12.5                19
93                              $3,300,000       $2,321,774     2               1              1             12.5                19
95                              $2,425,000       $2,269,852     2               1              1             12.5                19
96                                $802,795         $692,025     2               1              1               8                 19
97                              $1,284,471       $1,107,239     2               1              1               8                 19
98                                $497,734         $429,056     2               1              1               8                 19
99                              $2,600,000       $2,225,739     2               1              1             12.5                19
100                             $2,000,000       $2,185,116     2               1              1             12.5                19
101                             $2,200,000       $2,175,786     2               1              1             12.5                19
102                             $2,497,500       $2,150,305     2               1              1               8                 19
104                             $2,300,000       $2,124,059     2               1              1             12.5                19
105                             $2,125,000       $2,116,867     2               1              1             12.5                19
109                             $2,275,000       $2,062,261     2               1              1             12.5                19
110                             $2,500,000       $1,997,023     2               1              1             12.5                19
113                             $2,175,000       $1,976,780     2               1              1              20                 19
114                             $2,400,000       $1,949,909     2               1              1             12.5                19
116                             $1,805,038       $1,653,239     2               1              1             12.5                19
117                               $294,962         $270,156     2               1              1             12.5                19
118                             $2,000,000       $1,878,545     2               1              1             12.5                19
119                               $500,000         $485,291     2               1              1             12.5                19
120                             $1,425,000       $1,385,829     2               1              1             12.5                19
121                             $2,350,000       $1,815,981     2               1              1               8                 19
122                             $2,250,000       $1,797,321     2               1              1             12.5                19
124                             $1,825,000       $1,757,635     2               1              1             12.5                19
126                             $1,030,000         $784,771     2               1              1              10                 19
127                             $1,250,000         $952,381     2               1              1              10                 19
128                             $1,131,429       $1,088,095     2               1              1             12.5                19
129                               $668,571         $642,965     2               1              1             12.5                19
131                             $1,750,000       $1,717,177     2               1              1             12.5                19
132                             $1,750,000       $1,677,169     2               1              1             12.5                19
134                             $1,700,000       $1,627,856     2               1              1              10                 19
136                             $1,700,000       $1,624,842     2               1              1              10                 19
137                             $1,900,000       $1,618,101     2               1              1             12.5                19
138                             $1,850,000       $1,589,893     2               1              1             12.5                19
139                             $1,800,000       $1,587,422     2               1              1             12.5                19
140                             $1,650,000       $1,585,443     2               1              1              10                 19
141                             $1,800,000       $1,542,362     2               1              1             12.5                19
142                             $1,850,000       $1,540,674     2               1              1             12.5                19
143                             $2,075,000       $1,520,684     2               1              1               8                 19
144                             $1,675,000       $1,518,331     2               1              1             12.5                19
145                             $1,550,000       $1,508,631     2               1              1             12.5                19
146                             $1,750,000       $1,501,707     2               1              1             12.5                19
148                             $2,000,000       $1,488,341     2               1              1             12.5                19
149                             $1,600,000       $1,486,564     2               1              1             12.5                19
150                             $1,042,084         $766,284     2               1              1             12.5                19
151                               $957,916         $704,392     2               1              1             12.5                19
152                             $1,800,000       $1,464,762     2               1              1               8                 19
153                             $1,470,000       $1,441,871     2               1              1             12.5                19
154                             $1,650,000       $1,428,317     2               1              1             18.75               19
155                             $1,050,000         $838,750     2               1              1             12.5                19
156                               $660,000         $527,214     2               1              1             12.5                19
157                             $1,700,000       $1,361,308     2               1              1             12.5                19
158                             $1,500,000       $1,359,700     2               1              1             12.5                19
159                             $1,800,000       $1,357,373     2               1              1             12.5                19
160                             $1,400,000       $1,345,019     2               1              1             12.5                19
161                             $1,650,000       $1,318,036     2               1              1             12.5                19
162                               $562,790         $447,749     2               1              1             12.5                19
163                               $645,930         $513,894     2               1              1             12.5                19
164                               $441,279         $351,076     2               1              1             12.5                19
166                             $1,350,000       $1,288,793     2               1              1             12.5                19
167                               $347,237         $311,766     2               1              1               8                 19
168                               $770,023         $691,363     2               1              1               8                 19
169                               $307,739         $276,303     2               1              1               8                 19
170                             $1,300,000       $1,275,851     2               1              1              10                 19
171                             $1,575,000       $1,258,125     2               1              1             12.5                19
172                             $1,537,500       $1,253,223     2               1              1             12.5                19
173                             $1,100,000       $1,250,225     2               1              1             12.5                19
175                             $1,250,000       $1,235,924     2               1              1             12.5                19
176                             $1,550,000       $1,234,785     2               1              1             12.5                19
177                             $1,575,000       $1,231,664     2               1              1               8                 19
178                             $1,230,000       $1,200,454     2               1              1             12.5                19
180                             $1,250,000       $1,192,978     2               1              1             12.5                19
181                             $1,200,000       $1,184,337     2               1              1             12.5                19
182                             $1,215,000       $1,165,016     2               1              1             12.5                19
183                             $1,400,000       $1,146,957     2               1              1             12.5                19
184                             $1,350,000       $1,146,070     2               1              1             12.5                19
185                             $2,500,000       $1,134,524     2               1              1               8                 19
186                             $1,400,000       $1,133,143     2               1              1             12.5                19
187                             $1,235,000       $1,116,489     2               1              1             12.5                19
188                             $1,150,000       $1,106,137     2               1              1             12.5                19
190                             $1,500,000       $1,084,473     2               1              1             12.5                19
191                             $1,145,000       $1,074,792     2               1              1             12.5                19
192                             $1,300,000       $1,074,171     2               1              1               8                 19
193                             $1,450,000       $1,040,027     2               1              1             12.5                19
194                             $1,050,000       $1,035,134     2               1              1             12.5                19
197                             $1,707,438         $999,838     2               1              1               8                 19
200                             $1,200,000         $990,398     2               1              1               8                 19
201                             $1,025,000         $973,990     2               1              1             12.5                19
202                             $1,100,000         $968,890     2               1              1             12.5                19
204                             $1,050,000         $923,427     2               1              1             12.5                19
205                             $1,100,000         $919,030     2               1              1             12.5                19
206                               $950,000         $901,288     2               1              1             12.5                19
207                               $960,000         $884,712     2               1              1               8                 19
208                               $900,000         $867,839     2               1              1             12.5                19
209                             $1,050,000         $865,346     2               1              1              10                 19
211                               $875,000         $815,810     2               1              1             12.5                19
212                             $1,000,000         $815,105     2               1              1             12.5                19
213                               $950,000         $810,270     2               1              1             12.5                19
214                               $850,000         $803,171     2               1              1             12.5                19
215                               $850,000         $802,944     2               1              1             12.5                19
216                               $975,000         $798,773     2               1              1             12.5                19
217                               $825,000         $796,231     2               1              1             12.5                19
218                             $1,050,000         $782,521     2               1              1               8                 19
220                               $835,000         $768,859     2               1              1             12.5                19
222                             $1,000,000         $765,958     2               1              1             12.5                19
223                             $2,750,000         $733,574     2               1              1               8                 19
224                               $875,000         $698,958     2               1              1             12.5                19
225                               $830,000         $691,221     2               1              1             12.5                19
226                               $750,000         $686,090     2               1              1             12.5                19
227                               $700,000         $683,076     2               1              1             12.5                19
228                             $1,250,000         $681,658     2               1              1              10                 19
229                               $850,000         $679,869     2               1              1             12.5                19
231                               $825,000         $664,260     2               1              1             12.5                19
232                               $725,000         $650,531     2               1              1             12.5                19
233                               $850,000         $623,363     2               1              1               8                 19
234                               $630,000         $620,532     2               1              1             12.5                19
235                               $635,000         $595,128     2               1              1             12.5                19
237                               $550,000         $530,073     2               1              1             12.5                19
238                               $600,000         $514,871     2               1              1             12.5                19
239                               $575,000         $506,247     2               1              1               8                 19

TOTALS/WEIGHTED AVERAGES: $215,657,438     $186,684,405
</TABLE>



<PAGE>

                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

            1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule is complete, true and correct in all material respects as of the
date of this Agreement and as of the Cut-Off Date.

            2. Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a
whole loan and not a participation interest in a mortgage loan. Immediately
prior to the transfer to the Purchaser of the Mortgage Loans, the Seller had
good title to, and was the sole owner of, each Mortgage Loan. The Seller has
full right, power and authority to transfer and assign each of the Mortgage
Loans to or at the direction of the Purchaser and (assuming that the Purchaser
has the capacity to acquire such Mortgage Loan) has validly and effectively
conveyed (or caused to be conveyed) to the Purchaser or its designee all of the
Seller's legal and beneficial interest in and to the Mortgage Loans free and
clear of any and all pledges, liens, charges, security interests and/or other
encumbrances. The sale of the Mortgage Loans to the Purchaser or its designee
does not require the Seller to obtain any governmental or regulatory approval or
consent that has not been obtained. None of the Mortgage Loan documents
restricts the Seller's right to transfer the Mortgage Loan to the Purchaser or
the Trustee.

            3. Payment Record. No scheduled payment of principal and interest
under any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and
no Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.

            4. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, and (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the value or current use or operation of the Mortgaged Property or the
current ability of the Mortgaged Property to generate operating income
sufficient to service the Mortgage Loan debt (the foregoing items (a) through
(d) being herein referred to as the "Permitted Encumbrances"). The related
Assignment of Mortgage executed and delivered in favor of the Trustee is in
recordable form and constitutes a legal, valid and binding assignment, and,
assuming that the assignee has the capacity to acquire such Mortgage, sufficient
to convey to the assignee named therein all of the assignor's right, title and
interest in, to and under such Mortgage. Such Mortgage, together with any
separate security agreements, chattel mortgages or equivalent instruments,
establishes and creates a valid and, subject to the exceptions set forth in
paragraph 13 below, enforceable security interest in favor of the holder thereof
in all of the related Mortgagor's personal property used in the operation of the
related Mortgaged Property. As of the Closing Date, Uniform Commercial Code
financing statements or continuation statements have been filed and/or recorded
in all places necessary to perfect and keep perfected, until additional actions
are required under the Uniform Commercial Code, a valid security interest in
such personal property, to the extent a security interest may be so created
therein, and such security interest is a first priority security interest,
subject to any prior purchase money security interest in such personal property
and any personal property leases applicable to such personal property, or the
failure to have filed and/or recorded Uniform Commercial Code financing
statements prior to the Closing Date will not have a material adverse effect on
the value of the Mortgaged Properties. Notwithstanding the foregoing, no
representation is made as to the perfection of any security interest in rents or
other personal property to the extent that possession or control of such items
or actions other than the filing of Uniform Commercial Code financing statements
are required in order to effect such perfection.

            5. Assignment of Leases and Rents. The Assignment of Leases related
to and delivered in connection with each Mortgage Loan establishes and creates a
valid and, subject to the exceptions set forth in paragraph 13 below,
enforceable first priority collateral assignment in the related Mortgagor's
interest in all leases, sub-leases, licenses or other agreements pursuant to
which any person is entitled to occupy, use or possess all or any portion of the
real property subject to the related Mortgage, subject to legal limitations of
general applicability to commercial mortgage loans similar to the Mortgage Loan,
and the Mortgagor and each assignor of such Assignment of Leases to the Seller
have the full right to assign the same. The related assignment of any Assignment
of Leases not included in a Mortgage has been executed and delivered in favor of
the Trustee and is in recordable form and constitutes a legal, valid and binding
assignment, sufficient to convey to the assignee named therein (assuming that
the assignee has the capacity to acquire such Assignment of Leases) all of the
assignor's right, title and interest in, to and under such Assignment of Leases.

            6. Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or (except for Permitted Encumbrances)
subordinated in whole or in part, and the related Mortgaged Property has not
been released from the lien of such Mortgage, in whole or in part, nor has any
instrument been executed that would effect any such satisfaction, cancellation,
subordination (except for Permitted Encumbrances), rescission or release, in any
manner that, in each case, materially and adversely affects the value of the
related Mortgaged Property except for any partial reconveyances of real property
that are included in the related Mortgage File. None of the terms of any
Mortgage Note, Mortgage or Assignment of Leases has been impaired, waived in any
material respect, altered or modified in any respect, except by written
instruments, all of which are included in the related Mortgage File and none of
the mortgage loans have been modified since October 7, 2002.

            7. Condition of Property; Condemnation. A property inspection report
was prepared in connection with the origination of each Mortgage Loan (except in
certain cases where the Mortgaged Property was newly constructed). With respect
to each Mortgaged Property securing a Mortgage Loan that was the subject of a
property inspection report or a Certificate of Substantial Completion or an
Architect's Certificate of Completion prepared on or after June 1, 2001, other
than as disclosed in such property inspection report or Certificate of
Substantial Completion or an Architect's Certificate of Completion, each such
Mortgaged Property is, to the Seller's knowledge, free and clear of any damage
(or adequate reserves therefor have been established) that would materially and
adversely affect its value as security for the related Mortgage Loan.

            With respect to the Mortgaged Properties for which property
inspection reports, Certificates of Substantial Completion or Architect's
Certificate of Completion were prepared prior to June 1, 2001, (a) such
Mortgaged Property is (i) free and clear of any damage that would materially and
adversely affect its value as security for the related Mortgage Loan; and (ii)
in good repair and condition so as not to materially and adversely affect its
value as security for the related Mortgage Loan; and (b) all building systems
contained on such Mortgaged Property are in good working order so as not to
materially and adversely affect its value as security for the related Mortgage
Loan or, in the case of (a) and (b) adequate reserves therefor have been
established or other resources are available.

            The Seller has received no notice of the commencement of any
proceeding for the condemnation of all or any material portion of any Mortgaged
Property. To the Seller's knowledge (based on surveys and/or title insurance
obtained in connection with the origination of the Mortgage Loans), as of the
date of the origination of each Mortgage Loan, all of the material improvements
on the related Mortgaged Property that were considered in determining the value
of the Mortgaged Property lay wholly within the boundaries of such property,
except for encroachments that are insured against by the lender's title
insurance policy referred to herein or that do not materially and adversely
affect the value or marketability of such Mortgaged Property, and no
improvements on adjoining properties materially encroached upon such Mortgaged
Property so as to materially and adversely affect the value or marketability of
such Mortgaged Property, except those encroachments that are insured against by
the Title Policy referred to herein.

            8. Title Insurance. Each Mortgaged Property is covered by an
American Land Title Association (or an equivalent form of) lender's title
insurance policy or pro forma policy (the "Title Policy") in the original
principal amount of the related Mortgage Loan after all advances of principal.
Each Title Policy insures that the related Mortgage is a valid first priority
lien on such Mortgaged Property, subject only to the Permitted Encumbrances
stated therein (or a marked up title insurance commitment or pro forma policy
marked as binding and counter-signed by the title insurer or its authorized
agent on which the required premium has been paid exists which evidences that
such Title Policy will be issued). Each Title Policy (or, if it has yet to be
issued, the coverage to be provided thereby) is in full force and effect, all
premiums thereon have been paid, no material claims have been made thereunder
and no claims have been paid thereunder. No holder under the related Mortgage
has done, by act or omission, anything that would materially impair the coverage
under such Title Policy. Immediately following the transfer and assignment of
the related Mortgage Loan to the Trustee, such Title Policy (or, if it has yet
to be issued, the coverage to be provided thereby) will inure to the benefit of
the Trustee without the consent of or notice to the insurer. To the Seller's
knowledge, the insurer issuing such Title Policy is qualified to do business in
the jurisdiction in which the related Mortgaged Property is located.

            9. No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement and as to disbursements of any funds
escrowed for such purpose that were to have been complied with on or before the
Closing Date have been complied with, or any such funds so escrowed have not
been released.

            10. Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary and
enforceable provisions (subject to the exceptions set forth in paragraph 13),
including foreclosure, such as to render the rights and remedies of the holder
thereof adequate for the practical realization against the related Mortgaged
Property of the principal benefits of the security intended to be provided
thereby. The related Mortgage Loan documents provide for the appointment of a
receiver of rents following an event of default under such loan documents, to
the extent available under applicable law.

            11. Trustee under Deed of Trust. If any Mortgage is a deed of trust,
(a) a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (b) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.

            12. Environmental Conditions. An environmental site assessment
meeting ASTM standards and assessing all hazards generally assessed for similar
properties (as of the date of such assessment), including type, use and tenants
for such similar properties ("Environmental Report") was performed with respect
to each Mortgaged Property in connection with the origination or securitization
of each Mortgage Loan.

            (a) With respect to the Mortgaged Properties for which the
Environmental Reports were prepared on or after June 1, 2001, other than as
disclosed in the related Environmental Report therefor, to the Seller's
knowledge, (X) no Hazardous Material is present on such Mortgaged Property, such
that (1) the value, use or operations of such Mortgaged Property is materially
and adversely affected, or (2) under applicable federal, state or local law, (i)
such Hazardous Material could be required to be eliminated, remediated or
otherwise responded to at a cost or in a manner materially and adversely
affecting the value, use or operations of the Mortgaged Property before such
Mortgaged Property could be altered, renovated, demolished or transferred or
(ii) the presence of such Hazardous Material could (upon action by the
appropriate governmental authorities) subject the owner of such Mortgaged
Property, or the holders of a security interest therein, to liability for the
cost of eliminating, remediating or otherwise responding to such Hazardous
Material or the hazard created thereby at a cost or in a manner materially and
adversely affecting the value, use or operations of the Mortgaged Property, and
(Y) such Mortgaged Property is in material compliance with all applicable
federal, state and local laws and regulations pertaining to Hazardous Materials
or environmental hazards, any noncompliance with such laws or regulations does
not have a material adverse effect on the value, use or operations of such
Mortgaged Property and neither Seller nor, to the Seller's knowledge, the
related Mortgagor or any current tenant thereon, has received any notice of any
violation or potential violation of any such law or regulation. With respect to
any condition disclosed in an Environmental Report, which condition constituted
a violation of applicable laws or regulations or would materially and adversely
affect the value, use or operations of the related Mortgaged Property if not
remedied, such condition has either been satisfactorily remedied, consistent
with prudent commercial mortgage lending practices, or the applicable loan
documents contain provisions which address such condition to the satisfaction of
the Seller, consistent with prudent commercial mortgage lending practices, and
adequate funding or resources, consistent with prudent commercial mortgage
lending practices, were available to remedy or otherwise respond to such
condition.

            (b) With respect to the remaining Mortgaged Properties for which the
Environmental Reports were prepared prior to June 1, 2001, (X) no Hazardous
Material is present on such Mortgaged Property, such that (1) the value, use or
operations of such Mortgaged Property is materially and adversely affected, or
(2) under applicable federal, state or local law and regulations, (a) such
Hazardous Material could be required to be eliminated, remediated or otherwise
responded to at a cost or in a manner materially and adversely affecting the
value, use or operations of the Mortgaged Property before such Mortgaged
Property could be altered, renovated, demolished or transferred or (b) the
presence of such Hazardous Material could (upon action by the appropriate
governmental authorities) subject the owner of such Mortgaged Property, or the
holders of a security interest therein, to liability for the cost of
eliminating, remediating or otherwise responding to such Hazardous Material or
the hazard created thereby at a cost or in a manner materially and adversely
affecting the value, use or operations of the Mortgaged Property, and (Y) such
Mortgaged Property is in material compliance with all applicable federal, state
and local laws and regulations pertaining to Hazardous Materials or
environmental hazards, any noncompliance with such laws or regulations does not
have a material adverse effect on the value, use or operations of such Mortgaged
Property and neither Seller nor, to the Seller's knowledge, the related
Mortgagor or any current tenant thereon, has received any notice of any
violation or potential violation of any such law or regulation. With respect to
any condition disclosed in an Environmental Report, which condition constituted
a violation of applicable laws or regulations or would materially and adversely
affect the value, use or operations of the related Mortgaged Property if not
remedied, such condition has either been satisfactorily remedied, consistent
with prudent commercial mortgage lending practices, or the applicable loan
documents contain provisions which address such condition to the satisfaction of
the Seller, consistent with prudent commercial mortgage lending practices, and
adequate funding or resources, consistent with prudent commercial mortgage
lending practices, were available to remedy or otherwise respond to such
condition.

            (c) Reserved.

            (d) Each Mortgage requires the related Mortgagor to comply with all
applicable federal, state and local environmental laws and regulations.

            (e) In the case of each Mortgage Loan set forth on Schedule 1 to
this Exhibit 2, (i) such Mortgage Loan is the subject of a secured creditor
impaired property policy or a commercial real estate pollution liability policy,
issued by the issuer set forth on Schedule 1 (the "Policy Issuer") and effective
as of the date thereof (the "Environmental Insurance Policy"), (ii) the
Environmental Insurance Policy is in full force and effect, (iii) on the
effective date of the Environmental Insurance Policy, Seller as originator had
no knowledge of any material and adverse environmental condition or circumstance
affecting the Mortgaged Property that was not disclosed to the Policy Issuer in
one or more of the following: (a) the application for insurance, (b) a borrower
questionnaire that was provided to the Policy Issuer or (c) an engineering or
other report provided to the Policy Issuer and (iv) the premium of any
Environmental Insurance Policy has been paid through the term of such policy.

            "Hazardous Materials" means gasoline, petroleum products,
explosives, radioactive materials, polychlorinated biphenyls or related or
similar materials, and any other substance, material or waste as may be defined
as a hazardous or toxic substance, material or waste by an federal, state or
local environmental law, ordinance, rule, regulation or order, including without
limitation, the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended (42 U.S.C.ss.ss.9601 et seq.), the Hazardous Materials
Transportation Act, as amended (49 U.S.C.ss.ss. 1801 et seq.), the Resource
Conservation and Recovery Act, as amended (42 U.S.C.ss.ss.6901 et seq.), the
Federal Water Pollution Control Act, as amended (33 U.S.C.ss.ss.1251 et seq.),
the Clean Air Act, as amended (42 U.S.C.ss.ss.7401 et seq.), and any regulations
promulgated pursuant thereto.


            13. Loan Document Status. Each Mortgage Note, Mortgage and other
agreement that evidences or secures such Mortgage Loan and that was executed by
or on behalf of the related Mortgagor is the legal, valid and binding obligation
of the maker thereof (subject to any non-recourse provisions contained in any of
the foregoing agreements and any applicable state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except with respect to provisions relating to default interest, yield
maintenance charges and prepayment premiums and as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law) and, to the Seller's knowledge, there is no
valid defense, counterclaim or right of offset or rescission available to the
related Mortgagor with respect to such Mortgage Note, Mortgage or other
agreements.

            14. Insurance. Each Mortgaged Property is required (or the holder of
the Mortgage can require) pursuant to the related Mortgage to be, and at
origination the Seller received evidence that such Mortgaged Property was,
insured by (a) a fire and extended perils insurance policy providing coverage
against loss or damage sustained by reason of fire, lightning, hail, windstorm
(with respect to the Mortgage Loans set forth on Schedule 2 attached hereto),
explosion, riot, riot attending a strike, civil commotion, aircraft, vehicles
and smoke, and, to the extent required as of the date of origination by the
originator of such Mortgage Loan consistent with its normal commercial mortgage
lending practices, against other risks insured against by persons operating like
properties in the locality of the Mortgaged Property, in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements on the Mortgaged Property, and with no
provisions for a deduction for depreciation in respect of awards for the
reconstruction of the improvements, and not less than the amount necessary to
avoid the operation of any co-insurance provisions with respect to the Mortgaged
Property; (b) a business interruption or rental loss insurance policy or
coverage, in an amount at least equal to nine (9) months of operations of the
Mortgaged Property; and (c) a flood insurance policy (if any portion of
buildings or other structures (excluding parking) on the Mortgaged Property are
located in an area identified by the Federal Emergency Management Agency
("FEMA") as a special flood hazard area (which "special flood hazard area" does
not include areas designated by FEMA as Zones B, C or X)).
For each Mortgaged Property located in a Zone 3 or Zone 4 seismic zone, either:
(i) a seismic report which indicated a PML of less than 20% was prepared, based
on a 450 or 475-year lookback with a 10% probability of exceedance in a 50-year
period, at origination for such Mortgaged Property or (ii) the improvements for
the Mortgaged Property are insured against earthquake damage. With respect to
each Mortgaged Property, such Mortgaged Property is required pursuant to the
related Mortgage to be (or the holder of the Mortgage can require that the
Mortgaged Property be), and at origination the Seller received evidence that
such Mortgaged Property was, insured by a commercial general liability insurance
policy in amounts as are generally required by commercial mortgage lenders for
similar properties, and in any event not less than $1 million per occurrence.
Under such insurance policies either (A) the Seller is named as mortgagee under
a standard mortgagee clause or (B) the Seller is named as an additional insured,
and is entitled to receive prior notice as the holder of the Mortgage of
termination or cancellation. No such notice has been received, including any
notice of nonpayment of premiums, that has not been cured. Each Mortgage
obligates the related Mortgagor to maintain or cause to be maintained all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain or to cause to be maintained such insurance at the
Mortgagor's cost and expense and to seek reimbursement therefor from such
Mortgagor. Each Mortgage Loan provides that casualty insurance proceeds will be
applied either to the restoration or repair of the related Mortgaged Property or
to the reduction of the principal amount of the Mortgage Loan. Each Mortgage
provides that any related insurance proceeds, other than for a total loss or
taking, will be applied either to the repair or restoration of all or part of
the related Mortgaged Property, with the mortgagee or a trustee appointed by the
mortgagee having the right to hold and disburse such proceeds as the repair or
restoration progresses (except in such cases where a provision entitling another
party to hold and disburse such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender), or to the payment of the
outstanding principal balance of the Mortgage Loan together with any accrued
interest thereon, and any insurance proceeds in respect of a total or
substantially total loss or taking may be applied either to payment of
outstanding principal and interest on the Mortgage Loan (except as otherwise
provided by law) or to rebuilding of the Mortgaged Property.

            15. Taxes and Assessments and Ground Lease Rents. As of the Closing
Date, there are no delinquent taxes, assessments or other outstanding charges
affecting any Mortgaged Property that are or may become a lien of priority equal
to or higher than the lien of the related Mortgage. For purposes of this
representation and warranty, real property taxes and assessments shall be
considered delinquent commencing from the date on which interest or penalties
would be first payable thereon. As of the Closing Date, there are no delinquent
rents on any ground leases for any Mortgaged Property.

            16. Mortgagor Bankruptcy. No Mortgagor is a debtor in any state or
federal bankruptcy or insolvency proceeding and no Mortgaged Property or any
portion thereof is subject to a plan in any such proceeding.

            17. Leasehold Estate. Each Mortgaged Property consists of the
related Mortgagor's fee simple estate in real estate (the "Fee Interest") or the
related Mortgage Loan is secured in whole or in part by the interest of the
related Mortgagor as a lessee under a ground lease of the Mortgaged Property (a
"Ground Lease"), and if secured in whole or in part by a Ground Lease, either
(1) the ground lessor's fee interest is subordinated to the lien of the Mortgage
and the Mortgage will not be subject to any lien or encumbrances on the ground
lessor's fee interest, other than Permitted Encumbrances, and the holder of the
Mortgage is permitted to foreclose the ground lessor's fee interest within a
commercially reasonable time period or (2) the following apply to such Ground
Lease:

            (a) Such Ground Lease or a memorandum thereof has been or will be
      duly recorded; such Ground Lease (or the related estoppel letter or lender
      protection agreement between the Seller and related lessor) permits the
      interest of the lessee thereunder to be encumbered by the related
      Mortgage; does not restrict the use of the related Mortgaged Property by
      the lessee or its permitted successors and assigns in a manner that would
      materially and adversely affect the security provided by the related
      Mortgage; and, to the knowledge of the Seller, there has been no material
      change in the payment terms of such Ground Lease since the origination of
      the related Mortgage Loan, with the exception of material changes
      reflected in written instruments that are a part of the related Mortgage
      File;

            (b) The lessee's interest in such Ground Lease is not subject to any
      liens or encumbrances superior to, or of equal priority with, the related
      Mortgage, other than the ground lessor's related fee interest and
      Permitted Encumbrances;

            (c) The Mortgagor's interest in such Ground Lease is assignable to
      the Purchaser and its successors and assigns upon notice to, but (except
      in the case where such consent cannot be unreasonably withheld) without
      the consent of, the lessor thereunder (or, if such consent is required, it
      has been obtained prior to the Closing Date) and, in the event that it is
      so assigned, is further assignable by the Purchaser and its successors and
      assigns upon notice to, but without the need to obtain the consent of,
      such lessor (except in the case where such consent cannot be unreasonably
      withheld);

            (d) Such Ground Lease is in full force and effect, and the Seller
      has received no notice that an event of default has occurred thereunder,
      and, to the Seller's knowledge, there exists no condition that, but for
      the passage of time or the giving of notice, or both, would result in an
      event of default under the terms of such Ground Lease;

            (e) Such Ground Lease, or an estoppel letter or other agreement,
      requires the lessor under such Ground Lease to give notice of any material
      default by the lessee to the mortgagee (concurrent with notice given to
      the lessee), provided that the mortgagee has provided the lessor with
      notice of its lien in accordance with the provisions of such Ground Lease,
      and such Ground Lease, or an estoppel letter or other agreement, further
      provides that no notice of termination given under such Ground Lease is
      effective against the mortgagee unless a copy has been delivered to the
      mortgagee. The Seller has provided the lessor under the Ground Lease with
      notice of the Seller's lien on the Mortgaged Property in accordance with
      the provisions of such Ground Lease;

            (f) A mortgagee is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under such Ground Lease) to cure any default under such Ground
      Lease, which is curable after the receipt of notice of any such default,
      before the lessor thereunder may terminate such Ground Lease by reason of
      such default;

            (g) Such Ground Lease has an original term, along with any
      extensions set forth in such Ground Lease, not less than 10 years beyond
      the full amortization term of the Mortgage Loan;

            (h) Under the terms of such Ground Lease and the related Mortgage,
      taken together, any related insurance proceeds, other than for a total
      loss or taking, will be applied either to the repair or restoration of all
      or part of the related Mortgaged Property, with the mortgagee or a trustee
      appointed by the mortgagee having the right to hold and disburse such
      proceeds as the repair or restoration progresses (except in such cases
      where a provision entitling another party to hold and disburse such
      proceeds would not be viewed as commercially unreasonable by a prudent
      commercial mortgage lender), or to the payment of the outstanding
      principal balance of the Mortgage Loan together with any accrued interest
      thereon, and any insurance proceeds in respect of a total or substantially
      total loss or taking may be applied either to payment of outstanding
      principal and interest on the Mortgage Loan (except as otherwise provided
      by law) or to rebuilding of the Mortgaged Property;

            (i) Such Ground Lease does not impose any restrictions on subletting
      which would be viewed, as of the date of origination of the related
      Mortgage Loan, as commercially unreasonable by the Seller; and such Ground
      Lease contains a covenant that the lessor thereunder is not permitted, in
      the absence of an uncured default, to disturb the possession, interest or
      quiet enjoyment of any subtenant of the lessee, or in any manner, which
      would materially and adversely affect the security provided by the related
      Mortgage;

            (j) Such Ground Lease or an estoppel or other agreement requires the
      lessor to enter into a new lease with the Seller or its successors or
      assigns under terms which do not materially vary from the economic terms
      of the Ground Lease, in the event of a termination of the Ground Lease by
      reason of a default by the Mortgagor under the Ground Lease, including
      rejection of the Ground Lease in a bankruptcy proceeding; and

            (k) Such Ground Lease may not be materially amended, modified or,
      except in the case of a default, cancelled or terminated without the prior
      written consent of the holder of the Mortgage Loan, and any such action
      without such consent is not binding on such holder, including any increase
      in the amount of rent payable by the lessee thereunder during the term of
      the Mortgage Loan.

            18. Escrow Deposits. All escrow deposits and payments relating to
each Mortgage Loan that are, as of the Closing Date, required to be deposited or
paid have been so deposited or paid, and those escrow deposits and payments are
under control of the Seller or its agents.

            19. LTV Ratio. The gross proceeds of each Mortgage Loan to the
related Mortgagor at origination did not exceed the non-contingent principal
amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an
interest in real property having a fair market value (i) at the date the
Mortgage Loan was originated, at least equal to 80 percent of the original
principal balance of the Mortgage Loan or (ii) at the Closing Date, at least
equal to 80 percent of the principal balance of the Mortgage Loan on such date;
provided that for purposes hereof, the fair market value of the real property
interest must first be reduced by (x) the amount of any lien on the real
property interest that is senior to the Mortgage Loan and (y) a proportionate
amount of any lien that is in parity with the Mortgage Loan (unless such other
lien secures a Mortgage Loan that is cross-collateralized with such Mortgage
Loan, in which event the computation described in clauses (a)(i) and (a)(ii) of
this paragraph 19 shall be made on a pro rata basis in accordance with the fair
market values of the Mortgaged Properties securing such cross-collateralized
Mortgage Loans); or (b) substantially all the proceeds of such Mortgage Loan
were used to acquire, improve or protect the real property that served as the
only real property collateral for such Mortgage Loan (other than a recourse
feature or other third party credit enhancement within the meaning of Treasury
Regulations Section 1.860G-2(a)(1)(ii)).

            20. Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

            21. Advancement of Funds by the Seller. No holder of a Mortgage Loan
has advanced funds, or induced, solicited or knowingly received any advance of
funds from a party other than the owner of the related Mortgaged Property (or
any tenant required to make its lease payments directly to the holder of the
related Mortgage Loan), directly or indirectly, for the payment of any amount
required by such Mortgage Loan.

            22. No Mechanics' Liens. As of the applicable Mortgage Loan
origination date, and to the Seller's knowledge as of the Closing Date, each
Mortgaged Property is free and clear of any and all mechanics' and materialmen's
liens that are prior or equal to the lien of the related Mortgage and no rights
are outstanding that under law could give rise to any such lien that would be
prior or equal to the lien of the related Mortgage except, in each case, for
liens insured against by the Title Policy referred to herein, or, if any such
liens existing as of the Closing Date are not insured against by the Title
Policy referred to herein, such liens will not have a material adverse effect on
the value of the related Mortgaged Property.

            23. Compliance with Usury Laws. Each Mortgage Loan complied with all
applicable usury laws in effect at its date of origination.

            24. Cross-collateralization. No Mortgage Loan is
cross-collateralized or cross-defaulted with any loan other than one or more
other Mortgage Loans.

            25. Releases of Mortgaged Property. No Mortgage Note or Mortgage
requires the mortgagee to release all or any material portion of the related
Mortgaged Property that was included in the valuation for such Mortgaged
Property, and/or generates income, from the lien of the related Mortgage except
upon payment in full of all amounts due under the related Mortgage Loan, or upon
satisfaction of the defeasance provisions of such Mortgage Loan, other than the
Mortgage Loans that require the mortgagee to grant a release of a portion of the
related Mortgaged Property upon (a) the satisfaction of certain legal and
underwriting requirements where the portion of the related Mortgaged Property
permitted to be released was not considered by the Seller to be material in
underwriting the Mortgage Loan or, in the case of a substitution, where the
Mortgagor is entitled to substitute a replacement parcel at its unilateral
option upon the satisfaction of specified conditions, and/or (b) the payment of
a release price and prepayment consideration in connection therewith, consistent
with the Seller's normal commercial mortgage lending practices (and in both (a)
and (b), any release of the Mortgaged Property has been reflected in the
Mortgage Loan Schedule). Except as described in the prior sentence (other than
with respect to defeasance and substitution), no Mortgage Loan permits the full
or partial release or substitution of collateral unless (1) the mortgagor is
entitled to substitute a replacement parcel at its unilateral option upon
satisfaction of specified conditions, and (2) the mortgagee or servicer can
require the Mortgagor to provide an opinion of tax counsel to the effect that
such release or substitution of collateral (a) would not constitute a
"significant modification" of such Mortgage Loan within the meaning of Treas.
Reg. ss.1.1001-3 and (b) would not cause such Mortgage Loan to fail to be a
"qualified mortgage" within the meaning of Section 860G(a)(3)(A) of the Code.
The loan documents with respect to each Mortgage Loan require the related
Mortgagor to bear the cost of such opinion.

            26. No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization or for any contingent or additional interest in the form of
participation in the cash flow of the related Mortgaged Property.

            27. No Material Default. There exists no material default, breach,
violation or event giving the lender the right to accelerate the Mortgage Loan
(and, to the Seller's knowledge, no event has occurred which, with the passage
of time or the giving of notice, or both, would constitute any of the foregoing)
under the documents evidencing or securing the Mortgage Loan, in any such case
to the extent the same materially and adversely affects the value of the
Mortgage Loan and the related Mortgaged Property; provided, however, that this
representation and warranty does not address or otherwise cover any default,
breach, violation or event of acceleration that specifically pertains to any
matter otherwise covered by any other representation and warranty made by the
Seller in any of paragraphs 3, 7, 12, 14, 15, 16, 17, 18, 22 and 30 of this
Exhibit 2.

            28. Inspections. The Seller (or if the Seller is not the originator,
the originator of the Mortgage Loan) has inspected or caused to be inspected
each Mortgaged Property in connection with the origination of the related
Mortgage Loan.

            29. Local Law Compliance. To the best of Seller's knowledge, based
on due diligence performed at origination that was considered reasonable by
prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal or internal or external market study performed at origination.

            30. Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien junior to the lien of the related Mortgage.

            31. Actions Concerning Mortgage Loans. To the knowledge of the
Seller, there are no actions, suits or proceedings before any court,
administrative agency or arbitrator concerning any Mortgage Loan, Mortgagor or
related Mortgaged Property that could reasonably be expected to adversely affect
title to the Mortgaged Property or the validity or enforceability of the related
Mortgage or that could reasonably be expected to materially and adversely affect
the value of the Mortgaged Property as security for the Mortgage Loan or the use
for which the premises were intended.

            32. Servicing. The servicing and collection practices used by the
Seller or any prior holder or servicer of each Mortgage Loan have been in all
material respects legal, proper and prudent and have met customary industry
standards utilized by commercial lending institutions in the area where the
related Mortgaged Property is located.

            33. Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan, and to Seller's
knowledge, as of the Closing Date, based on servicing procedures customarily
performed in the Seller's servicing of the Mortgage Loans during the period in
which Seller owned each such Mortgage Loan, the related Mortgagor was in
possession of all material licenses, permits and franchises required by
applicable law for the ownership and operation of the related Mortgaged Property
as it was then operated.

            34. Collateral in Trust. The Mortgage Note for each Mortgage Loan is
not secured by a pledge of any collateral that has not been assigned to the
Purchaser.

            35. Due on Sale/Due on Encumbrance. Each Mortgage Loan contains a
"due on sale" clause, which provides for the acceleration of the payment of the
unpaid principal balance of the Mortgage Loan if, without prior written consent
of the holder of the Mortgage, the property subject to the Mortgage or any
material portion thereof, is transferred, sold or encumbered by a junior
mortgage or deed of trust; provided, however, that certain Mortgage Loans
provide a mechanism for the assumption of the loan by a third party upon the
Mortgagor's satisfaction of certain conditions precedent, and upon payment of a
transfer fee, if any, or transfer of interests in the Mortgagor or constituent
entities of the Mortgagor to a third party or parties related to the Mortgagor
upon the Mortgagor's satisfaction of certain conditions precedent.

            36. Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan either provide that (a) such Mortgage Loan is fully recourse to
the Mortgagor or (b) such Mortgage Loan constitutes the non-recourse obligations
of the related Mortgagor and non-recourse guarantors, if any, except that either
(i) such provision does not apply in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents or (ii) such documents provide that the Mortgagor
shall be liable to the holder of the Mortgage Loan for losses incurred as a
result of fraud by the Mortgagor. Except as set forth on Schedule 3 attached
hereto, either the Mortgagor or a guarantor with respect to each Mortgage Loan
is a natural person.

            37. Underwriting Policies. Each Mortgage Loan was either originated
by the Seller or an affiliate thereof, and each such origination of a Mortgage
Loan substantially complied with the Seller's underwriting policies in effect as
of such Mortgage Loan's origination date.

            38. REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage"
as such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages). Each Mortgaged Property will qualify as
foreclosure property within the meaning of Section 856(e) of the Code if
obtained by foreclosure or deed in lieu of foreclosure.

            39. Reserved.

            40. Prepayment Penalties. Each prepayment penalty or yield
maintenance premium is consistent with those charged by the Seller in its
customary lending practices with respect to loans of the size and character of
the Mortgage Loans.

            41. Loan Provisions. No Mortgage Loan contains a provision that by
its terms would automatically or at the unilateral option of the Mortgagor cause
such Mortgage Loan not be a "qualified mortgage" as such term is defined in
Section 860G(a)(3) of the Code.

            42. Single Purpose Entity. The Mortgagor on each Mortgage Loan
listed on Schedule 4 attached hereto, was, as of the origination of the Mortgage
Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall
mean an entity, other than an individual, whose organizational documents provide
(or which entity covenanted in the Mortgage Loan documents) substantially to the
effect that it was formed or organized solely for the purpose of owning and
operating one or more of the Mortgaged Properties securing the Mortgage Loans
and prohibit it from engaging in any business unrelated to such Mortgaged
Property or Properties, and whose organizational documents further provide, or
which entity represented or covenanted in the related Mortgage Loan documents,
substantially to the effect that it does not have (or will not obtain) any
assets other than those related to its interest in and operation of such
Mortgaged Property or Properties, or any indebtedness other than as permitted by
the related Mortgage(s) or the other related Mortgage Loan documents, that it
has its own books and records and accounts separate and apart from any other
person, and that it holds itself out as a legal entity, separate and apart from
any other person.

            43. Defeasance and Assumption Costs. If the related Mortgage Loan
Documents provide for defeasance, such documents provide that the related
Mortgagor is responsible for the payment of all reasonable costs and expenses of
Lender incurred in connection with the defeasance of such Mortgage Loan and the
release of the related Mortgaged Property. The related Mortgage Loan Documents
require the related Mortgagor to pay all reasonable costs and expenses of Lender
associated with the approval of an assumption of such Mortgage Loan.

            44. Defeasance. No Mortgage Loan provides that it can be defeased
prior to the date that is two years after the Closing Date.

            45. Confidentiality. There are no provisions in any Note, Mortgage
or related loan documents with respect to any Mortgage Asset, nor any other
agreements or enforceable understandings with any Mortgagor, Mortgagor principal
or guarantor, which restrict the dissemination of information regarding any
Mortgagor, Mortgagor principal, guarantor or Mortgaged Property by the owner or
holder of the Mortgage Asset or requires such owner or holder to treat any
information regarding any Mortgagor, Mortgagor principal, guarantor or Mortgaged
Property as confidential.

            46. Terrorism Insurance Summary Report. The information set forth on
Schedule 5 hereto, was true and correct in all material respects as of November
25, 2002.

            47. Lack of Terrorism Insurance. As of November 25, 2002, insurance
covering acts of terrorism was not in place with respect to the Mortgage Loans
listed on Schedule 6 hereto. After November 25, 2002, in accordance with the
related loan documents, each such Mortgaged Property will be covered by
insurance covering acts of terrorism for the balance of the full existing term
of the casualty insurance in place as of the Closing Date with respect to such
Mortgaged Property.

            48. Lease Expiration. With respect to the Baseline Medical Loan,
Loan No. 176, St. John Hospital will either (a) renew its lease for at least
five (5) years at the related Mortgaged Property on or before January 30, 2003
with economic terms, including rent, no less than the current lease or (b)
remain in occupancy at the leased premises and continue to pay rent and other
sums due pursuant to the existing lease for no less than five (5) years.

<PAGE>

                 Schedule 1 to Mortgage Loan Purchase Agreement
                       (Environmental Insurance Policies)

            As required by representation number 12(e) (Environmental
Conditions), the following is a list of Mortgage Loans that are the subject of a
secured creditor impaired property policy or a commercial real estate pollution
liability policy:

            None

<PAGE>

                 Schedule 2 to Mortgage Loan Purchase Agreement
                              (Windstorm Insurance)

            As required by representation number 14 (Insurance), the following
is a list of Mortgage Loans for which the applicable Seller received evidence at
origination that the related Mortgaged Property was insured by a fire and
extended perils insurance policy providing coverage for windstorm:

Loan No.     Property
--------------------------------------------------------------------------------

71           Assured Self Storage

101          Orlando Eckerd

89           7100 Pines Plaza

239          Crystal Lake Plaza

113          Loggerhead Plaza

96           129 West Hibiscus Boulevard

97           13 East Melbourne Avenue

98           Babcock Square

154          Island Lake Business Center

<PAGE>

                 Schedule 3 to Mortgage Loan Purchase Agreement
                         (Non-Natural Person Guarantors)

            As required by representation number 36 (Non-Recourse Exceptions),
the following is a list of Mortgage Loans for which either the Mortgagor or a
guarantor with respect to the related Mortgage Loan is not a natural person:

Loan No.    Property
--------------------------------------------------------------------------------

            Mallory Court Bldg

217         Windy Ridge Apartments

78          Park South Apartments

214         East Anderson Office

206         Great Lakes Coating

160         Homestead House

227         Trade Road Center

234         Ohio Street Warehouse

143         Village Square Plaza

47          Southern Square Shopping Center

192         Tower Point Apartments

197         Mercy Care Medical

121         Silvercreek Apartments

99          Barnes & Noble Superstore

190         Berry, Dunn, McNeil & Parker

150         Pier 1 Imports

151         Outback Steakhouse

212         Andalucia Building

183         Sevilla Building

114         Wilshire Tower

187         Maysville Tractor Supply Co.

222         Columbia CVS/Revco Drugstore

167         Sandlewood Village Apartments

168         Shadow Ridge Apartments

169         Village Square Apartments

102         Centre Plaza

200         Mesquite Office Depot

113         Loggerhead Plaza

184         San Diego Office Depot

213         Hope Mills Eckerd

207         Quebec Business Center

235         Goodyear Tire Store

118         Glades Tower II

<PAGE>

                 Schedule 4 to Mortgage Loan Purchase Agreement
                            (Single Purpose Entities)

            As required by representation number 42 (Single Purpose Entities),
the following is a list of Mortgage Loans for which the related Mortgagor was,
as of the origination date, a Single Purpose Entity:


Loan No.     Property
--------------------------------------------------------------------------------
64           Doctors Park Medical Center

68           Saticoy Industrial Center

69           Coldwater Industrial Center

79           West McDowell Walgreens

93           Allegiance Center II

95           Catalina Staples

99           Barnes & Noble Superstore

101          Orlando Eckerd

102          Centre Plaza

104          Mesa Verde Office Park

109          Ortega's On The Plaza

120          Minnehaven Square

121          Silvercreek Apartments

122          3800-3888 Hawkins Industrial

132          Vermont Hills Shopping Center

136          Ponderosa Shopping Center

139          Butterfield Plaza

142          Baseline Industrial Center

145          19th Avenue Medical Center

150          Pier 1 Imports

151          Outback Steakhouse

152          Office Max

153          San Gabriel Medical Plaza

155          1530 Goodyear Industrial

156          3715 Hawkins Industrial

158          Chanhassen Business Center

159          Plaza 130

162          Kahan Industrial Building - Austin

163          Kahan Industrial - Larchwood

164          Kahan Industrial Building - Ajax

166          Red Cross Building

172          St. Vincent Medical Building

175          Manufacturing Street Industrial

176          Baseline Medical

181          Torrance Industrial

182          Englewood Tractor Supply

184          San Diego Office Depot

187          Maysville Tractor Supply Co.

188          The Atlantel Building

192          Tower Point Apartments

197          Mercy Care Medical

200          Mesquite Office Depot

202          Hollister Business Park

205          Caribou Corner

206          Great Lakes Coating

207          Quebec Business Center

208          8024 Stage Hills Warehouse

212          Andalucia Building

214          East Anderson Office

215          Stage Post Warehouse

216          La Cumbre Medical

217          Windy Ridge Apartments

220          Huntington Building

222          Columbia CVS/Revco Drugstore

227          Trade Road Center

233          Hollywood Video Store

234          Ohio Street Warehouse

<PAGE>

                 Schedule 5 to Mortgage Loan Purchase Agreement
                      (Terrorism Insurance Summary Report)

            As required by representation number 46 (Terrorism Insurance Summary
Report), the following is a summary of the Terrorism Insurance with respect to
the Mortgage Loans:



Terrorism Insurance
As of 12/9/02

<TABLE>
<CAPTION>

LOAN                   INTERNAL LOAN  PROPERTY                      PROPERTY                         BORROWER
TAB NO. SELLER         ID             NAME                          ADDRESS                          NAME
------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>            <C>            <C>                          <C>                              <C>
        Union Central  200103         Mallory Court Bldg           110-8130 Mallory Court            L38, LLP
        Union Central  200108         Plaza del Oro                350 & 360 S. Hope Ave;            Plaza Del Oro Ltd
                                                                   351, & 371 Hitchcock Way
        Union Central  200112         East Valley Commerce Park    470 Gran Vista Drive              East Valley Commerce Park, Ltd.
        Union Central  200116         Arcus Data Building          1835 Sam Roper Drive              Christensen Limited Partnership
        Union Central  200117         Ponderosa Shopping Center    100 East 17th Street              Ponderosa Partners, Ltd.
        Union Central  200120         Oak Tree Plaza/Tustin        7582, 17602, 17612 E. 17th Street Amana Corporation
                                      Retail Center
        Union Central  200125         Cummins Intermountain        750 Losee Road                    PEACO, Ltd. and PEPJAANS
        Union Central  200127         Englewood Tractor Supply     350 Salem Avenue (ST RT 49)       Englewood Ventures, LLC
        Union Central  200128         Highland Avenue Office       146 Highland Avenue               HBVD, LCC
        Union Central  200136         Monk Properties              530-1590 Lake Drive West          Monk Properties LLC
        Union Central  200137         Anaheim Hills Village Center 624-5640 East La Palma Avenue     Amana Corporation
        Union Central  201107         Windy Ridge Apartments       430 50th Street                   McWindy Ridge, LC
        Union Central  201108         Park South Apartments        502 49th Street                   McRanch Park, LC

<CAPTION>

ORIGINAL PRINCIPAL CUT-OFF DATE  MORTGAGE LOAN                                                         FUNDING      TERM OF
BALANCE            BALANCE       BORROWER                         PROPERTY                                DATE     INSURANCE
------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>          <C>                             <C>                                  <C>        <C>
 $1,025,000          $973,990    L38, LLP                         Mallory Court Bldg                  7/27/2000  08/01/03
 $2,500,000        $2,373,944    Plaza Del Oro Ltd                Plaza del Oro                       6/30/2000  07/30/02-07/30/03
 $1,250,000        $1,192,978    East Valley Commerce Park, Ltd.  East Valley Commerce Park           9/27/2000  01/1/02-01/1/03
   $875,000          $815,810    Christensen Limited Partnership  Arcus Data Building                 10/24/2000  11/01/01-11/01/02
 $1,700,000        $1,624,842    Ponderosa Partners, Ltd.         Ponderosa Shopping Center           10/18/2000  3.23.02 - 3.23.03
 $3,000,000        $2,865,836    Amana Corporation                Oak Tree Plaza/Tustin Retail Center 10/02/2000  10/17/02-10/17/03
 $1,700,000        $1,627,856    PEACO, Ltd. and PEPJAANS         Cummins Intermountain               11/09/2000  9.1.02 - 9.1.03
 $1,215,000        $1,165,016    Englewood Ventures, LLC          Englewood Tractor Supply            12/20/2000  4/1/02-4/1/03
 $1,600,000        $1,486,564    HBVD, LCC                        Highland Avenue Office              12/21/2000  12/29/02-12/29/02
 $1,825,000        $1,757,635    Monk Properties LLC              Monk Properties                      2/06/2001   11/01/02
 $2,730,000        $2,623,071    Amana Corporation                Anaheim Hills Village Center        12/22/2000  01/15/02-01/15/03
   $825,000          $796,231    McWindy Ridge, LC                Windy Ridge Apartments              4/10/2001  11/30/01 - 11/30/02
 $2,735,000        $2,639,627    McRanch Park, LC                 Park South Apartments               4/10/2001  11/30/01 - 11/30/02

<CAPTION>
            EXCLUSIONS FOR
            ACTS OF
CARRIER     TERRORISM(1)
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>      <C>                       <C>
                08/01/03 CAN Insurance             Not Excluded
       07/30/02-07/30/03 Fireman's Fund            Not Excluded
-------------------------------------------------------------------------------
         01/1/02-01/1/03 Union Insurance Co.       Not Excluded
-------------------------------------------------------------------------------
       11/01/01-11/01/02 Travelers Indemnity Co.   Not Excluded
-------------------------------------------------------------------------------
       3.23.02 - 3.23.03 Travelers Indemnity       Excluded  per endorsement
-------------------------------------------------------------------------------
       10/17/02-10/17/03 Fireman's Fund            Not Excluded
-------------------------------------------------------------------------------
         9.1.02 - 9.1.03 Centenial Insurance CO.   Excluded  per endorsement
-------------------------------------------------------------------------------
           4/1/02-4/1/03                           NO EXCLUSIONS
-------------------------------------------------------------------------------
       12/29/02-12/29/02 Cincinnati Ins. Co.       Not Excluded
-------------------------------------------------------------------------------
                11/01/02 Zurich                    Not Excluded
-------------------------------------------------------------------------------
       01/15/02-01/15/03 Fireman's Fund            Not Excluded
-------------------------------------------------------------------------------
     11/30/01 - 11/30/02 Discover Property & CasualNo Exclusions stated on certificates
-------------------------------------------------------------------------------
     11/30/01 - 11/30/02 Discover Property & CasualNo Exclusions stated on certificates
-------------------------------------------------------------------------------
</TABLE>

<PAGE>



                 Schedule 6 to Mortgage Loan Purchase Agreement

                          (Lack of Terrorism Insurance)

                  Pursuant to representation number 47 (Lack of Terrorism
Insurance), the following is a list of the Mortgage Loans which are secured by
Mortgaged Properties with respect to which terrorism insurance was not in place
as of November 25, 2002:

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

Loan No.            Loan Name
--------------------------------------------------------------------------------

136                 Ponderosa Shopping Center

134                 Cummins Intermountain

140                 136 East Retail

237                 Tatum Ranch Walgreens

145                 19th Avenue Medical Center

79                  West McDowell Walgreens

132                 Vermont Hills Shopping Center

59                  Fashion Pointe Offices

170                 Key Bank

71                  Assured Self Storage

101                 Orlando Eckerd

234                 Ohio Street Warehouse

89                  7100 Pines Plaza

209                 Shannon South Apartments

126                 Jefferson West Apartments

127                 Willow Apartments

233                 Hollywood Video Store

176                 Baseline Medical

239                 Crystal Lake Plaza

216                 LaCumbre Medical

142                 Baseline Industrial Center

113                 Loggerhead Plaza

193                 Cricket Tree Plaza

76                  Courtyard at Jamestown I

173                 Nicoli Buildings

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



<PAGE>

                                   Schedule A

                  Exceptions to Representations and Warranties

            The following exceptions are applicable with respect to the
representations and warranties in Exhibit 2 made by the Seller with respect to
the Mortgage Loans identified in these exceptions.

<PAGE>

             EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES REGARDING
                           INDIVIDUAL MORTGAGE LOANS
            (The Union Central Life Insurance Company - 2002 IQ3)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
REP. NO.               LOAN NO.              EXPLANATION
----------------------------------------------------------------------------------------------------
<S>                  <C>                     <C>
6. Mortgage Status;  47 (Southern Square     With respect to Mortgage Loan No. 47 (Southern
     Waivers and     Shopping Center), 72    Square Shopping Center), the loan was modified on
     Modifications.  (San Juan North         January 15, 1998, which changed the following
                     Shopping Center), 100   characteristics of the loan: (i) the Maturity Date
                     (Oak Park Plaza),       was extended to October 1, 2013; (ii) the interest
                     116-117 (Cooper         rate was changed to 8.00%, effective October 1,
                     Apartments, 819         1997; (iii) beginning November 1, 1997, payments
                     Lincoln Way),126        were changed to $48,096, based on the new interest
                     (Jefferson West         rate and an amortization period of 192 months and
                     Apartments), 127        (iv) the principal balance was paid down to
                     (Willow Apartments),    $5,200,000.
                     143 (Village Square
                     Plaza), 150-151         With respect to Mortgage Loan No. 72 (San Juan
                     (Cottonwood Crossing    North Shopping Center), the loan was modified on
                     Portfolio), 159 (Plaza  October 29, 1996, which changed the following
                     130), 173 (Nicoli       characteristics of the loan: (i) the maturity date
                     Building), 177          was extended to November 1, 2011; (ii) the
                     (Western Business),     interest rate was changed to 8.75%; (iii) the
                     185 (Towers Airport     monthly payment was changed to $38,979, beginning
                     Park), 191 (Chick's     December 1, 1996; (iv) the amortization period was
                     Harley Davidson), 192   set to 180 months; (v) the Mortgagor's requirement
                     (Tower Point            to prepay $300,000 on such Mortgage Loan upon sale
                     Apartments), 197        of all or substantial portion of the real property
                     (Mercy Care Medical),   known as Louisiana Plaza, located in Albuquerque,
                     209 (Shannon South      NM  was deleted and (vi) the principal balance was
                     Apartments), 216 (La    reduced to $3,900,000.
                     Cumbre Medical), 223
                     (GLI Distributing),     With respect to Mortgage Loan No. 100 (Oak Park
                     228 (Philipi Plaza      Plaza), the loan was modified on November 5, 1999,
                     Apartments)             which changed the following characteristics of the
                                             loan: (i) there was an additional funding of
                                             $650,000; (ii) the interest rate was changed to
                                             7.40%; (iii) the monthly payment was increased to
                                             $24,736; (iv) the amortization period is 164
                                             months and (v) the outstanding principal balance
                                             was changed to $2,547,656.

                                             With respect to Mortgage Loan Nos. 116 (Cooper
                                             Apartments) and 117 (819 Lincoln Way), the loan
                                             was modified to permit the implementation of a
                                             condominium regime.

                                             With respect to Mortgage Loan No. 126 (Jefferson
                                             West Apartments), the loan was modified on June 4,
                                             1995, which changed the following characteristics
                                             of the loan: (i) the rate was changed to 9.25%;
                                             (ii) the maturity date was extended to June 30,
                                             2015; (iii) the amortization period was set to 240
                                             months (making the loan fully amortizing) and (iv)
                                             the monthly payment was changed to $8,845.

</TABLE>
<PAGE>



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
REP. NO.               LOAN NO.              EXPLANATION
----------------------------------------------------------------------------------------------------
<S>                  <C>                     <C>
                                             With respect to Mortgage Loan No. 127 (Willow
                                             Apartments), the loan was modified on June 1,
                                             1995, which changed the following characteristics
                                             of the loan: (i) the rate was changed to 9.25%;
                                             (ii) the maturity date was extended to June 30,
                                             2015 and (iii) the monthly payments were changed
                                             to $10,734.

                                             With respect to Mortgage Loan No. 143 (Village
                                             Square Plaza), the loan was modified on June 1,
                                             1999, which changed the following characteristics
                                             of the loan: (i) the maturity date was extended to
                                             June 1, 2014; (ii) the interest rate was changed
                                             to 7.625% and (iii) the amortization was set to
                                             180 months.

                                             With respect to Mortgage Loan Nos. 150-151 (the
                                             Cottonwood Crossing Portfolio), the loan was
                                             modified on February 3, 1999, which changed the
                                             following characteristics of the loan: (i) one of
                                             the three parcels originally securing the loan
                                             (Parcel N2 - Western Bank) was released from the
                                             lien of the mortgage in exchange for a principal
                                             reduction of $325,000 and a prepayment premium of
                                             $10,000; (ii) the maturity date was shortened to
                                             January 1, 2017 and (iii) the monthly payments
                                             were reduced to $14,505.

                                             With respect to Mortgage Loan No. 159 (Plaza 130),
                                             the loan was modified on July 1, 1999, which
                                             changed the following characteristics of the loan:
                                             (i) the interest rate was changed to 7.75%; (ii)
                                             the maturity date was extended to July 1, 2014;
                                             (iii) the amortization term was changed to reflect
                                             180 months (making the loan fully amortizing) and
                                             (iv) an advance of $39,035 was made to the
                                             Mortgagor, thereby increasing the loan amount to
                                             $1,575,000.

                                             With respect to Mortgage Loan No. 173 (Nicoli
                                             Building), the loan was modified on November 16,
                                             1999, which changed the following characteristics
                                             of the loan: (i) the principal balance of the loan
                                             was increased by $350,000; (ii) the interest rate
                                             was increased to 7.94% and (iii) the monthly
                                             payment was increased to $13,907, effective
                                             January 1, 2000.

                                             With respect to Mortgage Loan No. 177 (Western
                                             Business), the loan was modified on June 21, 1996,
                                             which changed the following characteristics of the
                                             loan: (i) the maturity date was extended to
                                             January 1, 2016; (ii) the interest rate was
                                             changed to 7.75% and (iii) the basis of the
                                             interest calculation was changed to 30/360.

</TABLE>
<PAGE>



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
REP. NO.               LOAN NO.              EXPLANATION
----------------------------------------------------------------------------------------------------
<S>                  <C>                     <C>

                                             With respect to Mortgage Loan No. 185 (Towers
                                             Airport Park), the loan was modified on February
                                             1, 1994, which changed the following
                                             characteristics of the loan: (i) the interest rate
                                             was lowered from 10% to 8.5%; (ii) the maturity
                                             date was extended 15 years, which set the loan to
                                             fully amortize; (iii) beginning March 1, 1994,
                                             monthly payments were changed to $19,752 and (iv)
                                             borrower paid down the mortgage loan by $222,870,
                                             which reduced the loan amount to $2,005,805.

                                             With respect to Mortgage Loan No. 191 (Chick's
                                             Harley-Davidson), the loan was modified on July 1,
                                             1999, which changed the following characteristics
                                             of the loan: (i) an additional advance of $180,000
                                             was made to the Mortgagor for facility expansion
                                             and (ii) the monthly payments were increased to
                                             $12,199.

                                             With respect to Mortgage Loan No. 192 (Tower Point
                                             Apartments), the loan was modified on April 6,
                                             2001, which changed the following characteristics
                                             of the loan: (i) the loan term was extended to
                                             fully amortizing over 221 months and (ii) the
                                             interest rate was changed to 7.55%.

                                             With respect to Mortgage Loan No. 197 (Mercy Care
                                             Medical), the loan was modified on August 1, 1996,
                                             which changed the maturity term of the loan to
                                             fully amortizing basis for a 180 month term.

                                             With respect to Mortgage Loan No. 209 (Shannon
                                             South Apartments), the loan was modified on March
                                             9, 1994, which changed the following
                                             characteristics of the loan: (i) the existing
                                             principal balance of $999,197 was increased by
                                             $147,803 to a total of $1,147,000; (ii) the
                                             maturity date was extended to March 1, 2014; (iii)
                                             the interest rate was changed to a fixed rate of
                                             8.75% and (iv) beginning May 1, 1994, monthly
                                             payments were changed to $10,140.

                                             With respect to Mortgage Loan No. 216 (La Cumbre
                                             Medical), the loan was modified on August 18,
                                             1998, which changed the payment due date to the
                                             fifth of every month.

                                             With respect to Mortgage Loan No. 223 (GLI
                                             Distributing), the loan was modified on November
                                             7, 1995, which changed the following
                                             characteristics of the loan: (i) an additional
                                             advance of $112,641, was made to the Mortgagor,
                                             resulting in a balance of $2,000,000; (ii) the
                                             maturity date was shortened to August 31, 2005;
                                             (iii) the interest rate was changed to 10.0%; (iv)
                                             the monthly payment was changed to $26,430; (iv)
                                             the amortization period was changed to 120 months
                                             and (v) the basis to the interest accrual
                                             calculation was changed to 30/360.

</TABLE>
<PAGE>



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
REP. NO.               LOAN NO.              EXPLANATION
----------------------------------------------------------------------------------------------------
<S>                  <C>                     <C>
                                             With respect to Mortgage Loan No. 228 (Phillippi
                                             Plaza Apartments), the loan was modified on March
                                             1, 1994, which changed the following
                                             characteristics of the loan: (i) the maturity date
                                             was extended to March 1, 2009; (ii) the interest
                                             rate was changed to 8.375% and (iii) the Mortgagor
                                             now has the right to a one-time transfer of the
                                             property.

----------------------------------------------------------------------------------------------------
12. Environmental    All                     With respect to all of the Mortgage Loans
     Condition                               originated in 1991 or before, the Environmental
                                             Report may not be to ASTM standards.  With respect
                                             to all of the Mortgage Loans originated after
                                             1991, the Environmental Reports were prepared to
                                             ASTM standards in effect at the time of such
                                             origination.
                     102 (Centre Plaza),
                     120 (Minnehaven         With respect to Mortgage Loan No. 102 (Centre
                     Square), 134 (Cummins   Plaza), no Environmental Report was prepared;
                     Intermountain), 212     provided, such Loan shall be deemed to be included
                     (Andalucia Building)    in Section 12(b) of this representation.

                                             With respect to Mortgage Loan No. 120, (Minnehaven
                                             Square), the Environmental Report reveals two
                                             UST's were on the site and removed but no soil
                                             test data was available for review; provided, such
                                             issue was addressed to Seller's satisfaction at
                                             the origination of such Loan, but may not be
                                             consistent with current prudent commercial lending
                                             practices.


                                             With respect to Mortgage Loan No. 134 (Cummins
                                             Intermountain), the Environmental Report reveals a
                                             subsurface grease/trapwater device, which was
                                             inaccessible for inspection and may be susceptible
                                             to deterioration and/or leakage; provided, such
                                             issue was addressed to Seller's satisfaction at
                                             the origination of such Loan, but may not be
                                             consistent with current prudent commercial lending
                                             practices.


                                             With respect to Mortgage Loan No. 212 (Andalucia
                                             Building), the Environmental Report reveals two
                                             groundwater monitoring wells have been installed
                                             on the subject property and detectable
                                             concentrations of 1,2-DCE has been found;
                                             provided, such issue was addressed to Seller's
                                             satisfaction at the origination of such Loan, but
                                             may not be consistent with current prudent
                                             commercial lending practices.
</TABLE>

<PAGE>



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
REP. NO.               LOAN NO.              EXPLANATION
----------------------------------------------------------------------------------------------------
<S>                  <C>                     <C>
14. Insurance        73 (Oak Tree            With respect to Mortgage Loan No. 73 (Oak Tree
                     Plaza/Tustin Retail     Plaza/Tustin Retail Center), the report does not
                     Center), 80 (Anaheim    state the lookback period, exceedance probability
                     Hills Village Center),  or Return Period.
                     88 (El Mercado Plaza),
                     90 (Plaza Del Oro), 99  With respect to Mortgage Loan No. 80 (Anaheim
                     (Barnes & Noble         Hills Village Center), the report does not state
                     Superstore), 104 (Mesa  the probable maximum loss, the lookback period,
                     Verde Office Plaza),    exceedance probability or Return Period.
                     114 (Wilshire Tower),
                     140 (136 East Retail),  With respect to Mortgage Loan No. 88 (El Mercado
                     148 (Sohner Medical     Plaza), the report is based on a lookback period
                     Plaza), 173 (Nicoli     of 500 years and a 0 year Return Period.
                     Buildings), 183
                     (Sevilla Building),     With respect to Mortgage Loan No. 90 (Plaza Del
                     184 (San Diego Office   Oro), the report is based on a lookback period of
                     Depot), 194 (Glenoaks   500 years and does not state a Return Period or
                     Center), 202            Probable Maximum Loss ("PML"), but states a BML of
                     (Hollister Business     0.173.
                     Park), 212 (Andalucia
                     Building), 216 (La      With respect to Mortgage Loan No. 99 (Barnes &
                     Cumbre Medical), 226    Noble Superstore), the report is based on a
                     (Del Norte Terraces),   lookback period of 500 years and a Return Period
                     229 (5701-5705 South    of 30 years.  The PML is estimated at 9.1% for a
                     Sepulveda Boulevard)    Return Period of [6,98] [YEARS].  The BML is
                                             estimated at 1.2% over the next 30 years.

                                             With respect to Mortgage Loan No. 104 (Mesa Verde
                                             Office Plaza), the report does not state the
                                             lookback period, exceedance probability or Return
                                             Period.

                                             With respect to Mortgage Loan No. 114 (Wilshire
                                             Tower), the report does not state the lookback
                                             period, exceedance probability or Return Period.

                                             With respect to Mortgage Loan No. 140 (136 East
                                             Retail), the report does not state the lookback
                                             period, PML or Return Period.  The BML for
                                             Fazioli's Building is 0.015 (for 200-year); 0.039
                                             (for 500-year).  The BML for Guadalahonky's
                                             Building is 0.016 (for 200-year); 0.044 (for
                                             500-year).

                                             With respect to Mortgage Loan No. 148 (Sohner
                                             Medical Plaza), the report is based upon a
                                             lookback period of 500 years.

                                             With respect to Mortgage Loan No. 173 (Nicoli
                                             Buildings), the report is based upon a lookback
                                             period of 500 years.

                                             With respect to Mortgage Loan No. 183 (Sevilla
                                             Building), , the report is based upon a lookback
                                             period of 500 years and does not state a Return
                                             Period.

</TABLE>
<PAGE>



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
REP. NO.               LOAN NO.              EXPLANATION
----------------------------------------------------------------------------------------------------
<S>                  <C>                     <C>
                                             With respect to Mortgage Loan No. 184 (San Diego
                                             Office Depot), the report does not state the
                                             lookback period, exceedance probability or Return
                                             Period.

                                             With respect to Mortgage Loan No. 194 (Glenoaks
                                             Center),  the report does not state the lookback
                                             period, exceedance probability or Return Period.

                                             With respect to Mortgage Loan No. 202 (Hollister
                                             Business Park), , the report is based on a Return
                                             Period of 200 years and does not state a lookback
                                             period or PML, but states a BML of 0.200.

                                             With respect to Mortgage Loan No. 212 (Andalucia
                                             Building),  the report does not use the
                                             guidelines, has an exceedance probability of
                                             10.50%, and uses a lookback period of 500 years.

                                             With respect to Mortgage Loan No. 216 (La Cumbre
                                             Medical), the report is based upon a lookback
                                             period of 250 years and does not state a Return
                                             Period.

                                             With respect to Mortgage Loan No. 226 (Del Norte
                                             Terraces), the report is based upon a lookback
                                             period of 339 years and a Return Period of 200
                                             years.

                                             With respect to Mortgage Loan No. 229 (5701-5705
                                             South Sepulveda Boulevard), the report is based
                                             upon a lookback period of 339 years and does not
                                             state a Return Period.
----------------------------------------------------------------------------------------------------
17. Leasehold        99 (Barnes & Noble      With respect to Mortgage Loan No. 99 (Barnes &
     Estate.         Superstore), 138        Noble Superstore), the Ground Lease does not
                     (Richmond Kroger        require the lessor to enter into a new lease with
                     Supermarket), 139       the Seller, as mortgagee.
                     (Butterfield Plaza),
                     172 (St. Vincent        With respect to Mortgage Loan No. 138 (Richmond
                     Medical Building)       Kroger Supermarket), the Ground Lease: (a) does
                                             not require that notice of a material default be
                                             given to the Seller, as mortgagee, (b) does not
                                             require that the Seller be provided an opportunity
                                             to cure defaults under the Ground Lease, (c) does
                                             not require Seller's, as mortgagee, consent to an
                                             amendment or termination of the Ground Lease, and
                                             (d) does not require the lessor to enter into a
                                             new lease with the Seller, as mortgagee.

                                             With respect to Mortgage Loan No. 139 (Butterfield
                                             Plaza), the Ground Lease: (a) does not require
                                             Seller's consent to an amendment or termination of
                                             the Ground Lease and (b) does not require the
                                             lessor to enter into a new lease with the Seller.

</TABLE>
<PAGE>



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
REP. NO.               LOAN NO.              EXPLANATION
----------------------------------------------------------------------------------------------------
<S>                  <C>                     <C>
                                             With respect to Mortgage Loan No. 172 (St. Vincent
                                             Medical Building), the Ground Lease: (a) does not
                                             require Seller's consent to an amendment or
                                             termination of the Ground Lease and (b) does not
                                             require the lessor to enter into a new lease with
                                             the Seller.

----------------------------------------------------------------------------------------------------
24. Cross-           68-69 (Saticoy          With respect to each grouping of listed loans, the
collateralization    Industrial Center &     Mortgage Loans in each grouping are either
                     Coldwater Industrial    cross-collateralized or cross-defaulted with the
                     Center), 76-77          other loans in such grouping.
                     (Courtyard at
                     Jamestown I &
                     Courtyard at Jamestown
                     II), 81-83 (Ocean View
                     Apartments & Meadow
                     Pond Apartments,
                     Concord Park North
                     Apartments, & Franklin
                     Court Apartments),
                     119-120 (7240 Building
                     E & Minnehaven
                     Square), 126-127
                     (Jefferson West
                     Apartments & Willow
                     Apartments), 155-156
                     (1530 Goodyear
                     Industrial & 3715
                     Hawkins Industrial)
----------------------------------------------------------------------------------------------------

25. Releases of      Mortgage Loan Nos.      With respect to Mortgage Loan Nos. 96-98 (129 West
      Mortgage       96-98 (129 West         Hibiscus Boulevard, 13 East Melbourne Avenue,
      Property       Hibiscus Boulevard, 13  Babcock Square) upon the Mortgagor's prior written
                     East Melbourne Avenue,  request, the Seller shall allow a transfer of
                     Babcock Square)         title effecting a release portion of the Mortgaged
                                             Property, under the following terms and
                                             conditions: (a) the transfer and release shall
                                             apply to no more than two of the three parcels
                                             which constitute the Mortgaged Property; (b) the
                                             Seller shall receive a principal reduction payment
                                             equal to the greater of (i) the then outstanding
                                             loan balance divided by the net leaseable square
                                             footage of the entire Mortgaged Property, or (ii)
                                             an amount sufficient so that the remaining parcels
                                             produce a DSCR of no less than 1.40x, and a LTV of
                                             not more than 60%; (c) the Seller shall receive a
                                             prepayment premium of 1% of the outstanding
                                             principal loan balance for the first transfer and
                                             release, and the Prepayment Premium calculated in
                                             accordance with the prepayment provision of the
                                             Note for any subsequent transfer and release. In
                                             the event that two parcels are transferred and
                                             released simultaneously, the Seller's standard
                                             Prepayment  Premium shall be due; and (d) the
                                             Mortgagor shall be responsible for all related
                                             costs and expenses.
----------------------------------------------------------------------------------------------------

</TABLE>
<PAGE>



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
REP. NO.               LOAN NO.              EXPLANATION
----------------------------------------------------------------------------------------------------
<S>                  <C>                     <C>
30. Junior Liens     102 (Centre Plaza),     With respect to Mortgage Loan No. 102 (Centre
                     156 (3715 Hawkins       Plaza) the Mortgagor has the right to obtain
                     Industrial), 161 (5821  secondary financing solely for the purpose of
                     Midway Industrial),     allowing the Guarantor to obtain equity funds from
                     205 (Caribou Center),   the entities associated with or directly
                     205 (Shannon South      controlled by the Guarantor.
                     Apartments)
                                             With respect to Mortgage Loan No. 156 (3715
                                             Hawkins Industrial) the Mortgagor has additional
                                             secured (purchase money second mortgage)
                                             subordinate financing in the amount of $50,000
                                             extended by Good Management Inc. as well as
                                             additional secured (purchase money second
                                             mortgage) subordinate financing in the amount of
                                             $99,126 extended by Good Management Inc. A
                                             subordination agreement governing the relative
                                             rights of the senior lender and the subordinate
                                             lender has been executed and recorded in the
                                             public records. No other secured financing is
                                             permitted to be incurred by the Mortgagor.

                                             With respect to Mortgage Loan No. 161 (5821 Midway
                                             Industrial) the Mortgagor has additional secured
                                             (purchase money second mortgage) subordinated
                                             financing in the amount of $50,000 extended by
                                             Good Management Inc. No other secured financing is
                                             permitted to be incurred by the Mortgagor. A
                                             subordination agreement governing the relative
                                             rights of the senior lender and the subordinate
                                             lender has been executed.

                                             With respect to Mortgage Loan No. 205 (Caribou
                                             Center) the Mortgagor may, with the consent of the
                                             Seller, have the right to obtain secondary
                                             financing on the property as long as it does not
                                             exceed the lesser of $25,000 or 70% of the fair
                                             market value of the premises as determined by the
                                             Seller and the total amount of the net income
                                             generated by the premises and available for debt
                                             service for both the first mortgage loan and any
                                             subordinate mortgage may not be less than 140% of
                                             the aggregated debt service. The term of any such
                                             subordinate mortgage shall not exceed the term of
                                             the applicable lease for which the related tenant
                                             improvement work is to be performed.

                                             With respect to Mortgage Loan No. 209 (Shannon
                                             South Apartments) the Mortgagor has additional
                                             secured (purchase money second mortgage)
                                             subordinate financing in the amount of $100,000
                                             extended by Shannon South Partners. No other
                                             secured financing is permitted to be incurred
                                             by the Mortgagor.

</TABLE>
<PAGE>



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
REP. NO.               LOAN NO.              EXPLANATION
----------------------------------------------------------------------------------------------------
<S>                  <C>                     <C>
40. Prepayment       96-98 (129 West         With respect to Mortgage Loan Nos. 96-98 (129 West
     Penalties       Hibiscus Boulevard, 13  Hibiscus Boulevard, 13 East Melbourne Avenue,
                     East Melbourne Avenue,  Babcock Square) upon the Mortgagor's prior written
                     Babcock Square), 177    request, the Seller shall allow a transfer of
                     (Western Business)      title effecting a release portion of the Mortgaged
                                             Property, under the following terms and
                                             conditions: (a) the transfer and release shall
                                             apply to no more than two of the three parcels
                                             which constitute the Mortgaged Property; (b) the
                                             Seller shall receive a principal reduction payment
                                             equal to the greater of (i) the then outstanding
                                             loan balance divided by the net leaseable square
                                             footage of the entire Mortgaged Property, or (ii)
                                             an amount sufficient so that the remaining parcels
                                             produce a DSCR of no less than 1.40x, and a LTV of
                                             not more than 60%; (c) the Seller shall receive a
                                             prepayment premium of 1% of the outstanding
                                             principal loan balance for the first transfer and
                                             release, and the Prepayment Premium calculated in
                                             accordance with the prepayment provision of the
                                             Note for any subsequent transfer and release. In
                                             the event that two parcels are transferred and
                                             released simultaneously, the Seller's standard
                                             Prepayment  Premium shall be due; and (d) the
                                             Mortgagor shall be responsible for all related
                                             costs and expenses.

                                             With respect to Mortgage Loan No. 177 (Western
                                             Business), the prepayment premium shall equal to:
                                             the greater of  (a) 1% of the principal amount
                                             prepaid or (b) an amount equal to the amount
                                             needed to add to the then remaining unpaid
                                             principal so that the total amount invested in a
                                             United States Treasury Bond or Note with a
                                             maturity on or about February 1, 2001 will yield
                                             to Lender to February 1, 2002 the same amount that
                                             Lender would have received had the loan not been
                                             prepaid.  As the date is past February 1, 2002,
                                             the most that Seller should be expected to receive
                                             from the referenced prepayment premium is the
                                             amount set forth in (a) above.
----------------------------------------------------------------------------------------------------
42. Single Purpose                           [To be provided upon review of Schedule 4]
     Entity
----------------------------------------------------------------------------------------------------
46. Terrorism                                [OPEN - To be provided upon amended MLPA
     Insurance                               representation and review of summary chart]
     Summary Report
</TABLE>
<PAGE>

                                   Schedule B

    List of Mortgagors that are Third-Party Beneficiaries Under Section 5(b)


1.    Mortgage Loan Numbers 68, 69

      Related Mortgagors:  13006 Saticoy LLC and 7306 Coldwater LLC

2.    Mortgage Loan Numbers 76, 77

      Related Mortgagors:  Courtyard at Jamestown Associates, L.C.

3.    Mortgage Loan Numbers 81-83

      Related Mortgagors:  Jacques Wajsfelner and Susanne Wajsfelner

4.    Mortgage Loan Numbers 119, 120

      Related Mortgagors:  Lindsay Can-Am Limited Partnership

5.    Mortgage Loan Numbers 126, 127

      Related Mortgagors:  A. Joel Klein Trust uta 6/19/89 et al.

6.    Mortgage Loan Numbers 155, 156

      Related Mortgagors:  Sunbelt Business Centers Partnership VIII and
      Sunsetbelt Business Partnership

<PAGE>

                                    EXHIBIT 3

                               PRICING FORMULATION

            Purchase Price                        $211,686,921

<PAGE>

                                    EXHIBIT 4

                                  BILL OF SALE

            1.    PARTIES.  The parties to this Bill of Sale are the
                  following:

                  Seller:           The Union Central Life Insurance Company
                  Purchaser:        Morgan Stanley Dean Witter Capital I Inc.

            2.    SALE. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of December 1, 2002 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c)   All cash and non-cash  proceeds of the collateral  described
      in clauses (a) and (b) above.

            3.    PURCHASE  PRICE.  The  amount  and other  consideration  set
forth on Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4.    DEFINITIONS. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.

<PAGE>

            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of December, 2002.

SELLER:                                THE UNION CENTRAL LIFE INSURANCE
                                       COMPANY

                                       By: ___________________________________
                                           Name:
                                           Title:


PURCHASER:                             MORGAN STANLEY DEAN WITTER CAPITAL I INC.

                                       By: ___________________________________
                                           Name:
                                           Title:

<PAGE>

                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY


THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

GMAC Commercial Mortgage Corporation
200 Witmer Road
P.O. Box 1015
Horsham, Pennsylvania 19044-8015
Attention: [___________________]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Asset Backed Securities Trust Services Group

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



                            LIMITED POWER OF ATTORNEY

            Know all persons by these presents; that the undersigned, having an
address of [MORTGAGE LOAN SELLER'S ADDRESS] (the "Seller"), being duly empowered
and authorized to do so, does hereby make, constitute and appoint GMAC
Commercial Mortgage Corporation, having an address of 200 Witmer Road, P.O. Box
1015, Horsham, Pennsylvania 19044-8015, Attention: Portfolio Manager - Morgan
Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-IQ3 (the "General Master Servicer"), GMAC Commercial
Mortgage Corporation, having an address of 550 California Street, 12th Floor,
San Francisco, California 94104, Attention: Portfolio Manager - Morgan Stanley
Dean Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2002-IQ3 (the "General Special Servicer") and LaSalle Bank National
Association, having an address of 135 South LaSalle Street, Suite 1625, Chicago,
Illinois 60603, Attention: Asset Backed Securities Trust Service Group-Morgan
Stanley Dean Witter Capital I Inc., Series 2002-IQ3 (the "Trustee") as the true
and lawful attorneys-in-fact for the undersigned, in its name, place and stead,
and for its use and benefit:

            1. To empower the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to submit for recording, at the
expense of the Seller, any mortgage loan documents required to be recorded as
described in the Pooling and Servicing Agreement and any intervening assignments
with evidence of recording thereon that are required to be included in the
Mortgage File (so long as original counterparts have previously been delivered
to the Trustee).

            2. This power of attorney shall be limited to the above-mentioned
exercise of power.

            3. This instrument is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers
herein is not intended to, nor does it give rise to, and it is not intended to
be construed as, a general power of attorney.

            4. The rights, power of authority of said attorney herein granted
shall commence and be in full force and effect on the date hereof and such
rights, powers and authority shall remain in full force and effect until the
termination of the Pooling and Servicing Agreement, dated as of December 1, 2002
(the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc., as Depositor, the General Master Servicer, the General Special
Servicer, NCB, FSB, as NCB Master Servicer, National Consumer Cooperative Bank,
as Co-op Special Servicer, Principal Global Investors, LLC, as Special Servicer
of the San Tomas Mortgage Loan, the Trustee and ABN AMRO Bank N.V., as Fiscal
Agent, with respect to the Trust.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

<PAGE>

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of December, 2002.

Witnessed by:                          [SELLER]



___________________________            By:________________________
Print Name:                            Name:
                                       Title:



STATE OF______________________)

COUNTY OF_____________________)

On __________________________, before me, a Notary Public in and for said
county, personally appeared ________________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person acted and executed the instrument.
Witness my hand and official seal.



_______________________________________
Commission Expires:

<PAGE>

                                   EXHIBIT K-3

                  FORM OF MORTGAGE LOAN PURCHASE AGREEMENT III
                                  (PRUDENTIAL)

            Mortgage Loan Purchase Agreement ("Agreement"), dated as of December
1, 2002, between Prudential Mortgage Capital Funding, LLC (the "Seller"), and
Morgan Stanley Dean Witter Capital I Inc. (the "Purchaser").

            The Seller agrees to sell and the Purchaser agrees to purchase
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of December 1, 2002, between the Purchaser, as
depositor, GMAC Commercial Mortgage Corporation, as general master servicer (the
"General Master Servicer"), GMAC Commercial Mortgage Corporation, as general
special servicer (the "General Special Servicer"), NCB, FSB, as NCB master
servicer (together with the General Master Servicer, as applicable, the "Master
Servicer"), National Consumer Cooperative Bank, as co-op special servicer (the
"Co-op Special Servicer"), Principal Global Investors, LLC, as special servicer
with respect to the San Tomas Mortgage Loan (together with the General Special
Servicer and the Co-op Special Servicer, as applicable, the "Special Servicer"),
LaSalle Bank National Association, as trustee, paying agent and certificate
registrar (the "Trustee") and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal
Agent"). In exchange for the Mortgage Loans and certain other mortgage loans to
be purchased by the Purchaser (collectively the "Other Mortgage Loans"), the
Trust will issue to the Depositor pass-through certificates to be known as
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-IQ3 (the "Certificates"). The Certificates will be
issued pursuant to the Pooling and Servicing Agreement.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

            The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and
Class D Certificates (the "Public Certificates") will be sold by the Purchaser
to Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Lehman Brothers Inc. (the "Underwriters"), pursuant to an
Underwriting Agreement, between the Purchaser and the Underwriters, dated
December 5, 2002 (the "Underwriting Agreement"), and the Class X-1, Class X-2,
Class X-Y, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class E-I, Class R-I, Class R-II and Class R-III
Certificates (the "Private Certificates") will be sold by the Purchaser to
Morgan Stanley & Co. Incorporated (the "Initial Purchaser") pursuant to a
Certificate Purchase Agreement, between the Purchaser and the Initial Purchaser,
dated December 5, 2002 (the "Certificate Purchase Agreement"). The Underwriters
will offer the Public Certificates for sale publicly pursuant to a Prospectus
dated November 22, 2002, as supplemented by a Prospectus Supplement dated
December 5, 2002 (together, the "Prospectus Supplement"), and the Initial
Purchaser will offer the Private Certificates for sale in transactions exempt
from the registration requirements of the Securities Act of 1933 pursuant to a
Private Placement Memorandum dated December 5, 2002 (the "Memorandum").

            In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

            Section 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans
accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with
respect to each Mortgage Loan is such Mortgage Loan's due date in the month of
December 2002. The Mortgage Loans will have an aggregate principal balance as of
the close of business on the Cut-Off Date, after giving effect to any payments
due on or before such date, whether or not received, of $172,290,800. The sale
of the Mortgage Loans shall take place on December 17, 2002 or such other date
as shall be mutually acceptable to the parties hereto (the "Closing Date"). The
purchase price to be paid by the Purchaser for the Mortgage Loans shall equal
the amount set forth as such purchase price on Exhibit 3 hereto. The purchase
price shall be paid to the Seller by wire transfer in immediately available
funds on the Closing Date.

            On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 14), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 14).

            Section 2. Conveyance of Mortgage Loans. Effective as of the Closing
Date, subject only to receipt of the consideration referred to in Section 1
hereof and the satisfaction of the conditions specified in Sections 6 and 7
hereof, the Seller does hereby transfer, assign, set over and otherwise convey
to the Purchaser, without recourse, all the right, title and interest of the
Seller, subject to that certain Servicing Rights Purchase and Sale Agreement,
dated December 1, 2002, between the Seller and the General Master Servicer, in
and to the Mortgage Loans identified on the Mortgage Loan Schedule as of the
Closing Date. The Mortgage Loan Schedule, as it may be amended from time to time
on or prior to the Closing Date, shall conform to the requirements of this
Agreement and the Pooling and Servicing Agreement. In connection with such
transfer and assignment, the Seller shall deliver to or on behalf of the
Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for each Mortgage Loan and on
or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 5 in favor of
the Trustee, the Master Servicer and the Special Servicer to empower the Trustee
and, in the event of the failure or incapacity of the Trustee, the Master
Servicer or the Special Servicer, to submit for recording, at the expense of the
Seller, any mortgage loan documents required to be recorded as described in the
Pooling and Servicing Agreement and any intervening assignments with evidence of
recording thereon that are required to be included in the Mortgage Files (so
long as original counterparts have previously been delivered to the Trustee).
The Seller agrees to reasonably cooperate with the Trustee, the Master Servicer
and the Special Servicer in connection with any additional powers of attorney or
revisions thereto that are requested by such parties for purposes of such
recordation. The parties hereto agree that no such power of attorney shall be
used with respect to any Mortgage Loan by or under authorization by any party
hereto except to the extent that the absence of a document described in the
second preceding sentence with respect to such Mortgage Loan remains unremedied
as of the earlier of (i) the date that is 180 days following the delivery of
notice of such absence to the Seller, but in no event earlier than 18 months
from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan
becomes a Specially Serviced Mortgage Loan. The Trustee shall submit such
documents, at the Seller's expense, after the periods set forth above, provided,
however, the Trustee shall not submit such assignments for recording if the
Seller produces evidence that it has sent any such assignment for recording and
certifies that the Seller is awaiting its return from the applicable recording
office. In addition, not later than the 30th day following the Closing Date, the
Seller shall deliver to or on behalf of the Trustee each of the remaining
documents or instruments specified below (with such exceptions and additional
time periods as are permitted by this Section) with respect to each Mortgage
Loan (each, a "Mortgage File"). (The Seller acknowledges that the term "without
recourse" does not modify the duties of the Seller under Section 5 hereof.)

            All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

            (a) The original Mortgage Note bearing all intervening endorsements,
in blank or endorsed "Pay to the order of LaSalle Bank National Association, as
Trustee for Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2002-IQ3, without recourse, representation or
warranty" or if the original Mortgage Note is not included therein, then a lost
note affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

            (b) The original Mortgage, with evidence of recording thereon, and,
if the Mortgage was executed pursuant to a power of attorney, a certified true
copy of the power of attorney certified by the public recorder's office, with
evidence of recording thereon (if recording is customary in the jurisdiction in
which such power of attorney was executed), or certified by a title insurance
company or escrow company to be a true copy thereof; provided that if such
original Mortgage cannot be delivered with evidence of recording thereon on or
prior to the 90th day following the Closing Date because of a delay caused by
the public recording office where such original Mortgage has been delivered for
recordation or because such original Mortgage has been lost, the Seller shall
deliver or cause to be delivered to the Trustee a true and correct copy of such
Mortgage, together with (i) in the case of a delay caused by the public
recording office, an Officer's Certificate (as defined below) of the Seller
stating that such original Mortgage has been sent to the appropriate public
recording official for recordation or (ii) in the case of an original Mortgage
that has been lost after recordation, a certification by the appropriate county
recording office where such Mortgage is recorded that such copy is a true and
complete copy of the original recorded Mortgage;

            (c) The originals of all agreements modifying a Money Term or other
material modification, consolidation and extension agreements, if any, with
evidence of recording thereon or if any such original modification,
consolidation or extension agreement has been delivered to the appropriate
recording office for recordation and either has not yet been returned on or
prior to the 90th day following the Closing Date with evidence of recordation
thereon or has been lost after recordation, a true copy of such modification,
consolidation or extension certified by the Seller together with (i) in the case
of a delay caused by the public recording office, an Officer's Certificate of
the Seller stating that such original modification, consolidation or extension
agreement has been dispatched or sent to the appropriate public recording
official for recordation or (ii) in the case of an original modification,
consolidation or extension agreement that has been lost after recordation, a
certification by the appropriate county recording office where such document is
recorded that such copy is a true and complete copy of the original recorded
modification, consolidation or extension agreement, and the originals of all
assumption agreements, if any;

            (d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording, signed by the holder of record in
blank or in favor of "LaSalle Bank National Association, as Trustee for Morgan
Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-IQ3";

            (e) Originals of all intervening assignments of Mortgage, if any,
with evidence of recording thereon or, if such original assignments of Mortgage
have been delivered to the appropriate recorder's office for recordation,
certified true copies of such assignments of Mortgage certified by the Seller,
or in the case of an original blanket intervening assignment of Mortgage
retained by the Seller, a copy thereof certified by the Seller or, if any
original intervening assignment of Mortgage has not yet been returned on or
prior to the 90th day following the Closing Date from the applicable recording
office or has been lost, a true and correct copy thereof, together with (i) in
the case of a delay caused by the public recording office, an Officer's
Certificate of the Seller stating that such original intervening assignment of
Mortgage has been sent to the appropriate public recording official for
recordation or (ii) in the case of an original intervening assignment of
Mortgage that has been lost after recordation, a certification by the
appropriate county recording office where such assignment is recorded that such
copy is a true and complete copy of the original recorded intervening assignment
of Mortgage;

            (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment of Leases has not been returned on or prior to
the 90th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the Seller to be a true
and complete copy of the original Assignment of Leases submitted for recording,
together with (i) an original of each assignment of such Assignment of Leases
with evidence of recording thereon and showing a complete recorded chain of
assignment from the named assignee to the holder of record, and if any such
assignment of such Assignment of Leases has not been returned from the
applicable public recording office, a copy of such assignment certified by the
Seller to be a true and complete copy of the original assignment submitted for
recording, and (ii) an original assignment of such Assignment of Leases, in
recordable form, signed by the holder of record in favor of "LaSalle Bank
National Association, as Trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-IQ3," which
assignment may be effected in the related Assignment of Mortgage;

            (g) The original or a copy of each guaranty, if any, constituting
additional security for the repayment of such Mortgage Loan;

            (h) The original Title Insurance Policy, or in the event such
original Title Insurance Policy has not been issued, an original binder, actual
title commitment, pro forma policy or a copy thereof certified by the title
company with the original Title Insurance Policy to follow within 180 days of
the Closing Date or a preliminary title report with an original Title Insurance
Policy to follow within 180 days of the Closing Date;

            (i) (A) Copies of UCC financing statements (together with all
assignments thereof) filed in connection with a Mortgage Loan and (B) UCC-2 or
UCC-3 financing statements assigning such UCC financing statements to the
Trustee executed and delivered in connection with the Mortgage Loan;

            (j) Copies of the related ground lease(s), if any, to any Mortgage
Loan where the Mortgagor is the lessee under such ground lease and there is a
lien in favor of the mortgagee in such lease.

            (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements, if any, related to any Mortgage Loan;

            (l) Either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan (or, with respect to a
letter of credit representing tenant security deposits which have been
collaterally assigned to the lender, a copy), which shall be assigned and
delivered to the Trustee on behalf of the Trust with a copy to be held by the
Primary Servicer (or the Master Servicer), and applied, drawn, reduced or
released in accordance with documents evidencing or securing the applicable
Mortgage Loan, the Pooling and Servicing Agreement and the Primary Servicing
Agreement or (B) the original of each letter of credit, if any, constituting
additional collateral for such Mortgage Loan (or, with respect to a letter of
credit representing tenant security deposits which have been collaterally
assigned to the lender, a copy), which shall be held by the applicable Primary
Servicer (or the Master Servicer) on behalf of the Trustee, with a copy to be
held by the Trustee, and applied, drawn, reduced or released in accordance with
documents evidencing or securing the applicable Mortgage Loan, the Pooling and
Servicing Agreement and the Primary Servicing Agreement (it being understood
that the Seller has agreed (a) that the proceeds of such letter of credit belong
to the Trust, (b) to notify, on or before the Closing Date, the bank issuing the
letter of credit that the letter of credit and the proceeds thereof belong to
the Trust, and to use reasonable efforts to obtain within 30 days (but in any
event to obtain within 90 days) following the Closing Date, an acknowledgement
thereof by the bank (with a copy of such acknowledgement to be sent to the
Trustee) and (c) to indemnify the Trust for any liabilities, charges, costs,
fees or other expenses accruing from the failure of the Seller to assign the
letter of credit hereunder). In the case of clause (B) above, any letter of
credit held by the applicable Primary Servicer (or Master Servicer) shall be
held in its capacity as agent of the Trust, and if the applicable Primary
Servicer (or Master Servicer) sells its rights to service the applicable
Mortgage Loan, the applicable Primary Servicer (or Master Servicer) has agreed
to assign the applicable letter of credit to the Trust or at the direction of
the Special Servicer to such party as the Special Servicer may instruct, in each
case, at the expense of the applicable Primary Servicer (or Master Servicer).
The applicable Primary Servicer (or Master Servicer) has agreed to indemnify the
Trust for any loss caused by the ineffectiveness of such assignment;

            (m) The original or a copy of the environmental indemnity agreement,
if any, related to any Mortgage Loan;

            (n) Copies of third-party management agreements, if any, for hotels
and mortgage properties securing Mortgage Loans with a Cut-Off Date principal
balance equal to or greater than $20,000,000;

            (o) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;

            (p) A copy of any affidavit and indemnification agreement in favor
of the lender; and

            (q) With respect to hospitality properties, a copy of any franchise
agreement, franchise comfort letter and applicable assignment or transfer
documents.

            The original of each letter of credit referred to in clause (l)
above shall be delivered to the Primary Servicer, the Master Servicer or the
Trustee (as the case may be) within 45 days of the Closing Date. In addition, a
copy of any ground lease shall be delivered to the Primary Servicer within 30
days of the Closing Date. Any failure to deliver any ground lease shall
constitute a document defect.

            "Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any Senior
Vice President, any Vice President, any Assistant Vice President, any Treasurer
or any Assistant Treasurer.

            The Assignments of Mortgage and assignment of Assignment of Leases
referred to in clauses (d), (e) and (f) may be in the form of a single
instrument assigning the Mortgage and the Assignment of Leases to the extent
permitted by applicable law. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the
mortgages) and assignments of UCC financing statements, the Seller shall
execute, in accordance with the third succeeding paragraph, the assignments of
mortgages, the assignments of leases (to the extent separate from the mortgages)
and the assignments of UCC financing statements relating to the Mortgage Loans
naming the Trustee on behalf of the Certificateholders as assignee.
Notwithstanding the fact that such assignments of mortgages, assignments of
leases (to the extent separate from the assignments of mortgages) and
assignments of UCC financing statements shall name the Trustee on behalf of the
Certificateholders as the assignee, the parties hereto acknowledge and agree
that the Mortgage Loans shall for all purposes be deemed to have been
transferred from the Seller to the Purchaser and from the Purchaser to the
Trustee on behalf of the Certificateholders.

            If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90 day period, but the Seller delivers a
photocopy thereof (to the extent available, certified by the appropriate county
recorder's office to be a true and complete copy of the original thereof
submitted for recording or, if such certification is not available, together
with an Officer's Certificate of the Seller stating that such document has been
sent to the appropriate public recording official for recordation), to the
Trustee within such 90 day period, the Seller shall then deliver within 180 days
after the Closing Date the recorded document (or within such longer period after
the Closing Date as the Trustee may consent to, which consent shall not be
withheld so long as the Seller is, as certified in writing to the Trustee no
less often than monthly, in good faith attempting to obtain from the appropriate
county recorder's office such original or photocopy).

            The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due thereon after the Cut-Off
Date, all other payments of principal collected after the Cut-Off Date (other
than scheduled payments of principal due on or before the Cut-Off Date), and all
payments of interest on the Mortgage Loans allocable to the period commencing on
the Cut-Off Date. All scheduled payments of principal and interest due on or
before the Cut-Off Date and collected after the Cut-Off Date shall belong to the
Seller.

            Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above (with recording information in blank if such information
is not yet available). Within 15 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i) above. If any such document or instrument
is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, the Seller shall prepare a substitute therefor or cure such
defect, and the Seller shall, at its own expense (except in the case of a
document or instrument that is lost by the Trustee), record or file, as the case
may be, and deliver such document or instrument in accordance with this Section
2.

            As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the General Master Servicer or the applicable Primary
Servicer, the Seller will draw on such letter of credit as directed by the
General Master Servicer or such Primary Servicer in such notice to the extent
the Seller has the right to do so.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans or
Companion Loans and that are not required to be delivered to the Trustee and are
reasonably necessary for the ongoing administration and/or servicing of the
applicable Mortgage Loan or Companion Loan (the "Servicing File") shall be
shipped by the Seller to or at the direction of the Master Servicer, on behalf
of the Purchaser, on or prior to the 75th day after the Closing Date, in
accordance with Section 3.1 of the Primary Servicing Agreement, if applicable.

            The Servicing File shall include, to the extent required to be (and
actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any attorney-client privileged
communications, internal correspondence or credit analysis. Delivery of any of
the foregoing documents to the Primary Servicer shall be deemed a delivery to
the Master Servicer and satisfy Seller's obligations under this sub-paragraph.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein, subject to the requirements of the Primary
Servicing Agreement. The Seller's and Purchaser's records shall reflect the
transfer of each Mortgage Loan from the Seller to the Purchaser and its assigns
as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property are held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto payable after the Cut-Off
            Date, all substitute or replacement Mortgage Loans and all
            distributions with respect thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

            Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

            Section 3. Examination of Mortgage Files and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

            On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller during normal
business hours and shall not be conducted in a manner that is disruptive to the
Seller's normal business operations upon reasonable prior advance notice. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer or Primary Servicer, if
applicable, with any additional information identified by the Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.

            The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

            The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

            Section 4.  Representations  and  Warranties of the Seller and the
Purchaser.

            (a) To induce the Purchaser to enter into this Agreement, the Seller
hereby makes for the benefit of the Purchaser and its assigns with respect to
each Mortgage Loan as of the date hereof (or as of such other date specifically
set forth in the particular representation and warranty) each of the
representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:

            (i) The Seller is duly organized and is validly existing as a
      limited liability company in good standing under the laws of Delaware. The
      Seller has the requisite power and authority and legal right to own the
      Mortgage Loans and to transfer and convey the Mortgage Loans to the
      Purchaser and has the requisite power and authority to execute and
      deliver, engage in the transactions contemplated by, and perform and
      observe the terms and conditions of, this Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, and assuming the due authorization, execution
      and delivery hereof by the Purchaser, this Agreement constitutes the
      valid, legal and binding agreement of the Seller, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      (A) laws relating to bankruptcy, insolvency, reorganization, receivership
      or moratorium, (B) other laws relating to or affecting the rights of
      creditors generally, (C) general equity principles (regardless of whether
      such enforcement is considered in a proceeding in equity or at law) or (D)
      public policy considerations underlying the securities laws, to the extent
      that such public policy considerations limit the enforceability of the
      provisions of this Agreement that purport to provide indemnification from
      liabilities under applicable securities laws.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Seller with this Agreement, or the
      consummation by the Seller of any transaction contemplated hereby, other
      than (1) such qualifications as may be required under state securities or
      blue sky laws, (2) the filing or recording of financing statements,
      instruments of assignment and other similar documents necessary in
      connection with the Seller's sale of the Mortgage Loans to the Purchaser,
      (3) such consents, approvals, authorizations, qualifications,
      registrations, filings or notices as have been obtained and (4) where the
      lack of such consent, approval, authorization, qualification,
      registration, filing or notice would not have a material adverse effect on
      the performance by the Seller under this Agreement.

            (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
      nor the execution, delivery or performance of this Agreement by the
      Seller, conflicts or will conflict with, results or will result in a
      breach of, or constitutes or will constitute a default under (A) any term
      or provision of the Seller's articles of organization or by-laws, (B) any
      term or provision of any material agreement, contract, instrument or
      indenture to which the Seller is a party or by which it or any of its
      assets is bound or results in the creation or imposition of any lien,
      charge or encumbrance upon any of its property pursuant to the terms of
      any such indenture, mortgage, contract or other instrument, other than
      pursuant to this Agreement, or (C) after giving effect to the consents or
      taking of the actions contemplated in subsection (iii), any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) There are no actions or proceedings against, or investigations
      of, the Seller pending or, to the Seller's knowledge, threatened in
      writing against the Seller before any court, administrative agency or
      other tribunal, the outcome of which could reasonably be expected to
      materially and adversely affect the transfer of the Mortgage Loans to the
      Purchaser or the execution or delivery by, or enforceability against, the
      Seller of this Agreement or have an effect on the financial condition of
      the Seller that would materially and adversely affect the ability of the
      Seller to perform its obligations under this Agreement.

            (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
      this Agreement will effect a transfer by the Seller of all of its right,
      title and interest in and to the Mortgage Loans to the Purchaser.

            To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date,
provided that any representations and warranties made as of a specified date
shall be true and correct as of such specified date.

            Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

            (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:

            (i) The Purchaser is a corporation duly organized, validly existing,
      and in good standing under the laws of the State of Delaware with full
      power and authority to carry on its business as presently conducted by it.

            (ii) The Purchaser has full power and authority to acquire the
      Mortgage Loans, to execute and deliver this Agreement and to enter into
      and consummate all transactions contemplated by this Agreement. The
      Purchaser has duly and validly authorized the execution, delivery and
      performance of this Agreement and has duly and validly executed and
      delivered this Agreement. This Agreement, assuming due authorization,
      execution and delivery by the Seller, constitutes the valid and binding
      obligation of the Purchaser, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium and other similar laws affecting
      the enforcement of creditors' rights generally and by general principles
      of equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Purchaser with this Agreement, or the
      consummation by the Purchaser of any transaction contemplated hereby that
      has not been obtained or made by the Purchaser.

            (iv) Neither the purchase of the Mortgage Loans nor the execution,
      delivery and performance of this Agreement by the Purchaser will violate
      the Purchaser's certificate of incorporation or by-laws or constitute a
      default (or an event that, with notice or lapse of time or both, would
      constitute a default) under, or result in a breach of, any material
      agreement, contract, instrument or indenture to which the Purchaser is a
      party or that may be applicable to the Purchaser or its assets.

            (v) The Purchaser's execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not
      constitute a violation of, any law, rule, writ, injunction, order or
      decree of any court, or order or regulation of any federal, state or
      municipal government agency having jurisdiction over the Purchaser or its
      assets, which violation could materially and adversely affect the
      condition (financial or otherwise) or the operation of the Purchaser or
      its assets or could materially and adversely affect its ability to perform
      its obligations and duties hereunder.

            (vi) There are no actions or proceedings against, or investigations
      of, the Purchaser pending or, to the Purchaser's knowledge, threatened
      against the Purchaser before any court, administrative agency or other
      tribunal, the outcome of which could reasonably be expected to adversely
      affect the transfer of the Mortgage Loans, the issuance of the
      Certificates, the execution, delivery or enforceability of this Agreement
      or have an effect on the financial condition of the Purchaser that would
      materially and adversely affect the ability of the Purchaser to perform
      its obligation under this Agreement.

            (vii) The Purchaser has not dealt with any broker, investment
      banker, agent or other person, other than the Seller, the Underwriters,
      the Initial Purchaser and their respective affiliates, that may be
      entitled to any commission or compensation in connection with the sale of
      the Mortgage Loans or consummation of any of the transactions contemplated
      hereby.

            To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

            Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

            Section 5. Remedies Upon Breach of Representations and Warranties
Made by the Seller.

            (a) It is hereby acknowledged that the Seller shall make for the
benefit of the Trustee on behalf of the holders of the Certificates, whether
directly or by way of the Purchaser's assignment of its rights hereunder to the
Trustee, the representations and warranties set forth on Exhibit 2 hereto (each
as of the date hereof unless otherwise specified).

            (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (and including the expiration of any grace or cure period), not
properly executed or is defective on its face, or if there is a breach of any of
the representations and warranties required to be made by the Seller regarding
the characteristics of the Mortgage Loans and/or the related Mortgaged
Properties as set forth in Exhibit 2 hereto, and in either case such defect or
breach, either (i) materially and adversely affects the interests of the holders
of the Certificates in the related Mortgage Loan, or (ii) both (A) the document
defect or breach materially and adversely affects the value of the Mortgage Loan
and (B) the Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated
Mortgage Loan (such a document defect described in the preceding clause (i) or
(ii), a "Material Document Defect" and such a breach described in the preceding
clause (i) or (ii) a "Material Breach"), the party discovering such Material
Document Defect or Material Breach shall promptly notify, in writing, the other
parties; provided that any breach of the representation and warranty contained
in paragraph (40) of such Exhibit 2 shall constitute a Material Breach only if
such prepayment premium or yield maintenance charge is not deemed "customary"
for commercial mortgage loans as evidenced by (i) an opinion of tax counsel to
such effect or (ii) a determination by the Internal Revenue Service that such
provision is not customary. Promptly (but in any event within three Business
Days) upon becoming aware of any such Material Document Defect or Material
Breach, the Master Servicer shall, and the Special Servicer may, request that
the Seller, not later than 90 days from the Seller's receipt of the notice of
such Material Document Defect or Material Breach, cure such Material Document
Defect or Material Breach, as the case may be, in all material respects;
provided, however, that if such Material Document Defect or Material Breach, as
the case may be, cannot be corrected or cured in all material respects within
such 90-day period, and such Material Document Defect or Material Breach would
not cause the Mortgage Loan to be other than a "qualified mortgage"(as defined
in the Code), but the Seller is diligently attempting to effect such correction
or cure, as certified by the Seller in an Officer's Certificate delivered to the
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is, at
the end of the initial 90 day period, a Specially Serviced Mortgage Loan and a
Servicing Transfer Event has occurred as a result of a monetary default or as
described in clause (ii) or clause (v) of the definition of "Servicing Transfer
Event" in the Pooling and Servicing Agreement and (y) the Material Document
Defect was identified in a certification delivered to the Seller by the Trustee
pursuant to Section 2.2 of the Pooling and Servicing Agreement not less than 90
days prior to the delivery of the notice of such Material Document Defect. The
parties acknowledge that neither delivery of a certification or schedule of
exceptions to the Seller pursuant to Section 2.2 of the Pooling and Servicing
Agreement or otherwise nor possession of such certification or schedule by the
Seller shall, in and of itself, constitute delivery of notice of any Material
Document Defect or knowledge or awareness by the Seller of any Material Document
Defect listed therein.

            The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
aspects within the above cure periods, the Seller shall, on or before the
termination of such cure periods, either (i) repurchase the affected Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date, at its option replace, without
recourse, any Mortgage Loan or REO Mortgage Loan to which such defect relates
with a Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
such repurchase or substitution must occur within 90 days from the earlier of
the date the Seller discovered or was notified of the breach or defect. The
Seller agrees that any substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

            If (i) a Mortgage Loan is to be repurchased or replaced in
connection with a Material Document Defect or a Material Breach as contemplated
above (a "Defective Mortgage Loan"), (ii) such Defective Mortgage Loan is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
("Crossed Mortgage Loans") and (iii) the applicable document defect or breach
does not constitute a Material Document Defect or Material Breach, as the case
may be, as to such Crossed Mortgage Loans (without regard to this paragraph),
then the applicable document defect or breach (as the case may be) shall be
deemed to constitute a Material Document Defect or Material Breach, as the case
may be, as to each such Crossed Mortgage Loan for purposes of the above
provisions, and the Seller shall be obligated to repurchase or replace each such
Crossed Mortgage Loan in accordance with the provisions above, unless, in the
case of such breach or document defect, both of the following conditions would
be satisfied if the Seller were to repurchase or replace only those Mortgage
Loans as to which a Material Breach or Material Document Defect had occurred
without regard to this paragraph (the "Affected Loan(s)"): (1) the debt service
coverage ratio for all such other Mortgage Loans (excluding the Affected
Loan(s)) for the four calendar quarters immediately preceding the repurchase or
replacement (determined as provided in the definition of Debt Service Coverage
Ratio in the Pooling and Servicing Agreement, except that net cash flow for such
four calendar quarters, rather than year-end, shall be used) is not less than
0.10x below the lesser of (x) the debt service coverage ratio for all such
Mortgage Loans (including the Affected Loans(s)) set forth under the heading
"NCF DSCR" in Appendix II to the Final Prospectus Supplement and (y) the debt
service coverage ratio for all such Crossed Mortgage Loans (including the
Affected Loan(s)) for the four preceding calendar quarters preceding the
repurchase or replacement (determined as provided in the definition of Debt
Service Coverage Ratio in the Pooling and Servicing Agreement, except that net
cash flow for such four calendar quarters, rather than year-end, shall be used),
and (2) the loan-to-value ratio for all such Crossed Mortgage Loans (excluding
the Affected Loan(s)) is not greater than 10% more than the greater of (x) the
loan-to-value ratio, expressed as a whole number (taken to one decimal place),
for all such Crossed Mortgage Loans (including the Affected Loan(s)) set forth
under the heading "Cut-Off Date LTV" in Appendix II to the Final Prospectus
Supplement and (y) the loan-to-value ratio for all such Crossed Mortgage Loans
(including the Affected Loans(s)), at the time of repurchase or replacement. The
determination of the Master Servicer as to whether the conditions set forth
above have been satisfied shall be conclusive and binding in the absence of
manifest error. The Master Servicer will be entitled to cause to be delivered,
or direct the Seller to (in which case the Seller shall) cause to be delivered
to the Master Servicer, (i) an Appraisal of any or all of the related Mortgaged
Properties for purposes of determining whether the condition set forth in clause
(2) above has been satisfied, in each case at the expense of the Seller if the
scope and cost of the Appraisal is approved by the Seller (such approval not to
be unreasonably withheld) and (ii) an Opinion of Counsel that not requiring the
repurchase of such Crossed Mortgage Loan will not result in an Adverse REMIC
Event.

            With respect to any Defective Mortgage Loan, to the extent that the
Seller is required to repurchase or substitute for such Defective Mortgage Loan
(each, a "Repurchased Loan") in the manner prescribed above while the Trustee
(as assignee of the Purchaser) continues to hold any Crossed Mortgage Loan, the
Seller and the Purchaser hereby agree to forebear from enforcing any remedies
against the other's Primary Collateral but may exercise remedies against the
Primary Collateral securing their respective Mortgage Loans, including with
respect to the Trustee, the Primary Collateral securing the Mortgage Loans still
held by the Trustee, so long as such exercise does not impair the ability of the
other party to exercise its remedies against its Primary Collateral. If the
exercise of remedies by one party would impair the ability of the other party to
exercise its remedies with respect to the Primary Collateral securing the
Mortgage Loan or Mortgage Loans held by such party, then both parties shall
forbear from exercising such remedies until the loan documents evidencing and
securing the relevant Mortgage Loans can be modified in a manner that complies
with the Pooling and Servicing Agreement to remove the threat of impairment as a
result of the exercise of remedies. Any reserve or other cash collateral or
letters of credit securing the Crossed Mortgage Loans shall be allocated between
such Mortgage Loans in accordance with the Mortgage Loan documents, or otherwise
on a pro rata basis based upon their outstanding Principal Balances. All other
terms of the Mortgage Loans shall remain in full force and effect, without any
modification thereof. The Mortgagors set forth on Schedule B hereto are intended
third-party beneficiaries of the provisions set forth in this paragraph and the
preceding paragraph. The provisions of this paragraph and the preceding
paragraph may not be modified with respect to any Mortgage Loan without the
related Mortgagor's consent.

            Upon occurrence (and after any applicable cure or grace period), any
of the following document defects shall be conclusively presumed materially and
adversely to affect the interests of Certificateholders in a Mortgage Loan and
be a Material Document Defect: (a) the absence from the Mortgage File of the
original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity and a copy of the Mortgage Note; (b) the absence
from the Mortgage File of the original signed Mortgage, unless there is included
in the Mortgage File (i) a certified copy of the Mortgage by the local authority
with which the Mortgage was recorded or (ii) a true and correct copy of the
Mortgage together with an Officer's Certificate of the Seller certifying that
said copy is a true and correct copy of the original Mortgage executed at the
closing of the Mortgage Loan; or (c) the absence from the Mortgage File of the
original Title Insurance Policy, an original binder, pro forma policy or an
actual title commitment or a copy thereof certified by the title company. If any
of the foregoing Material Document Defects is discovered by the Custodian (or
the Trustee if there is no Custodian), the Trustee (or as set forth in Section
2.3(a) of the Pooling and Servicing Agreement, the Master Servicer) will take
the steps described elsewhere in this Section, including the giving of notices
to the Rating Agencies and the parties hereto and making demand upon the Seller
for the cure of the Material Document Defect or repurchase or replacement of the
related Mortgage Loan.

            The Seller shall be notified promptly and in writing by (i) the
Trustee of any notice that it receives that an Option Holder intends to exercise
its Option to purchase the Mortgage Loan in accordance with and as described in
Section 9.36 of the Pooling and Servicing Agreement and (ii) the Special
Servicer of any offer that it receives to purchase the applicable REO Property,
each in connection with such liquidation. Upon the receipt of such notice by the
Seller, the Seller shall then have the right, subject to any repurchase
obligations under Section 2.3 of the Pooling and Servicing Agreement with
respect to such Mortgage Loan, to repurchase the related Mortgage Loan or REO
Property, as applicable, from the Trust at a purchase price equal to, in the
case of clause (i) of the immediately preceding sentence, the Option Purchase
Price or, in the case of clause (ii) of the immediately preceding sentence, the
amount of such offer. Notwithstanding anything to the contrary contained in this
Agreement or in the Pooling and Servicing Agreement, the right of any Option
Holder to purchase such Mortgage Loan shall be subject and subordinate to the
Seller's right to purchase such Mortgage Loan as described in the immediately
preceding sentence. The Seller shall have five (5) Business Days from the date
of its receipt of a notice described in the first sentence of this paragraph to
notify the Trustee or Special Servicer, as applicable, of its intent to so
purchase the Mortgage Loan or related REO Property from the date that it was
notified of such intention to exercise such Option or of such offer. The Special
Servicer shall be obligated to provide the Seller with any appraisal or other
third party reports relating to the Mortgaged Property within its possession to
enable the Seller to evaluate the Mortgage Loan or REO Property. Any sale of the
Mortgage Loan, or foreclosure upon such Mortgage Loan and sale of the REO
Property, to a Person other than the Seller shall be without (i) recourse of any
kind (either express or implied) by such Person against the Seller and (ii)
representation or warranty of any kind (either express or implied) by the Seller
to or for the benefit of such Person.

            The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim against
the Seller for repurchase of the REO Mortgage Loan or REO Property. In such an
event, the Master Servicer, or Special Servicer, as applicable, shall be
required to notify the Seller of the discovery of the Material Document Defect
or Material Breach and the Seller shall be required to follow the procedures set
forth in this Agreement to correct or cure such Material Document Defect or
Material Breach or purchase the REO Property at the Purchase Price. If the
Seller fails to correct or cure the Material Document Defect or Material Breach
or purchase the REO Property, then the provisions above regarding notice of
offers related to such REO Property and the Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the Seller is or was obligated to repurchase the related Mortgage Loan or
REO Mortgage Loan or the Seller otherwise accepts liability, then, after the
expiration of any applicable appeal period, but in no event later than the
termination of the Trust pursuant to Section 9.30 of the Pooling and Servicing
Agreement, the Seller will be obligated to pay to the Trust the difference
between any Liquidation Proceeds received upon such liquidation (including those
arising from any sale to the Seller) and the Purchase Price; provided that the
prevailing party in such action shall be entitled to recover all costs, fees and
expenses (including reasonable attorneys fees) related thereto.

            In connection with any liquidation or sale of a Mortgage Loan or REO
Property as described above, the Special Servicer will not receive a Liquidation
Fee in connection with such liquidation or sale or any portion of the Work-Out
Fee that accrues after the Seller receives notice of a Material Document Defect
or Material Breach until a final determination has been made, as set forth in
the prior paragraph, as to whether the Seller is or was obligated to repurchase
such related Mortgage Loan or REO Property. Upon such determination, the Special
Servicer will be entitled: (i) with respect to a determination that the Seller
is or was obligated to repurchase, to collect a Liquidation Fee, if due in
accordance with the definition thereof, based upon the full Purchase Price of
the related Mortgage Loan or REO property, including all related expenses up to
the date the remainder of such Purchase Price is actually paid, with such
Liquidation Fee, payable by the Seller or (ii) with respect to a determination
that Seller is not or was not obligated to repurchase (or the Trust decides that
it will no longer pursue a claim against the Seller for repurchase), (A) to
collect a Liquidation Fee based upon the Liquidation Proceeds as received upon
the actual sale or liquidation of such Mortgage Loan or REO Property, and (B) to
collect any accrued and unpaid Work-Out Fee, based on amounts that were
collected for as long as the related Mortgage Loan was a Rehabilitated Mortgage
Loan, in each case with such amount to be paid from amounts in the Certificate
Account.

            The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

            Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 43 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment by the Mortgagor of reasonable costs and expenses associated with the
defeasance or assumption of a Mortgage Loan by the Mortgagor, the Seller hereby
covenants and agrees to pay such reasonable costs and expenses, to the extent an
amount is due and not paid by the related Mortgagor. The parties hereto
acknowledge that the payment of such reasonable costs and expenses shall be the
Seller's sole obligation with respect to the breaches discussed in the previous
sentence. The Seller shall have no obligation to pay for any of the foregoing
costs if the applicable Mortgagor has an obligation to pay for such costs.

            The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the applicable Special Servicer, as
applicable, in connection with modifying a Mortgage Loan pursuant to Section 2.3
of the Pooling and Servicing Agreement in order for such Mortgage Loan to be a
"qualified substitute mortgage loan" within the meaning of the Treasury
Regulations promulgated under the Code. Upon a breach of the representation and
warranty set forth in paragraph 41 of Exhibit 2 attached hereto, if such
Mortgage Loan is modified so that it becomes a "qualified substitute mortgage
loan", such breach will be cured and the Seller will not be obligated to
repurchase or otherwise remedy such breach.

            (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the Master Servicer or the Special Servicer on its behalf) shall
give written notice within three Business Days to the Seller of its discovery of
any Material Document Defect or Material Breach and prompt written notice to the
Seller in the event that any Mortgage Loan becomes a Specially Serviced Mortgage
Loan (as defined in the Pooling and Servicing Agreement).

            (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan, and
each document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed and assigned to the Seller in the same
manner such that the Seller shall be vested with legal and beneficial title to
such Mortgage Loan, in each case without recourse, including any property
acquired in respect of such Mortgage Loan or proceeds of any insurance policies
with respect thereto.

            Section 6. Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Cadwalader, Wickersham & Taft, 100 Maiden Lane,
New York, NY 10038 at 9:00 a.m., New York time, on the Closing Date.

            The obligation of the Seller and the Purchaser to close shall be
subject to the satisfaction of each of the following conditions on or prior to
the Closing Date:

            (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date.

            (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

            (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

            (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Seller's Information (as
defined in that certain indemnification agreement, dated December 1, 2002,
between the Seller, the Purchaser, the Underwriters and the Initial Purchaser
(the "Indemnification Agreement")) to be disclosed in the Memorandum and the
Prospectus Supplement.

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.

            (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

            (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement, and neither the Underwriters nor the Initial Purchaser shall have
suspended, delayed or otherwise cancelled the Closing Date.

            (i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

            Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

            Section 7. Closing Documents. The Closing Documents shall consist of
the following:

            (a) This Agreement duly executed by the Purchaser and the Seller.

            (b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

            (c)   True,  complete and correct copies of the Seller's  articles
of organization and by-laws.

            (d) A certificate of existence for the Seller from the Secretary of
Delaware dated not earlier than 30 days prior to the Closing Date.

            (e) A certificate of the Secretary or Assistant Secretary of the
Seller, dated the Closing Date, and upon which the Purchaser may rely, to the
effect that each individual who, as an officer or representative of the Seller,
signed this Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures.

            (f) An opinion of counsel (which, other than as to the opinion
described in paragraph (vi) below, may be in-house counsel) to the Seller, dated
the Closing Date, substantially to the effect of the following (with such
changes and modifications as the Purchaser may approve and subject to such
counsel's reasonable qualifications):

            (i) The Seller is validly existing under Delaware law and has full
      corporate power and authority to enter into and perform its obligations
      under this Agreement.

            (ii) This Agreement has been duly authorized, executed and delivered
      by the Seller.

            (iii) No consent, approval, authorization or order of any federal
      court or governmental agency or body is required for the consummation by
      the Seller of the transactions contemplated by the terms of this Agreement
      except any approvals as have been obtained.

            (iv) Neither the execution, delivery or performance of this
      Agreement by the Seller, nor the consummation by the Seller of any of the
      transactions contemplated by the terms of this Agreement (A) conflicts
      with or results in a breach or violation of, or constitutes a default
      under, the organizational documents of the Seller, (B) to the knowledge of
      such counsel, constitutes a default under any term or provision of any
      material agreement, contract, instrument or indenture, to which the Seller
      is a party or by which it or any of its assets is bound or results in the
      creation or imposition of any lien, charge or encumbrance upon any of its
      property pursuant to the terms of any such indenture, mortgage, contract
      or other instrument, other than pursuant to this Agreement, or (C)
      conflicts with or results in a breach or violation of any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) To his or her knowledge, there are no legal or governmental
      actions, investigations or proceedings pending to which the Seller is a
      party, or threatened against the Seller, (a) asserting the invalidity of
      this Agreement or (b) which materially and adversely affect the
      performance by the Seller of its obligations under, or the validity or
      enforceability of, this Agreement.

            (vi) This Agreement is a valid, legal and binding agreement of the
      Seller, enforceable against the Seller in accordance with its terms,
      except as such enforcement may be limited by (1) laws relating to
      bankruptcy, insolvency, reorganization, receivership or moratorium, (2)
      other laws relating to or affecting the rights of creditors generally, (3)
      general equity principles (regardless of whether such enforcement is
      considered in a proceeding in equity or at law) or (4) public policy
      considerations underlying the securities laws, to the extent that such
      public policy considerations limit the enforceability of the provisions of
      this Agreement that purport to provide indemnification from liabilities
      under applicable securities laws.

            Such opinion may express its reliance as to factual matters on,
among other things specified in such opinion, the representations and warranties
made by, and on certificates or other documents furnished by officers of, the
parties to this Agreement.

            In rendering the opinions expressed above, such counsel may limit
such opinions to matters governed by the federal laws of the United States and
the corporate laws of the State of Delaware and the State of New York, as
applicable.

            (g) Such other opinions of counsel as any Rating Agency may request
in connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or the Seller's execution and delivery of, or performance under, this Agreement.

            (h) A letter from Deloitte & Touche, certified public accountants,
dated the date hereof, to the effect that they have performed certain specified
procedures as a result of which they determined that certain information of an
accounting, financial or statistical nature set forth in the Memorandum and the
Prospectus Supplement agrees with the records of the Seller.

            (i) Such further certificates, opinions and documents as the
Purchaser may reasonably request.

            (j) An officer's certificate of the Purchaser, dated as of the
Closing Date, with the resolutions of the Purchaser authorizing the transactions
described herein attached thereto, together with certified copies of the
charter, by-laws and certificate of good standing of the Purchaser dated not
earlier than 30 days prior to the Closing Date.

            (k) Such other certificates of the Purchaser's officers or others
and such other documents to evidence fulfillment of the conditions set forth in
this Agreement as the Seller or its counsel may reasonably request.

            (l) An executed Bill of Sale in the form attached hereto as Exhibit
4.

            Section 8. Costs. The Seller shall pay the Purchaser the costs and
expenses as agreed upon by the Seller and the Purchaser in a separate Letter of
Understanding dated December 1, 2002.

            Section 9. Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Dean
Witter Capital I Inc., 1585 Broadway, New York, New York 10036, Attention:
Cecilia Tarrant, with a copy to Michelle Wilke (or such other address as may
hereafter be furnished in writing by the Purchaser), or (ii) if to the Seller,
addressed to Prudential Mortgage Capital Funding, LLC at Four Gateway Center,
8th Floor, 100 Mulberry Street, Newark, New Jersey 07102, Attention: John Kelly
(or such other address as may hereafter be furnished in writing by the Seller).

            Section 10. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

            Section 11. Further Assurances. The Seller and the Purchaser each
agree to execute and deliver such instruments and take such actions as the other
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement and the Pooling and Servicing
Agreement.

            Section 12. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.

            Section 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

            Section 14. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to effect the purposes
of the Pooling and Servicing Agreement and, upon such assignment, the Trustee
shall succeed to the rights and obligations hereunder of the Purchaser. No owner
of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.

            Section 15. Miscellaneous. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
rights and obligations of the Seller under this Agreement shall not be assigned
by the Seller without the prior written consent of the Purchaser, except that
any person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller is a party, or any person succeeding to the entire business of the Seller
shall be the successor to the Seller hereunder.

            Section 16. Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.


            IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.

                                       PRUDENTIAL MORTGAGE CAPITAL FUNDING,
                                          LLC

                                       By:____________________________________
                                          Name:
                                          Title:


                                       MORGAN STANLEY DEAN WITTER CAPITAL I INC.



                                       By:____________________________________
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE

<TABLE>
<CAPTION>
LOAN      MORTGAGE LOAN  LOAN       PROPERTY                                                                  ZIP     PROPERTY
POOL NO.  SELLER         NUMBER     NAME                                          CITY               STATE    CODE    TYPE
-----------------------------------------------------------------------------------------------------------------------------------
<C>      <C>            <C>       <S>                                           <C>                  <C>     <C>    <C>
3         PMCC           6104705    The Richards Building                         Cambridge            MA     02139  Office
8         PMCC           6104699    Evergreen Plaza                               Staten Island        NY     10306  Retail
10        PMCC           6104685    Riverland Woods Apartments                    Charleston           SC     29412  Multifamily
11        PMCC           6104700    Village Greens Shopping Center                Staten Island        NY     10312  Retail
12        PMCC           6103806    Bethany Village Centre                        Portland             OR     97229  Retail
18        PMCC           6103995    Magnolia Ridge Apartments                     Metairie             LA     70002  Multifamily
21        PMCC           6104689    The Physicians Centre Medical Office Building Bryan                TX     77802  Office
25        PMCC           6104723    Highlands Business Park                       Warrensville Heights OH     44128  Industrial
34        PMCC           6104692    Villa San Marco Apartments                    Tallahassee          FL     32304  Multifamily
37        PMCC           6104650    Chicago & Kedzie Shopping Center              Chicago              IL     60651  Retail
38        PMCC           6104711    Encino Park Apartments                        San Angelo           TX     76904  Multifamily
41        PMCC           6104740    EZ Storage - Bowie                            Bowie                MD     20715  Self Storage
43        PMCC           6104729    Town Center Heights Apartments                Portland             OR     97266  Multifamily
45        PMCC           6104724    LA County Industrial Building                 Santa Fe Springs     CA     90670  Industrial
50        PMCC           6104703    Palo Alto Office Building                     Palo Alto            CA     94304  Office
61        PMCC           6104744    Emerald Pointe Apartments                     Tucson               AZ     85710  Multifamily
70        PMCC           6104666    Americana Shopping Center                     Mountain View        CA     94040  Retail
91        PMCC           6104742    Rainbow Professional Center II                Las Vegas            NV     89146  Office
106       PMCC           6104678    McMinnville Town Center                       McMinnville          OR     97128  Retail


<CAPTION>

PROPERTY                    ORIGINAL       CUT-OFF          MASTER     MASTER SERVICING   PRIMARY      SUB-SERVICING  PRIMARY EXCESS
SUB-TYPE                    BALANCE        BALANCE          FEE          EXCESS FEE        FEE            FEE            SERVICING
-----------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>            <C>                <C>              <C>           <C>              <C>             <C>
Urban                      $33,000,000    $32,944,519        2                5             1                0               5
Anchored                   $18,300,000    $18,281,747        2                5             1                0               5
Garden                     $17,250,000    $17,204,441        2                5             1                0               3
Anchored                   $15,200,000    $15,184,606        2                5             1                0               0
Anchored                   $13,140,000    $13,129,419        2                5             1                0               5
Garden                      $9,900,000     $9,890,768        2                5             1                0               0
Medical                     $8,775,000     $8,742,379        2                5             1                0               0
Flex Industrial             $8,300,000     $8,286,896        2                5             1                0               0
Garden                      $6,500,000     $6,488,431        2                5             1                0               0
Anchored                    $6,100,000     $6,087,215        2                5             1                0               0
Garden                      $5,800,000     $5,789,466        2                5             1                0               0
Self Storage                $5,350,000     $5,342,244        2                5             1                0               0
Garden                      $5,100,000     $5,094,942        2                5             1                0               5
Warehouse                   $5,044,550     $5,039,283        2                5             1                0               5
Urban                       $4,000,000     $3,975,259        2                5             1                0               0
Garden                      $3,400,000     $3,396,583        2                5             1                0               0
Anchored                    $3,140,000     $2,962,306        2                5             1                0               0
Suburban                    $2,355,000     $2,352,787        2                5             1                0               5
Shadow Anchored             $2,100,000     $2,097,509        2                5             1                0               0

TOTALS/WEIGHTED AVERAGES: $172,754,550   $172,290,800
</TABLE>


<PAGE>

                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

            1.  Mortgage Loan  Schedule.  The  information  set forth in the
Mortgage Loan Schedule is complete,  true and correct in all material respects
as of the date of this Agreement and as of the Cut-Off Date.

            2.  Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is
a whole loan and not a participation interest in a mortgage loan. Immediately
prior to the transfer to the Purchaser of the Mortgage Loans, the Seller had
good title to, and was the sole owner of, each Mortgage Loan. The Seller has
full right, power and authority to transfer and assign each of the Mortgage
Loans to or at the direction of the Purchaser and has validly and effectively
conveyed (or caused to be conveyed) to the Purchaser or its designee all of the
Seller's legal and beneficial interest in and to the Mortgage Loans free and
clear of any and all pledges, liens, charges, security interests and/or other
encumbrances. The sale of the Mortgage Loans to the Purchaser or its designee
does not require the Seller to obtain any governmental or regulatory approval or
consent that has not been obtained. None of the Mortgage Loan documents
restricts the Seller's right to transfer the Mortgage Loan to the Purchaser or
to the Trustee.

            3.  Payment Record. No scheduled payment of principal and interest
under any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and
no Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.

            4.  Lien; Valid Assignment. The Mortgage related to and delivered
in connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the marketability or current use or operation of the Mortgaged
Property or the current ability of the Mortgaged Property to generate operating
income sufficient to service the Mortgage Loan debt and (e) if such Mortgage
Loan is cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan (the foregoing items (a) through (e) being
herein referred to as the "Permitted Encumbrances"). The related assignment of
such Mortgage executed and delivered in favor of the Trustee is in recordable
form and constitutes a legal, valid and binding assignment, sufficient to convey
to the assignee named therein all of the assignor's right, title and interest
in, to and under such Mortgage. Such Mortgage, together with any separate
security agreements, chattel mortgages or equivalent instruments, establishes
and creates a valid and, subject to the exceptions set forth in paragraph 13
below, enforceable security interest in favor of the holder thereof in all of
the related Mortgagor's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel or an assisted living facility, the Mortgagor's personal
property includes all personal property that a prudent mortgage lender making a
similar Mortgage Loan would deem reasonably necessary to operate the related
Mortgaged Property as it is currently being operated. A Uniform Commercial Code
financing statement has been filed and/or recorded in all places necessary to
perfect a valid security interest in such personal property, to the extent a
security interest may be so created therein, and such security interest is a
first priority security interest, subject to any prior purchase money security
interest in such personal property and any personal property leases applicable
to such personal property. Notwithstanding the foregoing, no representation is
made as to the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or actions other
than the filing of Uniform Commercial Code financing statements are required in
order to effect such perfection.

            5.  Assignment of Leases and Rents. The Assignment of Leases related
to and delivered in connection with each Mortgage Loan establishes and creates a
valid, subsisting and, subject to the exceptions set forth in paragraph 13
below, enforceable first priority lien and first priority security interest in
the related Mortgagor's interest in all leases, sub-leases, licenses or other
agreements pursuant to which any person is entitled to occupy, use or possess
all or any portion of the real property subject to the related Mortgage, and
each assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases.

            6.  Mortgage Status; Waivers and Modifications. No Mortgage has
been satisfied, cancelled, rescinded or subordinated in whole or in part, and
the related Mortgaged Property has not been released from the lien of such
Mortgage, in whole or in part (except for partial reconveyances of real property
that are set forth on Schedule A to Exhibit 2), nor has any instrument been
executed that would effect any such satisfaction, cancellation, subordination,
rescission or release, in any manner that, in each case, materially adversely
affects the value of the related Mortgaged Property. None of the terms of any
Mortgage Note, Mortgage or Assignment of Leases has been impaired, waived,
altered or modified in any respect, except by written instruments, all of which
are included in the related Mortgage File and none of the Mortgage Loans has
been materially modified since October 7, 2002.

            7.  Condition of Property; Condemnation. With respect to the
Mortgaged Properties securing the Mortgage Loans that were the subject of an
engineering report issued after the first day of the month that is 18 months
prior to the Closing Date as set forth on Schedule A to this Exhibit 2, each
Mortgaged Property is, to the Seller's knowledge, free and clear of any damage
(or adequate reserves therefor have been established based on the engineering
report) that would materially and adversely affect its value as security for the
related Mortgage Loan and (ii) with respect to the Mortgaged Properties securing
the Mortgage Loans that were not the subject of an engineering report 18 months
prior to the Closing Date as set forth on Schedule A to this Exhibit 2, each
Mortgaged Property is in good repair and condition and all building systems
contained therein are in good working order (or adequate reserves therefor have
been established) and each Mortgaged Property is free of structural defects, in
each case, that would materially and adversely affect its value as security for
the related Mortgage Loan as of the date hereof. The Seller has received no
notice of the commencement of any proceeding for the condemnation of all or any
material portion of any Mortgaged Property. To the Seller's knowledge (based on
surveys and/or title insurance obtained in connection with the origination of
the Mortgage Loans), as of the date of the origination of each Mortgage Loan,
all of the material improvements on the related Mortgaged Property that were
considered in determining the appraised value of the Mortgaged Property lay
wholly within the boundaries and building restriction lines of such property,
except for encroachments that are insured against by the lender's title
insurance policy referred to herein or that do not materially and adversely
affect the value or marketability of such Mortgaged Property, and no
improvements on adjoining properties materially encroached upon such Mortgaged
Property so as to materially and adversely affect the value or marketability of
such Mortgaged Property, except those encroachments that are insured against by
the Title Policy referred to herein.

            8.  Title Insurance. Each Mortgaged Property is covered by an
American Land Title Association (or an equivalent form of) lender's title
insurance policy, a pro forma policy or a marked-up title insurance commitment
(on which the required premium has been paid) which evidences such title
insurance policy (the "Title Policy") in the original principal amount of the
related Mortgage Loan after all advances of principal. Each Title Policy insures
that the related Mortgage is a valid first priority lien on such Mortgaged
Property, subject only to Permitted Encumbrances. Each Title Policy (or, if it
has yet to be issued, the coverage to be provided thereby) is in full force and
effect, all premiums thereon have been paid and no material claims have been
made thereunder and no claims have been paid thereunder. No holder of the
related Mortgage has done, by act or omission, anything that would materially
impair the coverage under such Title Policy. Immediately following the transfer
and assignment of the related Mortgage Loan to the Trustee, such Title Policy
(or, if it has yet to be issued, the coverage to be provided thereby) will inure
to the benefit of the Trustee without the consent of or notice to the insurer.
To the Seller's knowledge, the insurer issuing such Title Policy is qualified to
do business in the jurisdiction in which the related Mortgaged Property is
located.

            9.  No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement that must be satisfied as a condition to
disbursements of any funds escrowed for such purpose have been complied with on
or before the Closing Date, or any such funds so escrowed have not been
released.

            10.  Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary and
enforceable provisions (subject to the exceptions set forth in paragraph 13)
such as to render the rights and remedies of the holder thereof adequate for the
practical realization against the related Mortgaged Property of the principal
benefits of the security intended to be provided thereby.

            11.  Trustee under Deed of Trust. If any Mortgage is a deed of
trust, (1) a trustee, duly qualified under applicable law to serve as such, is
properly designated and serving under such Mortgage, and (2) no fees or expenses
are payable to such trustee by the Seller, the Purchaser or any transferee
thereof except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.

            12.  Environmental Conditions.

            (i)  With respect to the Mortgaged Properties securing the Mortgage
Loans that were the subject of an environmental site assessment after the first
day of the month that is 18 months prior to the Closing Date as set forth on
Schedule A to this Exhibit 2, an environmental site assessment, or an update of
a previous such report, was performed with respect to each Mortgaged Property in
connection with the origination or the acquisition of the related Mortgage Loan,
a report of each such assessment (or the most recent assessment with respect to
each Mortgaged Property) (an "Environmental Report") has been delivered to the
Purchaser, and the Seller has no knowledge of any material and adverse
environmental condition or circumstance affecting any Mortgaged Property that
was not disclosed in such report. Each Mortgage requires the related Mortgagor
to comply with all applicable federal, state and local environmental laws and
regulations. Where such assessment disclosed the existence of a material and
adverse environmental condition or circumstance affecting any Mortgaged
Property, (i) a party not related to the Mortgagor was identified as the
responsible party for such condition or circumstance or (ii) environmental
insurance covering such condition was obtained or must be maintained until the
condition is remediated or (iii) the related Mortgagor was required either to
provide additional security that was deemed to be sufficient by the originator
in light of the circumstances and/or to establish an operations and maintenance
plan. In connection with the origination of each Mortgage Loan, each
environmental consultant has represented in such Environmental Report or in a
supplement letter that the environmental assessment of the applicable Mortgaged
Property was conducted utilizing generally accepted Phase I industry standards
using the American Society for Testing and Materials (ASTM) Standard Practice E
1527-00.

            (ii)  With respect to the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an environmental site assessment meeting ASTM
Standards after the First day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, (i) no Hazardous
Material is present on such Mortgaged Property such that (1) the value, use or
operation of such Mortgaged Property is materially and adversely affected or (2)
under applicable federal, state or local law, (a) such Hazardous Material could
be required to be eliminated at a cost materially and adversely affecting the
value of the Mortgaged Property before such Mortgaged Property could be altered,
renovated, demolished or transferred or (b) the presence of such Hazardous
Material could (upon action by the appropriate governmental authorities) subject
the owner of such Mortgaged Property, or the holders of a security interest
therein, to liability for the cost of eliminating such Hazardous Material or the
hazard created thereby at a cost materially and adversely affecting the value of
the Mortgaged Property, and (ii) such Mortgaged Property is in material
compliance with all applicable federal, state and local laws pertaining to
Hazardous Materials or environmental hazards, any noncompliance with such laws
does not have a material adverse effect on the value of such Mortgaged Property
and neither Seller nor, to Seller's knowledge, the related Mortgagor or any
current tenant thereon, has received any notice of violation or potential
violation of any such law.

      "Hazardous Materials" means gasoline, petroleum products, explosives,
      radioactive materials, polychlorinated biphenyls or related or similar
      materials, and any other substance, material or waste as may be defined as
      a hazardous or toxic substance by any federal, state or local
      environmental law, ordinance, rule, regulation or order, including without
      limitation, the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980, as amended (42 U.S.C.ss.ss.9601 et seq.), the
      Hazardous Materials Transportation Act as amended (42 U.S.C.ss.ss.6901 et
      seq.), the Resource Conservation and Recovery Act, as amended (42
      U.S.C.ss.ss.6901 et seq.), the Federal Water Pollution Control Act as
      amended (33 U.S.C.ss.ss.1251 et seq.), the Clean Air Act as amended (42
      U.S.C.ss.ss.1251 et seq.) and any regulations promulgated pursuant
      thereto.

Each Mortgage requires the related Mortgagor to comply with all applicable
federal, state and local environmental laws or regulations.

            13.  Loan Document Status. Each Mortgage Note, Mortgage and other
agreement that evidences or secures such Mortgage Loan and was executed by or on
behalf of the related Mortgagor is the legal, valid and binding obligation of
the maker thereof (subject to any non-recourse provisions contained in any of
the foregoing agreements and any applicable state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally, and by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law) and there is
no valid defense, counterclaim or right of offset or rescission available to the
related Mortgagor with respect to such Mortgage Note, Mortgage or other
agreement.

            14.  Insurance. Each Mortgaged Property is, and is required pursuant
to the related Mortgage to be, insured by (a) a fire and extended perils
insurance policy providing coverage against loss or damage sustained by reason
of fire, lightning, windstorm, hail, explosion, riot, riot attending a strike,
civil commotion, aircraft, vehicles and smoke, and, to the extent required as of
the date of origination by the originator of such Mortgage Loan consistent with
its normal commercial mortgage lending practices, against other risks insured
against with respect to similarly situated properties in the locality of the
Mortgaged Property (so-called "All Risk" coverage) in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements located at the Mortgaged Property, and
contains no provisions for a deduction for depreciation, and not less than the
amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property; (b) a business interruption or rental loss
insurance policy, in an amount at least equal to six months of operations of the
Mortgaged Property; (c) a flood insurance policy (if any portion of buildings or
other structures on the Mortgaged Property are located in an area identified by
the Federal Emergency Management Agency as having special flood hazards and the
Federal Emergency Management Agency requires flood insurance to be maintained);
and (d) a comprehensive general liability insurance policy in amounts as are
generally required by commercial mortgage lenders, for properties of similar
types and in any event not less than $1 million per occurrence. Such insurance
policy contains a standard mortgagee clause that names the mortgagee as an
additional insured in the case of liability insurance policies and as a loss
payee in the case of property insurance policies and requires prior notice to
the holder of the Mortgage of termination or cancellation. No such notice has
been received, including any notice of nonpayment of premiums, that has not been
cured. Each Mortgage obligates the related Mortgagor to maintain all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from such Mortgagor. Each Mortgage provides that
casualty insurance proceeds will be applied (a) to the restoration or repair of
the related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Mortgagor, or (c) to the reduction of the principal
amount of the Mortgage Loan. For each Mortgaged Property located in a Zone 3 or
Zone 4 seismic zone, either: (i) a seismic report which indicated a PML of less
than 20% was prepared, based on a 450 or 475-year lookback with a 10%
probability of exceedance in a 50-year period, in connection with the
origination of the Mortgage Loan secured by such Mortgaged Property or (ii) the
improvements for the Mortgaged Property are insured against earthquake damage.

            15.  Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the
related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered delinquent or unpaid
until the date on which interest or penalties would be first payable thereon.

            16.  Mortgagor Bankruptcy. No Mortgagor is, to the Seller's
knowledge, a debtor in any state or federal bankruptcy or insolvency proceeding.

            17.  Leasehold Estate. Each Mortgaged Property consists of a fee
simple estate in real estate or, if the related Mortgage Loan is secured in
whole or in part by the interest of a Mortgagor as a lessee under a ground lease
of a Mortgaged Property (a "Ground Lease"), by the related Mortgagor's interest
in the Ground Lease but not by the related fee interest in such Mortgaged
Property (the "Fee Interest"), and as to such Ground Leases:

                  (i) Such Ground Lease or a memorandum thereof has been or will
      be duly recorded; such Ground Lease (or the related estoppel letter or
      lender protection agreement between the Seller and related lessor) does
      not prohibit the current use of the Mortgaged Property and does not
      prohibit the interest of the lessee thereunder to be encumbered by the
      related Mortgage; and there has been no material change in the payment
      terms of such Ground Lease since the origination of the related Mortgage
      Loan, with the exception of material changes reflected in written
      instruments that are a part of the related Mortgage File;

                  (ii) The lessee's interest in such Ground Lease is not subject
      to any liens or encumbrances superior to, or of equal priority with, the
      related Mortgage, other than Permitted Encumbrances;

                  (iii) The Mortgagor's interest in such Ground Lease is
      assignable to the Purchaser and the Trustee as its assignee upon notice
      to, but without the consent of, the lessor thereunder (or, if such consent
      is required, it has been obtained prior to the Closing Date) and, in the
      event that it is so assigned, is further assignable by the Purchaser and
      its successors and assigns upon notice to, but without the need to obtain
      the consent of, such lessor or if such lessor's consent is required it
      cannot be unreasonably withheld;

                  (iv) Such Ground Lease is in full force and effect, and the
      Ground Lease provides that no material amendment to such Ground Lease is
      binding on a mortgagee unless the mortgagee has consented thereto, and the
      Seller has received no notice that an event of default has occurred
      thereunder, and, to the Seller's knowledge, there exists no condition
      that, but for the passage of time or the giving of notice, or both, would
      result in an event of default under the terms of such Ground Lease;

                  (v) Such Ground Lease, or an estoppel letter or other
      agreement, (A) requires the lessor under such Ground Lease to give notice
      of any default by the lessee to the holder of the Mortgage; and (B)
      provides that no notice of termination given under such Ground Lease is
      effective against the holder of the Mortgage unless a copy of such notice
      has been delivered to such holder and the lessor has offered or is
      required to enter into a new lease with such holder on terms that do not
      materially vary from the economic terms of the Ground Lease.

                  (vi) A mortgagee is permitted a reasonable opportunity
      (including, where necessary, sufficient time to gain possession of the
      interest of the lessee under such Ground Lease) to cure any default under
      such Ground Lease, which is curable after the receipt of notice of any
      such default, before the lessor thereunder may terminate such Ground
      Lease;

                  (vii) Such Ground Lease has an original term (including any
      extension options set forth therein) which extends not less than twenty
      years beyond the Stated Maturity Date of the related Mortgage Loan;

                  (viii) Under the terms of such Ground Lease and the related
      Mortgage, taken together, any related insurance proceeds or condemnation
      award awarded to the holder of the ground lease interest will be applied
      either (A) to the repair or restoration of all or part of the related
      Mortgaged Property, with the mortgagee or a trustee appointed by the
      related Mortgage having the right to hold and disburse such proceeds as
      the repair or restoration progresses (except in such cases where a
      provision entitling a third party to hold and disburse such proceeds would
      not be viewed as commercially unreasonable by a prudent commercial
      mortgage lender), or (B) to the payment of the outstanding principal
      balance of the Mortgage Loan together with any accrued interest thereon;
      and

                  (ix) Such Ground Lease does not impose any restrictions on
      subletting which would be viewed as commercially unreasonable by prudent
      commercial mortgage lenders lending on a similar Mortgaged Property in the
      lending area where the Mortgaged Property is located; and such Ground
      Lease contains a covenant that the lessor thereunder is not permitted, in
      the absence of an uncured default, to disturb the possession, interest or
      quiet enjoyment of the lessee thereunder for any reason, or in any manner,
      which would materially adversely affect the security provided by the
      related Mortgage.

                  (x) Such Ground Lease requires the Lessor to enter into a new
      lease upon termination of such Ground Lease if the Ground Lease is
      rejected in a bankruptcy proceeding.

            18.  Escrow Deposits. All escrow deposits and payments relating to
each Mortgage Loan that are, as of the Closing Date, required to be deposited or
paid have been so deposited or paid.

            19.  LTV Ratio. The gross proceeds of each Mortgage Loan to the
related Mortgagor at origination did not exceed the non-contingent principal
amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an
interest in real property having a fair market value (i) at the date the
Mortgage Loan was originated, at least equal to 80 percent of the original
principal balance of the Mortgage Loan or (ii) at the Closing Date, at least
equal to 80 percent of the principal balance of the Mortgage Loan on such date;
provided that for purposes hereof, the fair market value of the real property
interest must first be reduced by (x) the amount of any lien on the real
property interest that is senior to the Mortgage Loan and (y) a proportionate
amount of any lien that is in parity with the Mortgage Loan (unless such other
lien secures a Mortgage Loan that is cross-collateralized with such Mortgage
Loan, in which event the computation described in clauses (a)(i) and (a)(ii) of
this paragraph 19 shall be made on a pro rata basis in accordance with the fair
market values of the Mortgaged Properties securing such cross-collateralized
Mortgage Loans); or (b) substantially all the proceeds of such Mortgage Loan
were used to acquire, improve or protect the real property that served as the
only security for such Mortgage Loan (other than a recourse feature or other
third party credit enhancement within the meaning of Treasury Regulations
Section 1.860G-2(a)(1)(ii)).

            20.  Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

            21.  Advancement of Funds by the Seller. No holder of a Mortgage
Loan has advanced funds or induced, solicited or knowingly received any advance
of funds from a party other than the owner of the related Mortgaged Property,
directly or indirectly, for the payment of any amount required by such Mortgage
Loan.

            22.  No Mechanics' Liens. Each Mortgaged Property is free and clear
of any and all mechanics' and materialmen's liens that are prior or equal to the
lien of the related Mortgage, except, in each case, for liens insured against by
the Title Policy referred to herein, and no rights are outstanding that under
law could give rise to any such lien that would be prior or equal to the lien of
the related Mortgage except, in each case, for liens insured against by the
Title Policy referred to herein.

            23.  Compliance with Usury Laws. Each Mortgage Loan complied with
(or is exempt from) all applicable usury laws in effect at its date of
origination.

            24.  Cross-collateralization. No Mortgage Loan is
cross-collateralized or cross-defaulted with any loan other than one or more
other Mortgage Loans.

            25.  Releases of Mortgaged Property. Except as described in the
next sentence, no Mortgage Note or Mortgage requires the mortgagee to release
all or any material portion of the related Mortgaged Property that was included
in the appraisal for such Mortgaged Property, and/or generates income from the
lien of the related Mortgage except upon payment in full of all amounts due
under the related Mortgage Loan or in connection with the defeasance provisions
of the related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule A hereto require the mortgagee to grant releases of
portions of the related Mortgaged Properties upon (a) the satisfaction of
certain legal and underwriting requirements and/or (b) the payment of a release
price and prepayment consideration in connection therewith. Except as described
in the first sentence hereof and for those Mortgage Loans identified on Schedule
A, no Mortgage Loan permits the full or partial release or substitution of
collateral unless the mortgagee or servicer can require the Mortgagor to provide
an opinion of tax counsel to the effect that such release or substitution of
collateral (a) would not constitute a "significant modification" of such
Mortgage Loan within the meaning of Treas. Reg. ss.1.1001-3 and (b) would not
cause such Mortgage Loan to fail to be a "qualified mortgage" within the meaning
of Section 860G(a)(3)(A) of the Code. The loan documents require the related
Mortgagor to bear the cost of such opinion.

            26.  No Equity Participation or Contingent Interest. No Mortgage
Loan contains any equity participation by the lender or provides for negative
amortization (except that the ARD Loan may provide for the accrual of interest
at an increased rate after the Anticipated Repayment Date) or for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property.

            27.  No Material Default. To the Seller's knowledge, there exists
no material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller in any of paragraphs 3, 7, 12,
14, 15, 16 and 17 of this Exhibit 2.

            28. Inspections. The Seller (or if the Seller is not the originator,
the originator of the Mortgage Loan) has inspected or caused to be inspected
each Mortgaged Property in connection with the origination of the related
Mortgage Loan.

            29.  Local Law Compliance. Based on due diligence considered
reasonable by prudent commercial mortgage lenders in the lending area where the
Mortgaged Property is located, the improvements located on or forming part of
each Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.

            30.  Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien junior to the lien of the related Mortgage.

            31.  Actions Concerning Mortgage Loans. To the knowledge of the
Seller, there are no actions, suits or proceedings before any court,
administrative agency or arbitrator concerning any Mortgage Loan, Mortgagor or
related Mortgaged Property that might adversely affect title to the Mortgaged
Property or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.

            32.  Servicing. The servicing and collection practices used by the
Seller or any prior holder or servicer of each Mortgage Loan have been in all
material respects legal, proper and prudent and have met customary industry
standards.

            33.  Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan or as of the date of
the sale of the related Mortgage Loan by the Seller hereunder, the related
Mortgagor was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated.

            34.  Collateral in Trust. The Mortgage Note for each Mortgage Loan
is not secured by a pledge of any collateral that has not been assigned to the
Purchaser.

            35. Due on Sale. Each Mortgage Loan contains a "due on sale" clause,
which provides for the acceleration of the payment of the unpaid principal
balance of the Mortgage Loan if, without prior written consent of the holder of
the Mortgage, the property subject to the Mortgage or any material portion
thereof, or a controlling interest in the related Mortgagor, is transferred,
sold or encumbered by a junior mortgage or deed of trust; provided, however,
that certain Mortgage Loans provide a mechanism for the assumption of the loan
by a third party upon the Mortgagor's satisfaction of certain conditions
precedent, and upon payment of a transfer fee, if any, or transfer of interests
in the Mortgagor or constituent entities of the Mortgagor to a third party or
parties related to the Mortgagor upon the Mortgagor's satisfaction of certain
conditions precedent.

            36.  Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Mortgagor, provided that at least one natural person
(and the Mortgagor if the Mortgagor is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.

            37.  Reserved.

            38.  REMIC Eligibility. Each Mortgage Loan is a "qualified
mortgage" as such term is defined in Section 860G(a)(3) of the Code (without
regard to Treasury Regulations Section 1.860G-2(f)(2), which treats certain
defective mortgage loans as qualified mortgages). The Seller does not have
knowledge of any facts or circumstances which would cause a court of competent
jurisdiction to find that the Seller had "improper knowledge" (as the term is
defined in Treasury Regulation 1.856-6(b)(3)) such that the related Mortgaged
Property would fail to qualify as "foreclosure property" within the meaning of
IRC Section 860(a)(8).

            39.  Reserved.

            40.  Prepayment Premiums. As of the applicable date of origination
of each such Mortgage Loan, any prepayment premiums and yield maintenance
charges payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted customary prepayment premiums and yield maintenance
charges for commercial mortgage loans of the Seller.

            41.  Loan Provisions. No Mortgage Loan contains a provision that by
its terms would automatically or at the unilateral option of the Mortgagor cause
such Mortgage Loan not be a "qualified mortgage" as such term is defined in
Section 860G(a)(3) of the Code.

            42.  Single Purpose Entity. The Mortgagor on each Mortgage Loan
with a Cut-Off Date Principal Balance in excess of $10 million, was, as of the
origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a
"Single Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one or more of the
Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging
in any business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any assets other than those related to its interest in, and operation of,
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person (other than a Mortgagor for a Mortgage Loan that is
cross-collateralized and cross-defaulted with the related Mortgage Loan), and
that it holds itself out as a legal entity, separate and apart from any other
person.

            43.  Defeasance and Assumption Costs. The related Mortgage Loan
Documents provide that the related borrower is responsible for the payment of
all reasonable costs and expenses of the Lender incurred in connection with (i)
the defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and (ii) the approval of an assumption of such Mortgage Loan.

            44.  Defeasance. No Mortgage Loan provides that it can be defeased
until a date that is more than two years after the Closing Date or provides that
it can be defeased with any property other than government securities (as
defined in Section 2(a)(16) of the Investment Company Act of 1940, as amended)
or any direct non-callable security issued or guaranteed as to principal or
interest by the United States.

            45. Terrorism Insurance Summary Report. The information set forth on
Schedule C hereto, was true and correct in all material respects as of November
25, 2002.

<PAGE>

                                   Schedule A

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
                       REGARDING INDIVIDUAL MORTGAGE LOANS
                             (Prudential - 2002-IQ3)

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

REP NO.   MORTGAGE LOAN NO.          EXPLANATION
--------------------------------------------------------------------------------


                                SCHEDULE A-6

          MORTGAGE STATUS; WAIVERS AND MODIFICATIONS - EXCEPTIONS

          Loan No. 6104699 (Evergreen Plaza Shopping Center). The Mortgage
Loan was modified pursuant to that certain Modification of Amended,
Restated and Consolidated Mortgage and Security Agreement dated as of
November 22, 2002, modifying the provisions relating to the release of
funds held in the Holdback Reserve.

          Loan No. 6104689 (The Physicians Centre Medical Office Building).
The Mortgage Loan was modified pursuant to that certain Modification
Agreement dated as of November 1, 2002, modifying the interest rate
provision to remove the 10 basis point increase in the interest rate.

          Loan No. 6104666 (Americana Shopping Center). The Subordination
and Modification Agreement was executed on October 8, 2002. The Seller
acquired this Mortgage Loan on October 11, 2002.

          Various Mortgage Loans. The Mortgage Loans listed below closed
after October 7, 2002. With respect to these Mortgage Loans, the
representation that the Mortgage Loans have not been materially modified
since October 7, 2002 is not applicable.

          Loan No. 6104744 (Emerald Pointe Apartments)

          Loan No. 6104729 (Town Center Heights Apartments)

          Loan No. 6104724 (LA County Industrial Building)

          Loan No. 6104740 (EZ Storage - Bowie)

          Loan No. 6104742 (Rainbow Professional Center II)

          Loan No. 6103995 (Magnolia Ridge Apartments )

          Loan No. 6104703 (Palo Alto Office Building)

          Loan No. 6104650 (Chicago & Kedzie Shopping Center)

          Loan No. 6104700 (Village Greens Shopping Center)

          Loan No. 6104699 (Evergreen Plaza Shopping Center)



<PAGE>



                                SCHEDULE A-7

              CONDITION OF PROPERTY; CONDEMNATION - EXCEPTIONS

          Loan No. 6103995 (Magnolia Ridge Apartments ). The related
borrower was notified that the Louisiana Department of Transportation was
condemning approximately 0.098 of an acre for access road widening. The
condemned portion of the Mortgaged Property is located along a highway in
the northwest corner of the Mortgaged Property. An Order for Expropriation
provides for compensation to the related borrower in the amount of
$230,000.00 and the State has deposited such amount with the applicable
court. This deposit entitles the State to ownership and use of the
condemned property. The related borrower is permitted to contest the level
of compensation in court. A portion of the Mortgaged Property's signage and
a few parking spaces are located on the condemned portion and must be
relocated. The related Mortgage Loan documents provide that the borrower
shall deposit any condemnation award with lender in a reserve. The related
Mortgage Loan documents obligate the borrower to relocate the sign and
restripe or pave new parking to bring the property into compliance with
applicable law and regulations and permit the use of the condemnation award
proceeds for such purpose before the earlier of 90 days after receipt of
the award and such earlier time as may be required by law, regulation or
agreement with the State. Excess proceeds are retained by the lender until
the State's construction in the vicinity of the property is completed and
12-month debt service coverage ratio and occupancy tests are satisfied,
whereupon, provided no event of default exists, such proceeds are released
to the borrower.



<PAGE>


                                SCHEDULE A-8

                        TITLE INSURANCE - EXCEPTIONS

          Loan No. 6104724 (LA County Industrial Building). A previous
owner of the Mortgaged Property has the option, pursuant to a certain
Addendum and Amendment to Purchase Agreement (the "Option Agreement"), to
acquire a piece of the Mortgaged Property which right is secured by an
option deed of trust that has been recorded on the land records. If the
previous owner exercises this right, the portion of the Mortgaged Property
encumbered by this right would need to be released from the collateral. At
the time of origination of the Mortgage Loan, Seller, as part of its
underwriting process, did not give any value to this portion of the
Mortgaged Property nor did it include any of the income from it, however,
the appraisal valued the entirety of the property for reference purposes.
If this reconveyance were to occur and release of the portion of the
Mortgaged Property were necessary, there is no release price for this
release because as stated above, Seller did not include the value of this
portion of the Mortgaged Property nor any of the income from it in its
underwriting analysis. The Option Agreement and the option deed of trust
were subordinated to the lien of the Mortgage.



<PAGE>

                               SCHEDULE A-13

                     LOAN DOCUMENT STATUS - EXCEPTIONS

          All Mortgage Loans. With respect to all of the Mortgage Loans,
certain provisions contained in the Mortgage Loan documents may be further
limited or rendered unenforceable by applicable law, but (subject to the
limitations set forth in the representation) such limitations on
enforceability will not render such Mortgage Loan documents invalid as a
whole or substantially interfere with the mortgagee's realization of the
principal benefits and/or security provided thereby.



<PAGE>


                               SCHEDULE A-14

                           INSURANCE - EXCEPTIONS

          All Mortgage Loans. With respect to all of the Mortgage Loans,
notwithstanding the requirements and standards set forth in paragraph 14(d)
of the representation, the Mortgage Loan documents for each of the Mortgage
Loans provides for a comprehensive general liability insurance policy in an
amount of not less than $1 million per occurrence.

          Loan No. 6104699 (Evergreen Plaza Shopping Center). Pathmark
Stores, Inc., one of the tenants at the related Mortgaged Property,
currently maintains its own insurance coverage as permitted pursuant to the
terms of its lease.



<PAGE>



                                    A-17-3
                                SCHEDULE A-17

                        LEASEHOLD ESTATE - EXCEPTIONS

            Loan  No.  6104666  (Americana  Shopping  Center).   Although  the
Mortgagor  is a lessee  under a ground  lease and the  Mortgaged  Property  is
secured by the Mortgagor's  leasehold interest in the Mortgaged Property,  the
Mortgage Loan is also secured by a fee interest  covering the entire Mortgaged
Property.

            Loan No.  6104703  (Palo  Alto  Office  Building).  The  following
table outlines the exceptions  from the required  representation  for the Palo
Alto Office Building Mortgage Loan:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
               REPRESENTATION                                EXCEPTION
------------------------------------------------------------------------------------------
<S>                                                 <C>
Sec. 17(v) - Such Ground Lease, or an estoppel      The estoppel letter only runs to the
letter or other agreement, (A)requires the          benefit of Seller, the trustee and/or
lessor under such Ground Lease to give notice       purchasing entity at securitization,
of any default by the lessee to the holder of       and the servicer.
the Mortgage; and (B) provides that no notice
of termination given under such Ground Lease        In addition, there is no general new
is effective against the holder of the              lease assurance, as it is required
Mortgage unless a copy of such notice has been      only in the event of a bankruptcy.
delivered to such holder and the lessor has
offered or is required to enter into a new
lease with such holder on terms that do not
materially vary from the economic terms of the
Ground Lease
------------------------------------------------------------------------------------------

Sec. 17(vi) - A mortgagee is permitted a            The estoppel letter only runs to the
reasonable opportunity (including, where            benefit of Seller, the trustee and/or
necessary, sufficient time to gain possession       purchasing entity at securitization,
of the interest of the lessee under such            and the servicer, not any mortgagee.
Ground Lease) to cure any default under such
Ground Lease, which is curable after the
receipt of notice of any such default, before
the lessor thereunder may terminate such
Ground Lease.
------------------------------------------------------------------------------------------

Sec. 17(vii) - Such Ground Lease has an             The Ground Lease expires in 2030,
original term (including any extension options      therefore the term extends only 18
set forth therein) which extends not less than      years beyond the Stated Maturity Date
twenty years beyond the Stated Maturity Date        of the related Mortgage Loan.
of the related Mortgage Loan
------------------------------------------------------------------------------------------
Sec. 17(ix) - Such Ground Lease does not            The ground lease is silent as to
impose any restrictions on subletting which         nondisturbance, however, there are
would be viewed as commercially unreasonable        restrictions on use and subletting
by prudent commercial mortgage lenders lending      such that the related Mortgaged
on a similar Mortgaged Property in the lending      Property can be used only for
area where the Mortgaged Property is located;       research-oriented industrial park
                                                    purposes and may be occupied only by
                                                    firms whose products require
                                                    substantial technological research.
                                                    Further,  lessee is required to
                                                    diligently look first for single
                                                    tenant occupants before subleasing to
                                                    multiple tenants, and retail users
                                                    are not permitted.
</TABLE>


<PAGE>

          Loan No. 6104678 (McMinnville Town Center). The following table
outlines the exceptions from the required representation for the
McMinnville Town Center Mortgage Loan:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
               REPRESENTATION                                EXCEPTION
------------------------------------------------------------------------------------------
<S>                                                 <C>
Sec. 17(v) - Such Ground Lease, or an               The ground lease and ground lessor
estoppel letter or other agreement, (A)             agreement do not specifically state
requires the lessor under such Ground Lease         that no termination is effective
to give notice of any default by the lessee         without notice of termination being
to the holder of the Mortgage; and (B)              given to the lender.  However, the
provides that no notice of termination given        ground lease may not be terminated
under such Ground Lease is effective against        without lender's prior consent unless
the holder of the Mortgage unless a copy of         there is a default that lender fails
such notice has been delivered to such holder       to cure under the notice and cure
and the lessor has offered or is required to        provisions (lender must get notice of
enter into a new lease with such holder on          default and has an additional period
terms that do not materially vary from the          of time beyond the tenant's period to
economic terms of the Ground Lease.                 cure) and the lender does have the
                                                    right to a new lease if terminated for
                                                    any reason.
------------------------------------------------------------------------------------------

Sec. 17(vii) - Such Ground Lease has an             The original maturity date of the
original term (including any extension              ground lease is September 16, 2032.
options set forth therein) which extends not        The Mortgage Loan matures November 1,
less than twenty years beyond the Stated            2012.  Therefore, the original term of
Maturity Date of the related Mortgage Loan.         the ground lease is approximately
                                                    about six weeks short of 20 years
                                                    beyond the maturity date.  The ground
                                                    lease does provide for one renewal
                                                    option of 22 years which may be
                                                    exercised if notice is sent at least
                                                    180 days prior to initial maturity
                                                    date.
------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


          Loan No. 6104705 (The Richards Building). The following table
outlines the exceptions from the required representation for The Richards
Building Mortgage Loan:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
               REPRESENTATION                                EXCEPTION
------------------------------------------------------------------------------------------
<S>                                                 <C>
Sec. 17(i) - ; such Ground Lease (or the            The mortgagee must be an Approved
related estoppel letter or lender protection        First Mortgagee.  The estoppel
agreement between the Seller and related            certificate indicates that Seller,
lessor) does not prohibit the current use of        the Trust and any Servicer
the Mortgaged Property and does not prohibit        (including any special servicer) are
the interest of the lessee thereunder to be         each an Approved First Mortgagee.
encumbered by the related Mortgage;
------------------------------------------------------------------------------------------

Sec. 17(ii) - The lessee's interest in such         The ground lease permits fee
Ground Lease is not subject to any liens or         mortgages so long as they do not
encumbrances superior to, or of equal priority      interfere with lessee's right or fee
with, the related Mortgage, other than              owner's ability to lease.
Permitted Encumbrances.
------------------------------------------------------------------------------------------

Sec. 17(iii) - The Mortgagor's interest in such     The mortgagee must be an Approved
Ground Lease is assignable to the Purchaser and     First Mortgagee.  The estoppel
the Trustee as its assignee upon notice to, but     certificate indicates that Seller,
without the consent of, the lessor thereunder       the Turst and any Servicer
(or, if such consent is required, it has been       (including any special servicer) are
obtained prior to the Closing Date) and, in the     each an Approved First Mortgagee.
event that it is so assigned, is further
assignable by the Purchaser and its successors      The fee owner has a right of first
and assigns upon notice to, but without the         refusal but it is not triggered by a
need to obtain the consent of, such lessor or       foreclosure or deed in lieu of
if such lessor's consent is required it cannot      foreclosure, nor the first sale
be unreasonably withheld.                           thereafter by the Approved First
                                                    Mortgagee or its nominee.
------------------------------------------------------------------------------------------

Sec. 17(vi) - A mortgagee is permitted a            If the default is not curable within
reasonable opportunity (including, where            the specified time period and it has
necessary, sufficient time to gain possession       a material adverse effect on the fee
of the interest of the lessee under such Ground     owner's interest, than mortgagee is
Lease) to cure any default under such Ground        not given an opportunity to cure.
Lease, which is curable after the receipt of
notice of any such default, before the lessor
thereunder may terminate such Ground Lease.
------------------------------------------------------------------------------------------
Sec. 17(ix) - Such Ground Lease does not impose     Any sublease cannot have a term
any restrictions on subletting which would be       which is greater than 10 years or
viewed as commercially unreasonable by prudent      pertain to space in excess of 25,000
commercial mortgage lenders lending on a            square feet without fee owner's
similar Mortgaged Property in the lending area      consent.
where the Mortgaged Property is located; and
such Ground Lease contains a covenant that the      The subtenants can request
lessor thereunder is not permitted, in the          non-disturbance agreements from the
absence of an uncured default, to disturb the       fee owner.
possession, interest or quiet enjoyment of the
lessee thereunder for any reason, or in any
manner, which would materially adversely affect
the security provided by the related Mortgage
</TABLE>



<PAGE>

                               SCHEDULE A-21

              ADVANCEMENT OF FUNDS BY THE SELLER - EXCEPTIONS

          All Mortgage Loans. With respect to all of the Mortgage Loans,
the representation is true, except for (i) interest accruing from the date
of origination of each of the Mortgage Loans or the date of disbursement of
Mortgage Loan proceeds, whichever is later, to the date which preceded by
30 days the first due date under the related Mortgage Note, and (ii) any
amounts paid by a tenant as specifically provided under a related lease.




<PAGE>


                               SCHEDULE A-25

                RELEASES OF MORTGAGED PROPERTY - EXCEPTIONS

          Loan No. 6104724 (LA County Industrial Building). A previous
owner of the Mortgaged Property has the option, pursuant to a certain
Addendum and Amendment to Purchase Agreement (the "Option Agreement"), to
acquire a piece of the Mortgaged Property which right is secured by an
option deed of trust that has been recorded on the land records. If the
previous owner exercises this right, the portion of the Mortgaged Property
encumbered by this right would need to be released from the collateral. At
the time of origination of the Mortgage Loan, Seller, as part of its
underwriting process, did not give any value to this portion of the
Mortgaged Property nor did it include any of the income from it, however,
the appraisal valued the entirety of the property for reference purposes.
If this reconveyance were to occur and release of the portion of the
Mortgaged Property were necessary, there is no release price for this
release because as stated above, Seller did not include the value of this
portion of the Mortgaged Property nor any of the income from it in its
underwriting analysis. The Option Agreement and the option deed of trust
were subordinated to the lien of the Mortgage.




<PAGE>

                               SCHEDULE A-29

                     LOCAL LAW COMPLIANCE - EXCEPTIONS

          Loan No. 6104689 (The Physicians Centre Medical Office Building).
There is no certificate of occupancy for a portion of the Mortgaged
Property leased to J&S Studies Inc. (the expansion space), due to the fact
that the tenant is in the process of building out this space.



<PAGE>

                               SCHEDULE A-32

                           SERVICING - EXCEPTIONS

            Loan No. 6104666 (Americana Shopping Center). The servicing and
collection practices used in connection with the related Mortgage Loan have
met customary industry standards from and after October 11, 2002.






<PAGE>




                               SCHEDULE A-35

                          DUE-ON-SALE - EXCEPTIONS

          All Mortgage Loans. With respect to all of the Mortgage Loans, in
addition to the exceptions set forth in representation itself, the Mortgage
Loan documents provide for transfers for reasons of family and estate
planning.

          The Mortgage Loan documents for the following Mortgage Loans
allow the members of the related borrower to incur debt in the future
secured by their interests in the related borrower, subject to certain
requirements as set forth in the related Mortgage Loan documents:

          Loan No. 6104685 (Riverland Woods Apartments)
          Loan No. 6104744 (Emerald Pointe Apartments)
          Loan No. 6104703 (Palo Alto Office Building)



<PAGE>







                                SCHEDULE A-36

                          NON-RECOURSE - EXCEPTIONS

          Loan No. 6104740 (EZ Storage - Bowie). A natural person is liable
for fraud and material misrepresentation and a corporation is liable for
all other recourse obligations.


          Loan No. 6104705 (The Richards Building). A natural person is not
liable for any of the recourse obligations. In addition, only the related
borrower, which is not a natural person, provided an environmental
indemnification. In lieu of an environmental indemnification from the
guarantor, the related borrower provided a pollution legal liability policy
in the amount of $17,000,000.


          Loan No. 6104666 (Americana Shopping Center). The Mortgage Loan
documents did not provide any indemnification for any of the recourse
obligations because borrower and all interested parties executed the
related Mortgage Note. In addition, a natural person did not provide an
environmental indemnification.



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


<PAGE>

                                   Schedule B

    List of Mortgagors that are Third-Party Beneficiaries Under Section 5(b)



                                      None

<PAGE>

                                   Schedule C
                      (Terrorism Insurance Summary Report)

            As required by representation number 45 (Terrorism Insurance Summary
Report), the following is a summary of the Terrorism Insurance with respect to
the Mortgage Loans:


<TABLE>
<CAPTION>

LOAN
TAB          INTERNAL LOAN PROPERTY                         PROPERTY                          BORROWER
NO.  SELLER  ID            NAME                             ADDRESS                           NAME
-----------------------------------------------------------------------------------------------------------------------------------
<S>   <C>   <C>           <C>                             <C>                                <C>
      PMCC   6103806       Bethany Village Centre           4708-4888 N.W. Bethany Boulevard  Bethany Village Centre, LLC
      PMCC   6103995       Magnolia Ridge Apartments        2501 Metairie Lawn Drive          J.O.B. Investments, LLC
      PMCC   6104650       Chicago & Kedzie Shopping Center 800 North Kedzie                  Chicago & Kedzie, LLC
      PMCC   6104666       Americana Shopping Center        703-705 E. El Camino Real         Youritan Construction Company
      PMCC   6104678       McMinnville Town Center          1431-1691 NE Highway 99W          Cal-McMinnville Associates, L.P.
      PMCC   6104685       Riverland Woods Apartments       1001 Riverland Woods Place        Riverland LLC

<CAPTION>


LOAN   ORIGINAL PRINCIPAL
TAB    ORIGINAL PRINCIPAL  CUT-OFF DATE MORTGAGE LOAN                                                           FUNDING
NO.     BALANCE             BALANCE     BORROWER                         PROPERTY                               DATE
-----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                 <C>            <C>                           <C>                              <C>
       $13,140,000         $13,129,419  Bethany Village Centre, LLC      Bethany Village Centre                7/18/2002
        $9,900,000          $9,890,768  J.O.B. Investments, LLC          Magnolia Ridge Apartments            10/23/2002
        $6,100,000          $6,087,215  Chicago & Kedzie, LLC            Chicago & Kedzie Shopping Center     10/30/2002
        $3,140,000          $2,962,306  Youritan Construction Company    Americana Shopping Center             6/09/1999
        $2,100,000          $2,097,509  Cal-McMinnville Associates, L.P. McMinnville Town Center              10/03/2002
       $17,250,000         $17,204,441  Riverland LLC                    Riverland Woods Apartments            8/30/2002

<CAPTION>
                                                                             SEPARATE
                                                            EXCLUSIONS FOR   TERRORISM
LOAN      TERM OF                                           ACTS OF          INSURANCE
TAB NO.   INSURANCE      CARRIER                            TERRORISM(1)     COVERAGE(2)
-----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>            <C>                                <C>                <C>
         4/26/02-4/26/03 Travelers Indemnity Insurance Co.  Not Excluded        NA
       10/22/02-10/21/03 Lloyds of London                   Excluded            Yes - $9,870,000 P $1,931,000 Business Interruption
       10/30/02-10/30/03 Maryland Casualty Insurance Co.    NotExcluded         NA
           1/1/02-1/1/03 Fireman's Fund Insurance Co.       Not Excluded        NA
         1/10/02-1/10/03 Allstate Insurance Co.             Not Excluded        NA
           6/1/02-6/1/03 State Farm                         Not Excluded        NA

<CAPTION>

LOAN
TAB NO.   DEDUCTIBLE   DESCRIBE MORTGAGE CATCH-ALL (3)                                          COMMENT
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>            <C>                                                                      <C>
        NA             Such other insurance on the property or on any replacements or
                       substitutions thereof or additions thereto as may from time to time
                       be required by Lender against other insurable hazards, casualties
                       or matters which at the time are commonly insured against in the
                       case of property similarly situated, including, without limitation,
                       sinkhole, mine subsidence, earthquake, environmental and law and
                       ordinance insurance

        NA             Such other insurance on the property or on any replacements or
                       substitutions thereof or additions thereto as may from time to time
                       be required by Lender against other insurable hazards, casualties
                       or matters which at the time are commonly insured against in the
                       case of property similarly situated, including, without limitation,
                       sinkhole, mine subsidence, earthquake, environmental and law and
                       ordinance insurance

        NA             Such other insurance on the property or on any replacements or
                       substitutions thereof or additions thereto as may from time to time
                       be required by Lender against other insurable hazards, casualties
                       or matters which at the time are commonly insured against in the
                       case of property similarly situated, including, without limitation,
                       sinkhole, mine subsidence, earthquake, environmental and law and
                       ordinance insurance. In the event that the all-risk policy contains
                       an exclusion for terrorism, Borrower shall be required to obtain
                       separate coverage therefor, provided that such coverage may be
                       limited to that amount which Borrower can obtain (with a deductible
                       not to exceed $100,000.00) for the greater of (i) $12,000.00 or
                       (ii) 25% of the total premium for all other insurance coverages
                       required pursuant to this Mortgage (such amount being the "Maximum
                       Terrorism Insurance Cost").

        NA             Such other insurance and any replacements or substitutions therefor
                       or additions thereto as may at any time, and from time to time, be
                       required by Lender against other insurable hazards or casualties
                       (including, but not limited to, war, nuclear reaction or radioactive
                       contamination), each in such amount as Lender shall determine.

        NA             Such other insurance on the property or on any replacements or
                       substitutions thereof or additions thereto as may from time to time
                       be required by Lender against other insurable hazards, casualties
                       or matters which at the time are commonly insured against in the
                       case of property similarly situated, including, without limitation,
                       sinkhole, mine subsidence, earthquake, environmental and law and
                       ordinance insurance

        NA             Such other insurance on the property or on any replacements or
                       substitutions thereof or additions thereto as may from time to time
                       be required by Lender against other insurable hazards, casualties
                       or matters which at the time are commonly insured against in the
                       case of property similarly situated, including, without limitation,
                       sinkhole, mine subsidence, earthquake, environmental and law and
                       ordinance insurance

        NA             Such other insurance on the property or on any replacements or
                       substitutions thereof or additions thereto as may from time to time
                       be required by Lender against other insurable hazards, casualties
                       or matters which at the time are commonly insured against in the
                       case of property similarly situated, including, without limitation,
                       sinkhole, mine subsidence, earthquake, environmental and law and
                       ordinance insurance

<CAPTION>

LOAN
TAB          INTERNAL LOAN PROPERTY                         PROPERTY                          BORROWER
NO.  SELLER  ID            NAME                             ADDRESS                           NAME
-----------------------------------------------------------------------------------------------------------------------------------
<S>   <C>   <C>           <C>                                <C>                                <C>

     PMCC    6104689      The Physicians Centre              3201 University Drive East          BVGP Physicians Building, Ltd.
                          Medical Office Building
     PMCC    6104692      Villa San Marco Apartments         2400 West Tharpe Street             Villa San Marco, LLC
     PMCC    6104699      Evergreen Plaza                    3501 Amboy Road                     NBM Realty Holding, LLC
     PMCC    6104700      Village Greens Shopping Center     230 - 260 Arden Avenue              Village Greens Shopping Center, LLC

<CAPTION>

LOAN   ORIGINAL PRINCIPAL
TAB    ORIGINAL PRINCIPAL  CUT-OFF DATE MORTGAGE LOAN                                                           FUNDING
NO.     BALANCE             BALANCE     BORROWER                         PROPERTY                               DATE
-----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                 <C>             <C>                              <C>                              <C>

         $8,775,000         $8,742,379     BVGP Physicians Building, Ltd.   The Physicians Centre Medical
                                                                            Office Building                  8/26/2002
         $6,500,000         $6,488,431     Villa San Marco, LLC             Villa San Marco Apartments        9/27/2002
        $18,300,000        $18,281,747     NBM Realty Holding, LLC          Evergreen Plaza                  11/01/2002
        $15,200,000        $15,184,606     Village Greens Shopping
                                           Center, LLC                      Village Greens Shopping Center   10/30/2002
<CAPTION>

                                                                             SEPARATE
                                                            EXCLUSIONS FOR   TERRORISM
LOAN      TERM OF                                           ACTS OF          INSURANCE
TAB NO.   INSURANCE      CARRIER                            TERRORISM(1)     COVERAGE(2)
-----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                <C>                                                          <C>                <C>

         10/1/02-10/1/03  American Casualty Company of Reading PA                      Not Excluded       NA
         9/27/02-9/27/03  Citizens Property Insurance Corporation/LIoyds of London     Not Excluded       NA
       10/28/02-10/28/03  Merrimack Mutual Fire Insurance Company                      Not Excluded       NA
       10/28/02-10/28/03  Merrimack Mutual Fire Insurance Company                      Not Excluded       NA

<CAPTION>

LOAN
TAB
NO.       DEDUCTIBLE   DESCRIBE MORTGAGE CATCH-ALL (3)                                          COMMENT
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>            <C>                                                                      <C>
        NA             Such other insurance on the property or on any replacements or
                       substitutions thereof or additions thereto as may from time to time
                       be required by Lender against other insurable hazards, casualties
                       or matters which at the time are commonly insured against in the
                       case of property similarly situated, including, without limitation,
                       sinkhole, mine subsidence, earthquake, environmental and law and
                       ordinance insurance

        NA             Such other insurance on the property or on any replacements or
                       substitutions thereof or additions thereto as may from time to time
                       be required by Lender against other insurable hazards, casualties
                       or matters which at the time are commonly insured against in the
                       case of property similarly situated, including, without limitation,
                       sinkhole, mine subsidence, earthquake, environmental and law and
                       ordinance insurance

        NA             Such other insurance on the property or on any replacements or
                       substitutions thereof or additions thereto as may from time to time
                       be required by Lender against other insurable hazards, casualties
                       or matters which at the time are commonly insured against in the
                       case of property similarly situated, including, without limitation,
                       sinkhole, mine subsidence, earthquake, environmental and law and
                       ordinance insurance

        NA             Such other insurance on the property or on any replacements or
                       substitutions thereof or additions thereto as may from time to time
                       be required by Lender against other insurable hazards, casualties
                       or matters which at the time are commonly insured against in the
                       case of property similarly situated, including, without limitation,
                       sinkhole, mine subsidence, earthquake, environmental and law and
                       ordinance insurance
<CAPTION>

LOAN
TAB          INTERNAL LOAN PROPERTY                         PROPERTY                          BORROWER
NO.  SELLER  ID            NAME                             ADDRESS                           NAME
-----------------------------------------------------------------------------------------------------------------------------------
<S>   <C>   <C>           <C>                                <C>                                <C>

      PMCC  6104703       Palo Alto Office Building          3450-3460 Hillview Avenue          The Trescony Family
                                                                                                Limited Partnership,
                                                                                                Helen S. Trescony as
                                                                                                Successor-Trustee of
                                                                                                the Trescony Family
                                                                                                Revocable Trust
                                                                                                under Declaration of
                                                                                                Trust dated
                                                                                                September 9, 1991,
                                                                                                Julian M. Trescony
                                                                                                as Trustee of the
                                                                                                Julian M. Trescony
                                                                                                Trust under Trust
                                                                                                Agreement dated July
                                                                                                8, 1991, as Amended,
                                                                                                as Tenants-in-Common

      PMCC  6104705       The Richards Building              64 Sidney Street                   FC 64 Sidney, Inc.
      PMCC  6104711       Encino Park Apartments             4022 Green Meadow Drive            EP Acquisition Partners, L.P.
      PMCC  6104723       Highlands Business Park            24901 Emery Road                   Highlands Business Park, LLC
      PMCC  6104724       LA County Industrial Building      8808-8840 Pioneer Blvd. &          8808 Pioneer Associates, LLC
                                                             8825 Millergrove Dr.

<CAPTION>

LOAN   ORIGINAL PRINCIPAL
TAB    ORIGINAL PRINCIPAL  CUT-OFF DATE MORTGAGE LOAN                                                           FUNDING
NO.     BALANCE             BALANCE     BORROWER                         PROPERTY                               DATE
-----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                 <C>             <C>                                <C>                              <C>
      $4,000,000          $3,975,259       The Trescony Family                Palo Alto Office Building         10/28/2002
                                           Limited Partnership,
                                           Helen S. Trescony as
                                           Successor-Trustee of
                                           the Trescony Family
                                           Revocable Trust
                                           under Declaration of
                                           Trust dated
                                           September 9, 1991,
                                           Julian M. Trescony
                                           as Trustee of the
                                           Julian M. Trescony
                                           Trust under Trust
                                           Agreement dated July
                                           8, 1991, as Amended,
                                           as Tenants-in-Common

      $33,000,000         $32,944,519      FC 64 Sidney, Inc.                 The Richards Building             9/25/2002
       $5,800,000          $5,789,466      EP Acquisition Partners, L.P.      Encino Park Apartments            9/23/2002
       $8,300,000          $8,286,896      Highlands Business Park, LLC       Highlands Business Park           9/30/2002
       $5,044,550          $5,039,283      8808 Pioneer Associates, LLC       LA County Industrial Building    10/21/2002
       $5,100,000          $5,094,942      Town Center/Bird, LLC              Town Center Heights Apartments   10/10/2002
       $5,350,000          $5,342,244      Bowie Storage LLLP                 EZ Storage - Bowie               10/21/2002
       $2,355,000          $2,352,787      CJAC, LLC                          Rainbow Professional Center II   10/21/2002
       $3,400,000          $3,396,583      Emerald Pointe Apartments, L.L.C.  Emerald Pointe Apartments        10/09/2002
     $172,754,550
            0.000%

<CAPTION>


                                                                                     SEPARATE
                                                                    EXCLUSIONS FOR   TERRORISM
LOAN      TERM OF                                                   ACTS OF          INSURANCE
TAB NO.   INSURANCE      CARRIER                                    TERRORISM(1)     COVERAGE(2)
--------------------------------------------------------    ------------------------------------------------------------------------
<S>    <C>                  <C>                                      <C>                <C>

        8/12/02 - 8/12/03   Fireman's Fund Insurance Company         Not Excluded        NA
       11/01/02 - 11/01/03  Factory Mutual Insurance Company         NotaExcluded        NA
        9/23/02 - 9/23/03   Lloyd's of London                        Not Excluded        8225000
        1/01/02 - 1/01/03   Acuity Mutual Insurance                  Not Excluded        NA
        5/1/02 - 5/1/03     Lexington Insurance Company              Not Excluded        50000000

<CAPTION>

                       SEPARATE
                       CHEMICAL/
                      BIOLOGICAL
LOAN                  TERRORISM
TAB                   INSURANCE
NO.     DEDUCTIBLE    COVERAGE(2)   DEDUCTIBLE  DESCRIBE MORTGAGE CATCH-ALL (3)                                          COMMENT
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>              <C>      <C>                                                                     <C>


            NA         N                NA       Such other insurance on the property or on any replacements or
                                                 substitutions thereof or additions thereto as may from time to time
                                                 be required by Lender against other insurable hazards, casualties
                                                 or matters which at the time are commonly insured against in the
                                                 case of property similarly situated, including, without limitation,
                                                 sinkhole, mine subsidence, earthquake, environmental and law and
                                                 ordinance insurance

            NA         N                NA       Such other insurance on the property or on any replacements or
                                                 substitutions thereof or additions thereto as may from time to time
                                                 be required by Lender against other insurable hazards, casualties
                                                 or matters which at the time are commonly insured against in the
                                                 case of property similarly situated, including, without limitation,
                                                 sinkhole, mine subsidence, earthquake, environmental and law and
                                                 ordinance insurance. In addition, to the extent commercially
                                                 available at commercially reasonable premiums, terrorism insurance
                                                 is required in amounts, coverages and form (including, but not
                                                 limited to, any deductible) acceptable to Mortgagee. Such insurance
                                                 shall be deemed to be commercially available at commercially
                                                 reasonable premiums if the annual premium is less than or equal to
                                                 $105,000.00.

       $    5000       N                NA       Such other insurance on the property or on any replacements or
                                                 substitutions thereof or additions thereto as may from time to time
                                                 be required by Lender against other insurable hazards, casualties
                                                 or matters which at the time are commonly insured against in the
                                                 case of property similarly situated, including, without limitation,
                                                 sinkhole, mine subsidence, earthquake, environmental and law and
                                                 ordinance insurance

            NA         N                NA       Such other insurance on the property or on any replacements or
                                                 substitutions thereof or additions thereto as may from time to time
                                                 be required by Lender against other insurable hazards, casualties
                                                 or matters which at the time are commonly insured against in the
                                                 case of property similarly situated, including, without limitation,
                                                 sinkhole, mine subsidence, earthquake, environmental and law and
                                                 ordinance insurance

           UAV         N                NA       Such other insurance on the property or on any replacements or
                                                 substitutions thereof or additions thereto as may from time to time
                                                 be required by Lender against other insurable hazards, casualties
                                                 or matters which at the time are commonly insured against in the
                                                 case of property similarly situated, including, without limitation,
                                                 sinkhole, mine subsidence, earthquake, environmental and law and
                                                 ordinance insurance
<CAPTION>

LOAN
TAB          INTERNAL LOAN PROPERTY                         PROPERTY                          BORROWER
NO.  SELLER  ID            NAME                             ADDRESS                           NAME
-----------------------------------------------------------------------------------------------------------------------------------
<S>   <C>   <C>           <C>                                <C>                                <C>

      PMCC  6104729       Town Center Heights Apartments     11545 SE Stevens Road              Town Center/Bird, LLC
      PMCC  6104740       EZ Storage - Bowie                 14211 Gallant Fox Lane             Bowie Storage LLLP
      PMCC  6104742       Rainbow Professional Center II     2625 South Rainbow Boulevard       CJAC, LLC
      PMCC  6104744       Emerald Pointe Apartments          201 South Camino Seco              Emerald Pointe Apartments, L.L.C.

64 Sidney St. - Separate                                                                        TOTAL - ORIGINAL PRINCIPAL BALANCE
Terrorism Ins. Policy-
covers up to $25M
aggregate-tiered policy
w/various insurers                                                                              %W/O TERRORISM INS


                                                                                                Total Loans Renewal Info. Not
                                                                                                Provided for terms expiring year
                                                                                                end 2002

<CAPTION>

LOAN   ORIGINAL PRINCIPAL
TAB    ORIGINAL PRINCIPAL  CUT-OFF DATE MORTGAGE LOAN                                                           FUNDING
NO.     BALANCE             BALANCE     BORROWER                         PROPERTY                               DATE
-----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                 <C>             <C>                                <C>                              <C>

       $5,100,000          $5,094,942      Town Center/Bird, LLC              Town Center Heights Apartments   10/10/2002
       $5,350,000          $5,342,244      Bowie Storage LLLP                 EZ Storage - Bowie               10/21/2002
       $2,355,000          $2,352,787      CJAC, LLC                          Rainbow Professional Center II   10/21/2002
       $3,400,000          $3,396,583      Emerald Pointe Apartments, L.L.C.  Emerald Pointe Apartments        10/09/2002

           0.000%


               $0

<CAPTION>

                                                                                     SEPARATE
                                                                    EXCLUSIONS FOR   TERRORISM
LOAN      TERM OF                                                   ACTS OF          INSURANCE
TAB NO.   INSURANCE        CARRIER                                  TERRORISM(1)     COVERAGE(2)
--------------------------------------------------------    ------------------------------------------------------------------------
<S>    <C>                  <C>                                      <C>                <C>
       10/08/02 - 10/08/03  Lloyds of London                         Not Excluded        5100000
       04/01/02 - 04/01/03  St. Paul Fire & Marine Insurance Co.     Not Excluded        NA
       10/15/02 - 10/15/03  Travelers Indemnity Insurance            Not Excluded        NA
       02/07/02 - 02/07/03  Greenwich Insurance Co.                  Not Excluded        NA

<CAPTION>
                      SEPARATE
                      CHEMICAL/
                      BIOLOGICAL
LOAN                  TERRORISM
TAB                   INSURANCE
NO.     DEDUCTIBLE    COVERAGE(2)      DEDUCTIBLE  DESCRIBE MORTGAGE CATCH-ALL (3)                                 COMMENT
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>            <C>             <C>                                                                         <C>

        $ 5,000        N               NA       Such other insurance on the property or on any replacements or
                                                substitutions thereof or additions thereto as may from time to time
                                                be required by Lender against other insurable hazards, casualties
                                                or matters which at the time are commonly insured against in the
                                                case of property similarly situated, including, without limitation,
                                                sinkhole, mine subsidence, earthquake, environmental and law and
                                                ordinance insurance

        NA             N               NA       Such other insurance on the property or on any replacements or
                                                substitutions thereof or additions thereto as may from time to time
                                                be required by Lender against other insurable hazards, casualties
                                                or matters which at the time are commonly insured against in the
                                                case of property similarly situated, including, without limitation,
                                                sinkhole, mine subsidence, earthquake, environmental and law and
                                                ordinance insurance

        NA             N               NA       Such other insurance on the property or on any replacements or
                                                substitutions thereof or additions thereto as may from time to time
                                                be required by Lender against other insurable hazards, casualties
                                                or matters which at the time are commonly insured against in the
                                                case of property similarly situated, including, without limitation,
                                                sinkhole, mine subsidence, earthquake, environmental and law and
                                                ordinance insurance

        NA             N               NA       Such other insurance on the property or on any replacements or
                                                substitutions thereof or additions thereto as may from time to time
                                                be required by Lender against other insurable hazards, casualties
                                                or matters which at the time are commonly insured against in the
                                                case of property similarly situated, including, without limitation,
                                                sinkhole, mine subsidence, earthquake, environmental and law and
                                                ordinance insurance
</TABLE>

<PAGE>

                                    EXHIBIT 3

                               PRICING FORMULATION

            Purchase Price                        $181,767,191

<PAGE>
                                    EXHIBIT 4

                                  BILL OF SALE

            1. PARTIES. The parties to this Bill of Sale are the following:

               Seller:           Prudential Mortgage Capital Funding, LLC
               Purchaser:        Morgan Stanley Dean Witter Capital I Inc.


            2.  SALE. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of December 1, 2002 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c)   All cash and non-cash  proceeds of the collateral  described
      in clauses (a) and (b) above.


            3.  PURCHASE  PRICE.  The  amount  and other  consideration  set
forth on Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4.  DEFINITIONS. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.


            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this __ day of December, 2002.

SELLER:                                PRUDENTIAL MORTGAGE CAPITAL FUNDING,
                                          LLC



                                       By:____________________________________
                                          Name:
                                          Title:


PURCHASER:                             MORGAN STANLEY DEAN WITTER CAPITAL I INC.



                                       By:____________________________________
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY

THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:
GMAC Commercial Mortgage Corporation
200 Witmer Road

P.O. Box 1015
Horsham, Pennsylvania 19044-8015
Attention: [___________________]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Asset Backed Securities Trust Services Group

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


                            LIMITED POWER OF ATTORNEY

            Know all persons by these presents; that the undersigned, having an
address of [MORTGAGE LOAN SELLER'S ADDRESS] (the "Seller"), being duly empowered
and authorized to do so, does hereby make, constitute and appoint GMAC
Commercial Mortgage Corporation, having an address of 200 Witmer Road, P.O. Box
1015, Horsham, Pennsylvania 19044-8015, Attention: [___________________] (the
"General Master Servicer"), GMAC Commercial Mortgage Corporation, having an
address of 200 Witmer Road, P.O. Box 1015, Horsham, Pennsylvania 19044-8015,
Attention: [___________________] (the "General Special Servicer") and LaSalle
Bank National Association, having an address of 135 South LaSalle Street, Suite
1625, Chicago, Illinois 60603, Attention: Asset Backed Securities Trust Service
Group-Morgan Stanley Dean Witter Capital I Inc., Series 2002-IQ3 (the "Trustee")
as the true and lawful attorneys-in-fact for the undersigned, in its name, place
and stead, and for its use and benefit:

To empower the Trustee and, in the event of the failure or incapacity of the
      Trustee, the Special Servicer, to submit for recording, at the expense of
      the Seller, any mortgage loan documents required to be recorded as
      described in the Pooling and Servicing Agreement and any intervening
      assignments with evidence of recording thereon that are required to be
      included in the Mortgage File (so long as original counterparts have
      previously been delivered to the Trustee).

This power of attorney shall be limited to the above-mentioned exercise of
      power.

This instrument is to be construed and interpreted as a limited power of
      attorney. The enumeration of specific items, rights, acts or powers herein
      is not intended to, nor does it give rise to, and it is not intended to be
      construed as, a general power of attorney.

The rights, power of authority of said attorney herein granted shall commence
      and be in full force and effect on the date hereof and such rights, powers
      and authority shall remain in full force and effect until the termination
      of the Pooling and Servicing Agreement, dated as of December 1, 2002 (the
      "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
      Capital I Inc., as Depositor, the General Master Servicer, the General
      Special Servicer, NCB, FSB, as NCB Master Servicer, National Consumer
      Cooperative Bank, as Co-op Special Servicer, Principal Global Investors,
      LLC, as Special Servicer of the San Tomas Mortgage Loan, the Trustee and
      ABN AMRO Bank N.V., as Fiscal Agent, with respect to the Trust.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.


IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of December, 2002.

Witnessed by:                          [SELLER]



___________________________            By:________________________
Print Name:                            Name:
                                       Title:



STATE OF______________________)

COUNTY OF_____________________)

On __________________________, before me, a Notary Public in and for said
county, personally appeared ________________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person acted and executed the instrument.
Witness my hand and official seal.



_______________________________________
Commission Expires:

<PAGE>

                                   EXHIBIT K-4

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT IV
                                   (PRINCIPAL)

            Mortgage Loan Purchase Agreement ("Agreement"), dated as of December
1, 2002, between Principal Commercial Funding, LLC (the "Seller"), and Morgan
Stanley Dean Witter Capital I Inc. (the "Purchaser").

            The Seller agrees to sell and the Purchaser agrees to purchase
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of December 1, 2002, between the Purchaser, as
depositor, GMAC Commercial Mortgage Corporation, as general master servicer (the
"General Master Servicer"), GMAC Commercial Mortgage Corporation, as general
special servicer (the "General Special Servicer"), NCB, FSB, as NCB master
servicer (together with the General Master Servicer, as applicable, the "Master
Servicer"), National Consumer Cooperative Bank, as co-op special servicer (the
"Co-op Special Servicer"), Principal Global Investors, LLC, as special servicer
with respect to the San Tomas Mortgage Loan (together with the General Special
Servicer and the Co-op Special Servicer, as applicable, the "Special Servicer"),
LaSalle Bank National Association, as trustee, paying agent and certificate
registrar (the "Trustee") and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal
Agent"). In exchange for the Mortgage Loans and certain other mortgage loans to
be purchased by the Purchaser (collectively the "Other Mortgage Loans"), the
Trust will issue to the Depositor pass-through certificates to be known as
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-IQ3 (the "Certificates"). The Certificates will be
issued pursuant to the Pooling and Servicing Agreement.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

            The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and
Class D Certificates (the "Public Certificates") will be sold by the Purchaser
to Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Lehman Brothers Inc. (the "Underwriters"), pursuant to an
Underwriting Agreement, between the Purchaser and the Underwriters, dated
December 5, 2002 (the "Underwriting Agreement"), and the Class X-1, Class X-2,
Class X-Y, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class EI, Class R-I, Class R-II and Class R-III
Certificates (the "Private Certificates") will be sold by the Purchaser to
Morgan Stanley & Co. Incorporated (the "Initial Purchaser") pursuant to a
Certificate Purchase Agreement, between the Purchaser and the Initial Purchaser,
dated December 5, 2002 (the "Certificate Purchase Agreement"). The Underwriters
will offer the Public Certificates for sale publicly pursuant to a Prospectus
dated November 22, 2002, as supplemented by a Prospectus Supplement dated
December 5, 2002 (together, the "Prospectus Supplement"), and the Initial
Purchaser will offer the Private Certificates for sale in transactions exempt
from the registration requirements of the Securities Act of 1933 pursuant to a
Private Placement Memorandum dated December 5, 2002 (the "Memorandum").

            In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

            Section 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans
accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with
respect to each Mortgage Loan is such Mortgage Loan's due date in the month of
December 2002. The Mortgage Loans will have an aggregate principal balance as of
the close of business on the Cut-Off Date, after giving effect to any payments
due on or before such date, whether or not received, of $117,390,546. The sale
of the Mortgage Loans shall take place on December 17, 2002 or such other date
as shall be mutually acceptable to the parties hereto (the "Closing Date"). The
purchase price to be paid by the Purchaser and NCB, FSB for the Mortgage Loans
and those certain mortgage loans sold to the Trust by NCB, FSB, pursuant to that
certain mortgage loan purchase agreement, dated as of even date herewith, shall
equal the amount set forth as such purchase price on Exhibit 3 hereto. The
purchase price shall be paid to the Seller by wire transfer in immediately
available funds on the Closing Date.

            On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 14), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 14).

            Section 2. Conveyance of Mortgage Loans. Effective as of the Closing
Date, subject only to receipt of the consideration referred to in Section 1
hereof and the satisfaction of the conditions specified in Sections 6 and 7
hereof, the Seller does hereby transfer, assign, set over and otherwise convey
to the Purchaser, without recourse, all the right, title and interest of the
Seller, subject to that certain Servicing Rights Purchase and Sale Agreement,
dated December 1, 2002, between the Seller and the General Master Servicer, in
and to the Mortgage Loans identified on the Mortgage Loan Schedule as of the
Closing Date. The Mortgage Loan Schedule, as it may be amended from time to time
on or prior to the Closing Date, shall conform to the requirements of this
Agreement and the Pooling and Servicing Agreement. In connection with such
transfer and assignment, the Seller shall deliver to or on behalf of the
Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for each Mortgage Loan and on
or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 5 in favor of
the Trustee, the Master Servicer and the Special Servicer to empower the Trustee
and, in the event of the failure or incapacity of the Trustee, the Master
Servicer or the Special Servicer, to submit for recording, at the expense of the
Seller, any mortgage loan documents required to be recorded as described in the
Pooling and Servicing Agreement and any intervening assignments with evidence of
recording thereon that are required to be included in the Mortgage Files (so
long as original counterparts have previously been delivered to the Trustee).
The Seller agrees to reasonably cooperate with the Trustee, the Master Servicer
and the Special Servicer in connection with any additional powers of attorney or
revisions thereto that are requested by such parties for purposes of such
recordation. The parties hereto agree that no such power of attorney shall be
used with respect to any Mortgage Loan by or under authorization by any party
hereto except to the extent that the absence of a document described in the
second preceding sentence with respect to such Mortgage Loan remains unremedied
as of the earlier of (i) the date that is 180 days following the delivery of
notice of such absence to the Seller, but in no event earlier than 18 months
from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan
becomes a Specially Serviced Mortgage Loan. The Trustee shall submit such
documents, at the Seller's expense, after the periods set forth above, provided,
however, the Trustee shall not submit such assignments for recording if the
Seller produces evidence that it has sent any such assignment for recording and
certifies that the Seller is awaiting its return from the applicable recording
office. In addition, not later than the 30th day following the Closing Date, the
Seller shall deliver to or on behalf of the Trustee each of the remaining
documents or instruments specified below (with such exceptions and additional
time periods as are permitted by this Section) with respect to each Mortgage
Loan (each, a "Mortgage File"). (The Seller acknowledges that the term "without
recourse" does not modify the duties of the Seller under Section 5 hereof.)

            All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

            (a) The original Mortgage Note bearing all intervening endorsements,
in blank or endorsed "Pay to the order of LaSalle Bank National Association, as
Trustee for Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2002-IQ3, without recourse, representation or
warranty" or if the original Mortgage Note is not included therein, then a lost
note affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

            (b) The original Mortgage, with evidence of recording thereon, and,
if the Mortgage was executed pursuant to a power of attorney, a certified true
copy of the power of attorney certified by the public recorder's office, with
evidence of recording thereon (if recording is customary in the jurisdiction in
which such power of attorney was executed), or certified by a title insurance
company or escrow company to be a true copy thereof; provided that if such
original Mortgage cannot be delivered with evidence of recording thereon on or
prior to the 90th day following the Closing Date because of a delay caused by
the public recording office where such original Mortgage has been delivered for
recordation or because such original Mortgage has been lost, the Seller shall
deliver or cause to be delivered to the Trustee a true and correct copy of such
Mortgage, together with (i) in the case of a delay caused by the public
recording office, an Officer's Certificate (as defined below) of the Seller
stating that such original Mortgage has been sent to the appropriate public
recording official for recordation or (ii) in the case of an original Mortgage
that has been lost after recordation, a certification by the appropriate county
recording office where such Mortgage is recorded that such copy is a true and
complete copy of the original recorded Mortgage;

            (c) The originals of all agreements modifying a Money Term or other
material modification, consolidation and extension agreements, if any, with
evidence of recording thereon or if any such original modification,
consolidation or extension agreement has been delivered to the appropriate
recording office for recordation and either has not yet been returned on or
prior to the 90th day following the Closing Date with evidence of recordation
thereon or has been lost after recordation, a true copy of such modification,
consolidation or extension certified by the Seller together with (i) in the case
of a delay caused by the public recording office, an Officer's Certificate of
the Seller stating that such original modification, consolidation or extension
agreement has been dispatched or sent to the appropriate public recording
official for recordation or (ii) in the case of an original modification,
consolidation or extension agreement that has been lost after recordation, a
certification by the appropriate county recording office where such document is
recorded that such copy is a true and complete copy of the original recorded
modification, consolidation or extension agreement, and the originals of all
assumption agreements, if any;

            (d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording, signed by the holder of record in
blank or in favor of "LaSalle Bank National Association, as Trustee for Morgan
Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-IQ3";

            (e) Originals of all intervening assignments of Mortgage, if any,
with evidence of recording thereon or, if such original assignments of Mortgage
have been delivered to the appropriate recorder's office for recordation,
certified true copies of such assignments of Mortgage certified by the Seller,
or in the case of an original blanket intervening assignment of Mortgage
retained by the Seller, a copy thereof certified by the Seller or, if any
original intervening assignment of Mortgage has not yet been returned on or
prior to the 90th day following the Closing Date from the applicable recording
office or has been lost, a true and correct copy thereof, together with (i) in
the case of a delay caused by the public recording office, an Officer's
Certificate of the Seller stating that such original intervening assignment of
Mortgage has been sent to the appropriate public recording official for
recordation or (ii) in the case of an original intervening assignment of
Mortgage that has been lost after recordation, a certification by the
appropriate county recording office where such assignment is recorded that such
copy is a true and complete copy of the original recorded intervening assignment
of Mortgage;

            (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment of Leases has not been returned on or prior to
the 90th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the Seller to be a true
and complete copy of the original Assignment of Leases submitted for recording,
together with (i) an original of each assignment of such Assignment of Leases
with evidence of recording thereon and showing a complete recorded chain of
assignment from the named assignee to the holder of record, and if any such
assignment of such Assignment of Leases has not been returned from the
applicable public recording office, a copy of such assignment certified by the
Seller to be a true and complete copy of the original assignment submitted for
recording, and (ii) an original assignment of such Assignment of Leases, in
recordable form, signed by the holder of record in favor of "LaSalle Bank
National Association, as Trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-IQ3," which
assignment may be effected in the related Assignment of Mortgage;

            (g) The original or a copy of each guaranty, if any, constituting
additional security for the repayment of such Mortgage Loan;

            (h) The original Title Insurance Policy, or in the event such
original Title Insurance Policy has not been issued, an original binder, actual
title commitment, pro forma policy or a copy thereof certified by the title
company with the original Title Insurance Policy to follow within 180 days of
the Closing Date or a preliminary title report with an original Title Insurance
Policy to follow within 180 days of the Closing Date;

            (i) (A) Copies of UCC financing statements (together with all
assignments thereof) filed in connection with a Mortgage Loan and (B) UCC-2 or
UCC-3 financing statements assigning such UCC financing statements to the
Trustee executed and delivered in connection with the Mortgage Loan;

            (j) Copies of the related ground lease(s), if any, to any Mortgage
Loan where the Mortgagor is the lessee under such ground lease and there is a
lien in favor of the mortgagee in such lease;

            (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements (including the San Tomas Intercreditor Agreement), if
any, related to any Mortgage Loan;

            (l) Either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan (or, with respect to a
letter of credit representing tenant security deposits which have been
collaterally assigned to the lender, a copy), which shall be assigned and
delivered to the Trustee on behalf of the Trust with a copy to be held by the
Primary Servicer (or the Master Servicer), and applied, drawn, reduced or
released in accordance with documents evidencing or securing the applicable
Mortgage Loan, the Pooling and Servicing Agreement and the Primary Servicing
Agreement or (B) the original of each letter of credit, if any, constituting
additional collateral for such Mortgage Loan (or, with respect to a letter of
credit representing tenant security deposits which have been collaterally
assigned to the lender, a copy), which shall be held by the applicable Primary
Servicer (or the Master Servicer) on behalf of the Trustee, with a copy to be
held by the Trustee, and applied, drawn, reduced or released in accordance with
documents evidencing or securing the applicable Mortgage Loan, the Pooling and
Servicing Agreement and the Primary Servicing Agreement (it being understood
that the Seller has agreed (a) that the proceeds of such letter of credit belong
to the Trust, (b) to notify, on or before the Closing Date, the bank issuing the
letter of credit that the letter of credit and the proceeds thereof belong to
the Trust, and to use reasonable efforts to obtain within 30 days (but in any
event to obtain within 90 days) following the Closing Date, an acknowledgement
thereof by the bank (with a copy of such acknowledgement to be sent to the
Trustee) and (c) to indemnify the Trust for any liabilities, charges, costs,
fees or other expenses accruing from the failure of the Seller to assign the
letter of credit hereunder). In the case of clause (B) above, any letter of
credit held by the applicable Primary Servicer (or Master Servicer) shall be
held in its capacity as agent of the Trust, and if the applicable Primary
Servicer (or Master Servicer) sells its rights to service the applicable
Mortgage Loan, the applicable Primary Servicer (or Master Servicer) has agreed
to assign the applicable letter of credit to the Trust or at the direction of
the Special Servicer to such party as the Special Servicer may instruct, in each
case, at the expense of the applicable Primary Servicer (or Master Servicer).
The applicable Primary Servicer (or Master Servicer) has agreed to indemnify the
Trust for any loss caused by the ineffectiveness of such assignment;

            (m) The original or a copy of the environmental indemnity agreement,
if any, related to any Mortgage Loan;

            (n) Copies of third-party management agreements, if any, for hotels
and mortgage properties securing Mortgage Loans with a Cut-Off Date principal
balance equal to or greater than $20,000,000;

            (o)   The original of any  Environmental  Insurance  Policy or, if
the original is held by the related Mortgagor, a copy thereof;

            (p) A copy of any affidavit and indemnification agreement in favor
of the lender; and

            (q) With respect to hospitality properties, a copy of any franchise
agreement, franchise comfort letter and applicable assignment or transfer
documents.

            The original of each letter of credit referred to in clause (l)
above shall be delivered to the Primary Servicer, the Master Servicer or the
Trustee (as the case may be) within 45 days of the Closing Date. In addition, a
copy of any ground lease shall be delivered to the Primary Servicer within 30
days of the Closing Date. Any failure to deliver any ground lease shall
constitute a document defect.

            "Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any Senior
Vice President, any Vice President, any Assistant Vice President, any Treasurer
or any Assistant Treasurer.

            The Assignments of Mortgage and assignment of Assignment of Leases
referred to in clauses (d), (e) and (f) may be in the form of a single
instrument assigning the Mortgage and the Assignment of Leases to the extent
permitted by applicable law. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the
mortgages) and assignments of UCC financing statements, the Seller shall
execute, in accordance with the third succeeding paragraph, the assignments of
mortgages, the assignments of leases (to the extent separate from the mortgages)
and the assignments of UCC financing statements relating to the Mortgage Loans
naming the Trustee on behalf of the Certificateholders as assignee.
Notwithstanding the fact that such assignments of mortgages, assignments of
leases (to the extent separate from the assignments of mortgages) and
assignments of UCC financing statements shall name the Trustee on behalf of the
Certificateholders as the assignee, the parties hereto acknowledge and agree
that the Mortgage Loans shall for all purposes be deemed to have been
transferred from the Seller to the Purchaser and from the Purchaser to the
Trustee on behalf of the Certificateholders.

            If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90 day period, but the Seller delivers a
photocopy thereof (to the extent available, certified by the appropriate county
recorder's office to be a true and complete copy of the original thereof
submitted for recording or, if such certification is not available, together
with an Officer's Certificate of the Seller stating that such document has been
sent to the appropriate public recording official for recordation), to the
Trustee within such 90 day period, the Seller shall then deliver within 180 days
after the Closing Date the recorded document (or within such longer period after
the Closing Date as the Trustee may consent to, which consent shall not be
withheld so long as the Seller is, as certified in writing to the Trustee no
less often than monthly, in good faith attempting to obtain from the appropriate
county recorder's office such original or photocopy).

            The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due thereon after the Cut-Off
Date, all other payments of principal collected after the Cut-Off Date (other
than scheduled payments of principal due on or before the Cut-Off Date), and all
payments of interest on the Mortgage Loans allocable to the period commencing on
the Cut-Off Date. All scheduled payments of principal and interest due on or
before the Cut-Off Date and collected after the Cut-Off Date shall belong to the
Seller.

            Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above (with recording information in blank if such information
is not yet available. Within 15 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i) above. If any such document or instrument
is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, the Seller shall prepare a substitute therefor or cure such
defect, and the Seller shall, at its own expense (except in the case of a
document or instrument that is lost by the Trustee), record or file, as the case
may be, and deliver such document or instrument in accordance with this Section
2.

            As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the General Master Servicer or the applicable Primary
Servicer, the Seller will draw on such letter of credit as directed by the
General Master Servicer or such Primary Servicer in such notice to the extent
the Seller has the right to do so.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans or
Companion Loans and that are not required to be delivered to the Trustee and are
reasonably necessary for the ongoing administration and/or servicing of the
applicable Mortgage Loan or Companion Loan (the "Servicing File") shall be
shipped by the Seller to or at the direction of the Master Servicer, on behalf
of the Purchaser, on or prior to the 75th day after the Closing Date, in
accordance with Section 3.1 of the Primary Servicing Agreement, if applicable.

            The Servicing File shall include, to the extent required to be (and
actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any attorney-client privileged
communications, internal correspondence or credit analysis. Delivery of any of
the foregoing documents to the Primary Servicer shall be deemed a delivery to
the Master Servicer and satisfy Seller's obligations under this sub-paragraph.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein, subject to the requirements of the Primary
Servicing Agreement. The Seller's and Purchaser's records shall reflect the
transfer of each Mortgage Loan from the Seller to the Purchaser and its assigns
as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property are held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto payable after the Cut-Off
            Date, all substitute or replacement Mortgage Loans and all
            distributions with respect thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

            Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

            Section 3. Examination of Mortgage Files and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

            On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller during normal
business hours and shall not be conducted in a manner that is disruptive to the
Seller's normal business operations upon reasonable prior advance notice. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer or Primary Servicer, if
applicable, with any additional information identified by the Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.

            The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

            The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

            Section 4. Representations and Warranties of the Seller and the
Purchaser.

            (a) To induce the Purchaser to enter into this Agreement, the Seller
hereby makes for the benefit of the Purchaser and its assigns with respect to
each Mortgage Loan as of the date hereof (or as of such other date specifically
set forth in the particular representation and warranty) each of the
representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:

            (i) The Seller is duly organized and is validly existing as a
      limited liability company in good standing under the laws of the State of
      Delaware. The Seller has the requisite power and authority and legal right
      to own the Mortgage Loans and to transfer and convey the Mortgage Loans to
      the Purchaser and has the requisite power and authority to execute and
      deliver, engage in the transactions contemplated by, and perform and
      observe the terms and conditions of, this Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, and assuming the due authorization, execution
      and delivery hereof by the Purchaser, this Agreement constitutes the
      valid, legal and binding agreement of the Seller, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      (A) laws relating to bankruptcy, insolvency, reorganization, receivership
      or moratorium, (B) other laws relating to or affecting the rights of
      creditors generally, (C) general equity principles (regardless of whether
      such enforcement is considered in a proceeding in equity or at law) or (D)
      public policy considerations underlying the securities laws, to the extent
      that such public policy considerations limit the enforceability of the
      provisions of this Agreement that purport to provide indemnification from
      liabilities under applicable securities laws.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Seller with this Agreement, or the
      consummation by the Seller of any transaction contemplated hereby, other
      than (1) such qualifications as may be required under state securities or
      blue sky laws, (2) the filing or recording of financing statements,
      instruments of assignment and other similar documents necessary in
      connection with the Seller's sale of the Mortgage Loans to the Purchaser,
      (3) such consents, approvals, authorizations, qualifications,
      registrations, filings or notices as have been obtained and (4) where the
      lack of such consent, approval, authorization, qualification,
      registration, filing or notice would not have a material adverse effect on
      the performance by the Seller under this Agreement.

            (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
      nor the execution, delivery or performance of this Agreement by the
      Seller, conflicts or will conflict with, results or will result in a
      breach of, or constitutes or will constitute a default under (A) any term
      or provision of the Seller's articles of organization or by-laws, (B) any
      term or provision of any material agreement, contract, instrument or
      indenture to which the Seller is a party or by which it or any of its
      assets is bound or results in the creation or imposition of any lien,
      charge or encumbrance upon any of its property pursuant to the terms of
      any such indenture, mortgage, contract or other instrument, other than
      pursuant to this Agreement, or (C) after giving effect to the consents or
      taking of the actions contemplated in subsection (iii), any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) There are no actions or proceedings against, or investigations
      of, the Seller pending or, to the Seller's knowledge, threatened in
      writing against the Seller before any court, administrative agency or
      other tribunal, the outcome of which could reasonably be expected to
      materially and adversely affect the transfer of the Mortgage Loans to the
      Purchaser or the execution or delivery by, or enforceability against, the
      Seller of this Agreement or have an effect on the financial condition of
      the Seller that would materially and adversely affect the ability of the
      Seller to perform its obligations under this Agreement.

            (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
      this Agreement will effect a transfer by the Seller of all of its right,
      title and interest in and to the Mortgage Loans to the Purchaser.

            (vii) To the Seller's knowledge, Principal's Information (as defined
      in that certain indemnification agreement, dated December 1, 2002, between
      the Seller, the Purchaser, the Underwriters and the Initial Purchaser (the
      "Indemnification Agreement")) relating to the Mortgage Loans does not
      contain any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements therein, in the light of
      the circumstances under which they were made, not misleading.
      Notwithstanding anything contained herein to the contrary, this
      subparagraph (vii) shall run exclusively to the benefit of the Purchaser
      and no other party.

            To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date,
provided that any representations and warranties made as of a specified date
shall be true and correct as of such specified date.

            Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

            (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:

            (i) The Purchaser is a corporation duly organized, validly existing,
      and in good standing under the laws of the State of Delaware with full
      power and authority to carry on its business as presently conducted by it.

            (ii) The Purchaser has full power and authority to acquire the
      Mortgage Loans, to execute and deliver this Agreement and to enter into
      and consummate all transactions contemplated by this Agreement. The
      Purchaser has duly and validly authorized the execution, delivery and
      performance of this Agreement and has duly and validly executed and
      delivered this Agreement. This Agreement, assuming due authorization,
      execution and delivery by the Seller, constitutes the valid and binding
      obligation of the Purchaser, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium and other similar laws affecting
      the enforcement of creditors' rights generally and by general principles
      of equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Purchaser with this Agreement, or the
      consummation by the Purchaser of any transaction contemplated hereby that
      has not been obtained or made by the Purchaser.

            (iv) Neither the purchase of the Mortgage Loans nor the execution,
      delivery and performance of this Agreement by the Purchaser will violate
      the Purchaser's certificate of incorporation or by-laws or constitute a
      default (or an event that, with notice or lapse of time or both, would
      constitute a default) under, or result in a breach of, any material
      agreement, contract, instrument or indenture to which the Purchaser is a
      party or that may be applicable to the Purchaser or its assets.

            (v) The Purchaser's execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not
      constitute a violation of, any law, rule, writ, injunction, order or
      decree of any court, or order or regulation of any federal, state or
      municipal government agency having jurisdiction over the Purchaser or its
      assets, which violation could materially and adversely affect the
      condition (financial or otherwise) or the operation of the Purchaser or
      its assets or could materially and adversely affect its ability to perform
      its obligations and duties hereunder.

            (vi) There are no actions or proceedings against, or investigations
      of, the Purchaser pending or, to the Purchaser's knowledge, threatened
      against the Purchaser before any court, administrative agency or other
      tribunal, the outcome of which could reasonably be expected to adversely
      affect the transfer of the Mortgage Loans, the issuance of the
      Certificates, the execution, delivery or enforceability of this Agreement
      or have an effect on the financial condition of the Purchaser that would
      materially and adversely affect the ability of the Purchaser to perform
      its obligation under this Agreement.

            (vii) The Purchaser has not dealt with any broker, investment
      banker, agent or other person, other than the Seller, the Underwriters,
      the Initial Purchaser and their respective affiliates, that may be
      entitled to any commission or compensation in connection with the sale of
      the Mortgage Loans or consummation of any of the transactions contemplated
      hereby.

            To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

            Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

            Section 5.  Remedies   Upon   Breach   of   Representations    and
Warranties Made by the Seller.

            (a) It is hereby acknowledged that the Seller shall make for the
benefit of the Trustee on behalf of the holders of the Certificates, whether
directly or by way of the Purchaser's assignment of its rights hereunder to the
Trustee, the representations and warranties set forth on Exhibit 2 hereto (each
as of the date hereof unless otherwise specified).

            (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (and including the expiration of any grace or cure period), not
properly executed or is defective on its face, or if there is a breach of any of
the representations and warranties required to be made by the Seller regarding
the characteristics of the Mortgage Loans and/or the related Mortgaged
Properties as set forth in Exhibit 2 hereto, and in either case such defect or
breach, either (i) materially and adversely affects the interests of the holders
of the Certificates in the related Mortgage Loan, or (ii) both (A) the document
defect or breach materially and adversely affects the value of the Mortgage Loan
and (B) the Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated
Mortgage Loan (such a document defect described in the preceding clause (i) or
(ii), a "Material Document Defect" and such a breach described in the preceding
clause (i) or (ii) a "Material Breach"), the party discovering such Material
Document Defect or Material Breach shall promptly notify, in writing, the other
parties; provided that any breach of the representation and warranty contained
in paragraph (40) of such Exhibit 2 shall constitute a Material Breach only if
such prepayment premium or yield maintenance charge is not deemed "customary"
for commercial mortgage loans as evidenced by (i) an opinion of tax counsel to
such effect or (ii) a determination by the Internal Revenue Service that such
provision is not customary. Promptly (but in any event within three Business
Days) upon becoming aware of any such Material Document Defect or Material
Breach, the Master Servicer shall, and the Special Servicer may, request that
the Seller, not later than 90 days from the Seller's receipt of the notice of
such Material Document Defect or Material Breach, cure such Material Document
Defect or Material Breach, as the case may be, in all material respects;
provided, however, that if such Material Document Defect or Material Breach, as
the case may be, cannot be corrected or cured in all material respects within
such 90-day period, and such Material Document Defect or Material Breach would
not cause the Mortgage Loan to be other than a "qualified mortgage"(as defined
in the Code) but the Seller is diligently attempting to effect such correction
or cure, as certified by the Seller in an Officer's Certificate delivered to the
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is, at
the end of the initial 90 day period, a Specially Serviced Mortgage Loan and a
Servicing Transfer Event has occurred as a result of a monetary default or as
described in clause (ii) or clause (v) of the definition of "Servicing Transfer
Event" in the Pooling and Servicing Agreement and (y) the Material Document
Defect was identified in a certification delivered to the Seller by the Trustee
pursuant to Section 2.2 of the Pooling and Servicing Agreement not less than 90
days prior to the delivery of the notice of such Material Document Defect. The
parties acknowledge that neither delivery of a certification or schedule of
exceptions to the Seller pursuant to Section 2.2 of the Pooling and Servicing
Agreement or otherwise nor possession of such certification or schedule by the
Seller shall, in and of itself, constitute delivery of notice of any Material
Document Defect or knowledge or awareness by the Seller of any Material Document
Defect listed therein.

            The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
aspects within the above cure periods, the Seller shall, on or before the
termination of such cure periods, either (i) repurchase the affected Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date, at its option replace, without
recourse, any Mortgage Loan or REO Mortgage Loan to which such defect relates
with a Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
such repurchase or substitution must occur within 90 days from the earlier of
the date the Seller discovered or was notified of the breach or defect. The
Seller agrees that any substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

            If (i) a Mortgage Loan is to be repurchased or replaced in
connection with a Material Document Defect or a Material Breach as contemplated
above (a "Defective Mortgage Loan"), (ii) such Defective Mortgage Loan is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
("Crossed Mortgage Loans") and (iii) the applicable document defect or breach
does not constitute a Material Document Defect or Material Breach, as the case
may be, as to such Crossed Mortgage Loans (without regard to this paragraph),
then the applicable document defect or breach (as the case may be) shall be
deemed to constitute a Material Document Defect or Material Breach, as the case
may be, as to each such Crossed Mortgage Loan for purposes of the above
provisions, and the Seller shall be obligated to repurchase or replace each such
Crossed Mortgage Loan in accordance with the provisions above, unless, in the
case of such breach or document defect, both of the following conditions would
be satisfied if the Seller were to repurchase or replace only those Mortgage
Loans as to which a Material Breach or Material Document Defect had occurred
without regard to this paragraph (the "Affected Loan(s)"): (1) the debt service
coverage ratio for all such other Mortgage Loans (excluding the Affected
Loan(s)) for the four calendar quarters immediately preceding the repurchase or
replacement (determined as provided in the definition of Debt Service Coverage
Ratio in the Pooling and Servicing Agreement, except that net cash flow for such
four calendar quarters, rather than year-end, shall be used) is not less than
0.10x below the lesser of (x) the debt service coverage ratio for all such
Mortgage Loans (including the Affected Loans(s)) set forth under the heading
"NCF DSCR" in Appendix II to the Final Prospectus Supplement and (y) the debt
service coverage ratio for all such Crossed Mortgage Loans (including the
Affected Loan(s)) for the four preceding calendar quarters preceding the
repurchase or replacement (determined as provided in the definition of Debt
Service Coverage Ratio in the Pooling and Servicing Agreement, except that net
cash flow for such four calendar quarters, rather than year-end, shall be used),
and (2) the loan-to-value ratio for all such Crossed Mortgage Loans (excluding
the Affected Loan(s)) is not greater than 10% more than the greater of (x) the
loan-to-value ratio, expressed as a whole number (taken to one decimal place),
for all such Crossed Mortgage Loans (including the Affected Loan(s)) set forth
under the heading "Cut-Off Date LTV" in Appendix II to the Final Prospectus
Supplement and (y) the loan-to-value ratio for all such Crossed Mortgage Loans
(including the Affected Loans(s)), at the time of repurchase or replacement. The
determination of the Master Servicer as to whether the conditions set forth
above have been satisfied shall be conclusive and binding in the absence of
manifest error. The Master Servicer will be entitled to cause to be delivered,
or direct the Seller to (in which case the Seller shall) cause to be delivered
to the Master Servicer, (i) an Appraisal of any or all of the related Mortgaged
Properties for purposes of determining whether the condition set forth in clause
(2) above has been satisfied, in each case at the expense of the Seller if the
scope and cost of the Appraisal is approved by the Seller (such approval not to
be unreasonably withheld) and (ii) an Opinion of Counsel that not requiring the
repurchase of such Crossed Mortgage Loan will not result in an Adverse REMIC
Event.

            With respect to any Defective Mortgage Loan, to the extent that the
Seller is required to repurchase or substitute for such Defective Mortgage Loan
(each, a "Repurchased Loan") in the manner prescribed above while the Trustee
(as assignee of the Purchaser) continues to hold any Crossed Mortgage Loan, the
Seller and the Purchaser hereby agree to forebear from enforcing any remedies
against the other's Primary Collateral but may exercise remedies against the
Primary Collateral securing their respective Mortgage Loans, including with
respect to the Trustee, the Primary Collateral securing the Mortgage Loans still
held by the Trustee, so long as such exercise does not impair the ability of the
other party to exercise its remedies against its Primary Collateral. If the
exercise of remedies by one party would impair the ability of the other party to
exercise its remedies with respect to the Primary Collateral securing the
Mortgage Loan or Mortgage Loans held by such party, then both parties shall
forbear from exercising such remedies until the loan documents evidencing and
securing the relevant Mortgage Loans can be modified in a manner that complies
with the Pooling and Servicing Agreement to remove the threat of impairment as a
result of the exercise of remedies. Any reserve or other cash collateral or
letters of credit securing the Crossed Mortgage Loans shall be allocated between
such Mortgage Loans in accordance with the Mortgage Loan documents, or otherwise
on a pro rata basis based upon their outstanding Principal Balances. All other
terms of the Mortgage Loans shall remain in full force and effect, without any
modification thereof. The Mortgagors set forth on Schedule B hereto are intended
third-party beneficiaries of the provisions set forth in this paragraph and the
preceding paragraph. The provisions of this paragraph and the preceding
paragraph may not be modified with respect to any Mortgage Loan without the
related Mortgagor's consent.

            Upon occurrence (and after any applicable cure or grace period), any
of the following document defects shall be conclusively presumed materially and
adversely to affect the interests of Certificateholders in a Mortgage Loan and
be a Material Document Defect: (a) the absence from the Mortgage File of the
original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity and a copy of the Mortgage Note; (b) the absence
from the Mortgage File of the original signed Mortgage, unless there is included
in the Mortgage File (i) a certified copy of the Mortgage by the local authority
with which the Mortgage was recorded or (ii) a true and correct copy of the
Mortgage together with an Officer's Certificate of the Seller certifying that
said copy is a true and correct copy of the original Mortgage executed at the
closing of the Mortgage Loan; or (c) the absence from the Mortgage File of the
original Title Insurance Policy, an original binder, pro forma policy or an
actual title commitment or a copy thereof certified by the title company. If any
of the foregoing Material Document Defects is discovered by the Custodian (or
the Trustee if there is no Custodian), the Trustee (or as set forth in Section
2.3(a) of the Pooling and Servicing Agreement, the Master Servicer) will take
the steps described elsewhere in this Section, including the giving of notices
to the Rating Agencies and the parties hereto and making demand upon the Seller
for the cure of the Material Document Defect or repurchase or replacement of the
related Mortgage Loan.

            The Seller shall be notified promptly and in writing by (i) the
Trustee of any notice that it receives that an Option Holder intends to exercise
its Option to purchase the Mortgage Loan in accordance with and as described in
Section 9.36 of the Pooling and Servicing Agreement and (ii) the Special
Servicer of any offer that it receives to purchase the applicable REO Property,
each in connection with such liquidation. Upon the receipt of such notice by the
Seller, the Seller shall then have the right, subject to any repurchase
obligations under Section 2.3 of the Pooling and Servicing Agreement with
respect to such Mortgage Loan, to repurchase the related Mortgage Loan or REO
Property, as applicable, from the Trust at a purchase price equal to, in the
case of clause (i) of the immediately preceding sentence, the Option Purchase
Price or, in the case of clause (ii) of the immediately preceding sentence, the
amount of such offer. Notwithstanding anything to the contrary contained in this
Agreement or in the Pooling and Servicing Agreement, the right of any Option
Holder to purchase such Mortgage Loan shall be subject and subordinate to the
Seller's right to purchase such Mortgage Loan as described in the immediately
preceding sentence. The Seller shall have five (5) Business Days from the date
of its receipt of a notice described in the first sentence of this paragraph to
notify the Trustee or Special Servicer, as applicable, of its intent to so
purchase the Mortgage Loan or related REO Property from the date that it was
notified of such intention to exercise such Option or of such offer. The Special
Servicer shall be obligated to provide the Seller with any appraisal or other
third party reports relating to the Mortgaged Property within its possession to
enable the Seller to evaluate the Mortgage Loan or REO Property. Any sale of the
Mortgage Loan, or foreclosure upon such Mortgage Loan and sale of the REO
Property, to a Person other than the Seller shall be without (i) recourse of any
kind (either express or implied) by such Person against the Seller and (ii)
representation or warranty of any kind (either express or implied) by the Seller
to or for the benefit of such Person.

            The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim against
the Seller for repurchase of the REO Mortgage Loan or REO Property. In such an
event, the Master Servicer, or Special Servicer, as applicable, shall be
required to notify the Seller of the discovery of the Material Document Defect
or Material Breach and the Seller shall be required to follow the procedures set
forth in this Agreement to correct or cure such Material Document Defect or
Material Breach or purchase the REO Property at the Purchase Price. If the
Seller fails to correct or cure the Material Document Defect or Material Breach
or purchase the REO Property, then the provisions above regarding notice of
offers related to such REO Property and the Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the Seller is or was obligated to repurchase the related Mortgage Loan or
REO Mortgage Loan or the Seller otherwise accepts liability, then, after the
expiration of any applicable appeal period, but in no event later than the
termination of the Trust pursuant to Section 9.30 of the Pooling and Servicing
Agreement, the Seller will be obligated to pay to the Trust the difference
between any Liquidation Proceeds received upon such liquidation (including those
arising from any sale to the Seller) and the Purchase Price; provided that the
prevailing party in such action shall be entitled to recover all costs, fees and
expenses (including reasonable attorneys fees) related thereto.

            In connection with any liquidation or sale of a Mortgage Loan or REO
Property as described above, the Special Servicer will not receive a Liquidation
Fee in connection with such liquidation or sale or any portion of the Work-Out
Fee that accrues after the Seller receives notice of a Material Document Defect
or Material Breach until a final determination has been made, as set forth in
the prior paragraph, as to whether the Seller is or was obligated to repurchase
such related Mortgage Loan or REO Property. Upon such determination, the Special
Servicer will be entitled: (i) with respect to a determination that the Seller
is or was obligated to repurchase, to collect a Liquidation Fee, if due in
accordance with the definition thereof, based upon the full Purchase Price of
the related Mortgage Loan or REO property, including all related expenses up to
the date the remainder of such Purchase Price is actually paid, with such
Liquidation Fee, payable by the Seller or (ii) with respect to a determination
that Seller is not or was not obligated to repurchase (or the Trust decides that
it will no longer pursue a claim against the Seller for repurchase), (A) to
collect a Liquidation Fee based upon the Liquidation Proceeds as received upon
the actual sale or liquidation of such Mortgage Loan or REO Property, and (B) to
collect any accrued and unpaid Work-Out Fee, based on amounts that were
collected for as long as the related Mortgage Loan was a Rehabilitated Mortgage
Loan, in each case with such amount to be paid from amounts in the Certificate
Account.

            The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

            Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 43 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment by the Mortgagor of reasonable costs and expenses associated with the
defeasance or assumption of a Mortgage Loan by the Mortgagor, the Seller hereby
covenants and agrees to pay such reasonable costs and expenses, to the extent an
amount is due and not paid by the related Mortgagor. The parties hereto
acknowledge that the payment of such reasonable costs and expenses shall be the
Seller's sole obligation with respect to the breaches discussed in the previous
sentence. The Seller shall have no obligation to pay for any of the foregoing
costs if the applicable Mortgagor has an obligation to pay for such costs.

            The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the applicable Special Servicer, as
applicable, in connection with modifying a Mortgage Loan pursuant to Section 2.3
of the Pooling and Servicing Agreement in order for such Mortgage Loan to be a
"qualified substitute mortgage loan" within the meaning of the Treasury
Regulations promulgated under the Code. Upon a breach of the representation and
warranty set forth in paragraph 41 of Exhibit 2 attached hereto, if such
Mortgage Loan is modified so that it becomes a "qualified substitute mortgage
loan", such breach will be cured and the Seller will not be obligated to
repurchase or otherwise remedy such breach.

            (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the Master Servicer or the Special Servicer on its behalf) shall
give written notice within three Business Days to the Seller of its discovery of
any Material Document Defect or Material Breach and prompt written notice to the
Seller in the event that any Mortgage Loan becomes a Specially Serviced Mortgage
Loan (as defined in the Pooling and Servicing Agreement).

            (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan, and
each document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed and assigned to the Seller in the same
manner such that the Seller shall be vested with legal and beneficial title to
such Mortgage Loan, in each case without recourse, including any property
acquired in respect of such Mortgage Loan or proceeds of any insurance policies
with respect thereto.

            Section 6. Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Cadwalader, Wickersham & Taft, 100 Maiden Lane,
New York, NY 10038 at 9:00 a.m., New York time, on the Closing Date.

            The obligation of the Seller and the Purchaser to close shall be
subject to the satisfaction of each of the following conditions on or prior to
the Closing Date:

            (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date.

            (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

            (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

            (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of Principal's Information (as
defined in the Indemnification Agreement) to be disclosed in the Memorandum and
the Prospectus Supplement.

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.

            (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

            (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement, and neither the Underwriters nor the Initial Purchaser shall have
suspended, delayed or otherwise cancelled the Closing Date.

            (i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

            Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

            Section 7. Closing Documents. The Closing Documents shall consist of
the following:

            (a) This Agreement duly executed by the Purchaser and the Seller.

            (b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

            (c) True, complete and correct copies of the Seller's articles of
organization and by-laws.

            (d) A certificate of existence for the Seller from the Secretary of
State of Delaware dated not earlier than 30 days prior to the Closing Date.

            (e) A certificate of the Secretary or Assistant Secretary of the
Seller, dated the Closing Date, and upon which the Purchaser may rely, to the
effect that each individual who, as an officer or representative of the Seller,
signed this Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures.

            (f) An opinion of counsel (which, other than as to the opinion
described in paragraph (vi) below, may be in-house counsel) to the Seller, dated
the Closing Date, substantially to the effect of the following (with such
changes and modifications as the Purchaser may approve and subject to such
counsel's reasonable qualifications):

            (i) The Seller is validly existing under Delaware law and has full
      corporate power and authority to enter into and perform its obligations
      under this Agreement.

            (ii) This Agreement has been duly authorized, executed and delivered
      by the Seller.

            (iii) No consent, approval, authorization or order of any federal
      court or governmental agency or body is required for the consummation by
      the Seller of the transactions contemplated by the terms of this Agreement
      except any approvals as have been obtained.

            (iv) Neither the execution, delivery or performance of this
      Agreement by the Seller, nor the consummation by the Seller of any of the
      transactions contemplated by the terms of this Agreement (A) conflicts
      with or results in a breach or violation of, or constitutes a default
      under, the organizational documents of the Seller, (B) to the knowledge of
      such counsel, constitutes a default under any term or provision of any
      material agreement, contract, instrument or indenture, to which the Seller
      is a party or by which it or any of its assets is bound or results in the
      creation or imposition of any lien, charge or encumbrance upon any of its
      property pursuant to the terms of any such indenture, mortgage, contract
      or other instrument, other than pursuant to this Agreement, or (C)
      conflicts with or results in a breach or violation of any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) To his or her knowledge, there are no legal or governmental
      actions, investigations or proceedings pending to which the Seller is a
      party, or threatened against the Seller, (a) asserting the invalidity of
      this Agreement or (b) which materially and adversely affect the
      performance by the Seller of its obligations under, or the validity or
      enforceability of, this Agreement.

            (vi) This Agreement is a valid, legal and binding agreement of the
      Seller, enforceable against the Seller in accordance with its terms,
      except as such enforcement may be limited by (1) laws relating to
      bankruptcy, insolvency, reorganization, receivership or moratorium, (2)
      other laws relating to or affecting the rights of creditors generally, (3)
      general equity principles (regardless of whether such enforcement is
      considered in a proceeding in equity or at law) or (4) public policy
      considerations underlying the securities laws, to the extent that such
      public policy considerations limit the enforceability of the provisions of
      this Agreement that purport to provide indemnification from liabilities
      under applicable securities laws.

            Such opinion may express its reliance as to factual matters on,
among other things specified in such opinion, the representations and warranties
made by, and on certificates or other documents furnished by officers of, the
parties to this Agreement.

            In rendering the opinions expressed above, such counsel may limit
such opinions to matters governed by the federal laws of the United States and
the corporate laws of the State of Delaware and the State of New York, as
applicable.

            (g) Such other opinions of counsel as any Rating Agency may request
in connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or the Seller's execution and delivery of, or performance under, this Agreement.

            (h) A letter from Deloitte & Touche, certified public accountants,
dated the date hereof, to the effect that they have performed certain specified
procedures as a result of which they determined that certain information of an
accounting, financial or statistical nature set forth in the Memorandum and the
Prospectus Supplement agrees with the records of the Seller.

            (i) Such further certificates, opinions and documents as the
Purchaser may reasonably request.

            (j) An officer's certificate of the Purchaser, dated as of the
Closing Date, with the resolutions of the Purchaser authorizing the transactions
described herein attached thereto, together with certified copies of the
charter, by-laws and certificate of good standing of the Purchaser dated not
earlier than 30 days prior to the Closing Date.

            (k) Such other certificates of the Purchaser's officers or others
and such other documents to evidence fulfillment of the conditions set forth in
this Agreement as the Seller or its counsel may reasonably request.

            (l) An executed Bill of Sale in the form attached hereto as Exhibit
4.

            Section 8. Costs. The Seller shall pay the Purchaser the costs and
expenses as agreed upon by the Seller and the Purchaser in a separate Letter of
Understanding dated December 1, 2002.

            Section 9. Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Dean
Witter Capital I Inc., 1585 Broadway, New York, New York 10036, Attention:
Cecilia Tarrant, with a copy to Michelle Wilke (or such other address as may
hereafter be furnished in writing by the Purchaser), or (ii) if to the Seller,
addressed to the Seller at Principal Commercial Funding, LLC, 801 Grand Avenue,
Des Moines, Iowa, 50392, Attention: Patrick G. Halter, with a copy to Leanne
Valentine, Esq.

            Section 10. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

            Section 11. Further Assurances. The Seller and the Purchaser each
agree to execute and deliver such instruments and take such actions as the other
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement and the Pooling and Servicing
Agreement.

            Section 12. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.

            Section 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

            Section 14. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to effect the purposes
of the Pooling and Servicing Agreement and, upon such assignment, the Trustee
shall succeed to the rights and obligations hereunder of the Purchaser. No owner
of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.

            Section 15. Miscellaneous. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
rights and obligations of the Seller under this Agreement shall not be assigned
by the Seller without the prior written consent of the Purchaser, except that
any person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller is a party, or any person succeeding to the entire business of the Seller
shall be the successor to the Seller hereunder.

            Section 16. Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.

<PAGE>

            IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.


                                       PRINCIPAL COMMERCIAL FUNDING, LLC


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                       By
                                           -------------------------------------
                                           Name:
                                           Title:



                                       MORGAN STANLEY DEAN WITTER CAPITAL I
                                         INC.


                                       By: -------------------------------------
                                           Name:
                                           Title:

<PAGE>

                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE



<TABLE>
<CAPTION>


LOAN      MORTGAGE LOAN   LOAN    PROPERTY                                                                     ZIP    PROPERTY
POOL NO.  SELLER          NUMBER  NAME                                              CITY              STATE    CODE   TYPE
------------------------------------------------------------------------------------------------------------------------------------
<C>       <C>           <C>         <S>                                              <C>               <C>     <C>     <C>
6         PCF            753158   125 Delawanna Avenue                              Clifton             NJ     07014  Industrial
7         PCF            752707   2731 San Tomas Expressway                         Santa Clara         CA     95050  Office
16        PCF            753223   16700 Aston Street and  1771 & 1791 Deere Aveune  Irvine              CA     92606  Industrial
19        PCF            753235   Terrace Oaks I And II                             Oakbrook Terrace    IL     60181  Office
20        PCF            753177   Wedge Office Building                             Santa Clara         CA     95054  Office
24        PCF            753245   14000, 14020 & 14030 183rd St                     La Palma            CA     90623  Industrial
33        PCF            753288   6650 Top Gun Street                               San Diego           CA     92121  Industrial
35        PCF            753252   20100 Alameda Street                              Rancho Dominguez    CA     90221  Industrial
39        PCF            753218   26 Whittier Street                                Framingham          MA     01701  Retail
40        PCF            753246   15500 Phoebe Avenue                               La Mirada           CA     90638  Industrial
58        PCF            753229   Highland Gardens Apartments                       Chamblee            GA     30341  Multifamily
62        PCF            753240   10118 W. 119th Street                             Overland Park       KS     66210  Retail
85        PCF            753263   4051 Douglas Boulevard                            Granite Bay         CA     95746  Retail
92        PCF            753257   1211 Artesia Boulevard                            Carson              CA     90746  Industrial
123       PCF            753272   14941 Northam Street                              La Mirada           CA     90638  Industrial
125       PCF            753258   623 Artesia Boulevard                             Carson              CA     90746  Industrial
195       PCF            753259   2945 East Maria Street                            Rancho Dominguez    CA     90221  Industrial
196       PCF            753261   14141 Arbor Place                                 Cerritos            CA     90703  Industrial
230       PCF            753260   1811-1821 Kaiser Avenue                           Irvine              CA     92614  Industrial

<CAPTION>

PROPERTY                   ORIGINAL       CUT-OFF DATE     MASTER    MASTER SERVICING     PRIMARY     SUB-SERVICING   PRIMARY EXCESS
SUB-TYPE                   BALANCE         BALANCE          FEE        EXCESS FEE         FEE         FEE             SERVICING
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>                <C>              <C>         <C>          <C>          <C>
Warehouse                  $20,000,000    $19,910,528        2                5             1          0               0
Suburban                   $19,550,000    $19,367,932        2                5             1          0               0
Flex Industrial            $10,000,000     $9,975,802        2                5             1          0               0
Suburban                    $9,100,000     $9,075,548        2                5             1          0               0
Suburban                    $9,000,000     $8,958,479        2                5             1          0               0
Warehouse                   $8,400,000     $8,375,779        2                5             1          0               0
Warehouse                   $6,500,000     $6,489,272        2                5             1          0               0
Light Industrial            $6,175,000     $6,175,000        2                5             1          0               0
Free Standing               $5,600,000     $5,585,567        2                5             1          0               0
Warehouse                   $5,500,000     $5,484,141        2                5             1          0               0
Garden                      $3,500,000     $3,491,033        2                5             1          0               0
Free Standing               $3,400,000     $3,389,678        2                5             1          0               0
Free Standing               $2,500,000     $2,490,372        2                5             1          0               0
Light Industrial            $2,350,000     $2,350,000        2                5             1          0               0
Warehouse                   $1,800,000     $1,796,414        2                5             1          0               0
Light Industrial            $1,750,000     $1,750,000        2                5             1          0               0
Light Industrial            $1,025,000     $1,025,000        2                5             1          0               0
Light Industrial            $1,025,000     $1,025,000        2                5             1          0               0
Light Industrial              $675,000       $675,000        2                5             1          0               0

TOTALS/WEIGHTED AVERAGES: $117,850,000   $117,390,546
</TABLE>

<PAGE>

                                    EXHIBIT 2

                   REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS


            1. Mortgage  Loan  Schedule.  The  information  set  forth  in the
Mortgage Loan Schedule is complete,  true and correct in all material respects
as of the date of this Agreement and as of the Cut-Off Date.

            2. Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a
whole loan and not a participation interest in a mortgage loan. Immediately
prior to the transfer to the Purchaser of the Mortgage Loans, the Seller had
good title to, and was the sole owner of, each Mortgage Loan. The Seller has
full right, power and authority to transfer and assign each of the Mortgage
Loans to or at the direction of the Purchaser and has validly and effectively
conveyed (or caused to be conveyed) to the Purchaser or its designee all of the
Seller's legal and beneficial interest in and to the Mortgage Loans free and
clear of any and all pledges, liens, charges, security interests and/or other
encumbrances. The sale of the Mortgage Loans to the Purchaser or its designee
does not require the Seller to obtain any governmental or regulatory approval or
consent that has not been obtained. None of the Mortgage Loan documents restrict
the Seller's right to transfer the Mortgage Loan to the Purchaser or to the
Trustee.

            3. Payment Record. No scheduled payment of principal and interest
under any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and
no Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.

            4. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the marketability or current use or operation of the Mortgaged
Property or the current ability of the Mortgaged Property to generate operating
income sufficient to service the Mortgage Loan debt and (e) if such Mortgage
Loan is cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan (the foregoing items (a) through (e) being
herein referred to as the "Permitted Encumbrances"). The related assignment of
such Mortgage executed and delivered in favor of the Trustee is in recordable
form and constitutes a legal, valid and binding assignment, sufficient to convey
to the assignee named therein all of the assignor's right, title and interest
in, to and under such Mortgage. Such Mortgage, together with any separate
security agreements, chattel mortgages or equivalent instruments, establishes
and creates a valid and, subject to the exceptions set forth in paragraph 13
below, enforceable security interest in favor of the holder thereof in all of
the related Mortgagor's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel or an assisted living facility, the Mortgagor's personal
property includes all personal property that a prudent mortgage lender making a
similar Mortgage Loan would deem reasonably necessary to operate the related
Mortgaged Property as it is currently being operated. A Uniform Commercial Code
financing statement has been filed and/or recorded in all places necessary to
perfect a valid security interest in such personal property, to the extent a
security interest may be so created therein, and such security interest is a
first priority security interest, subject to any prior purchase money security
interest in such personal property and any personal property leases applicable
to such personal property. Notwithstanding the foregoing, no representation is
made as to the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or actions other
than the filing of Uniform Commercial Code financing statements are required in
order to effect such perfection.

            5. Assignment of Leases and Rents. The Assignment of Leases related
to and delivered in connection with each Mortgage Loan establishes and creates a
valid, subsisting and, subject to the exceptions set forth in paragraph 13
below, enforceable first priority lien and first priority security interest in
the related Mortgagor's interest in all leases, sub-leases, licenses or other
agreements pursuant to which any person is entitled to occupy, use or possess
all or any portion of the real property subject to the related Mortgage, and
each assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases.

            6. Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or subordinated in whole or in part, and the
related Mortgaged Property has not been released from the lien of such Mortgage,
in whole or in part (except for partial reconveyances of real property that are
set forth on Schedule A to Exhibit 2), nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission or
release, in any manner that, in each case, materially adversely affects the
value of the related Mortgaged Property. None of the terms of any Mortgage Note,
Mortgage or Assignment of Leases has been impaired, waived, altered or modified
in any respect, except by written instruments, all of which are included in the
related Mortgage File and none of the Mortgage Loans has been materially
modified since October 7, 2002.

            7. Condition of Property; Condemnation. With respect to the
Mortgaged Properties securing the Mortgage Loans that were the subject of an
engineering report after the first day of the month that is 18 months prior to
the Closing Date as set forth on Schedule A to this Exhibit 2, other than as
disclosed in such engineering report, each Mortgaged Property is, to the
Seller's knowledge, free and clear of any damage (or adequate reserves therefor
have been established based on the engineering report) that would materially and
adversely affect its value as security for the related Mortgage Loan, and (ii)
with respect to the Mortgaged Properties securing the Mortgage Loans that were
not the subject of an engineering report after the first day of the month that
is 18 months prior to the Closing Date as set forth on Schedule A to this
Exhibit 2, each Mortgaged Property is in good repair and condition and all
building systems contained therein are in good working order (or adequate
reserves therefor have been established) and each Mortgaged Property is free of
structural defects, in each case, that would materially and adversely affect its
value as security for the related Mortgage Loan as of the date hereof. The
Seller has received no notice of the commencement of any proceeding for the
condemnation of all or any material portion of any Mortgaged Property. To the
Seller's knowledge (based on surveys and/or title insurance obtained in
connection with the origination of the Mortgage Loans), as of the date of the
origination of each Mortgage Loan, all of the material improvements on the
related Mortgaged Property that were considered in determining the appraised
value of the Mortgaged Property lay wholly within the boundaries and building
restriction lines of such property, except for encroachments that are insured
against by the lender's title insurance policy referred to herein or that do not
materially and adversely affect the value or marketability of such Mortgaged
Property, and no improvements on adjoining properties materially encroached upon
such Mortgaged Property so as to materially and adversely affect the value or
marketability of such Mortgaged Property, except those encroachments that are
insured against by the Title Policy referred to herein.

            8. Title Insurance. Each Mortgaged Property is covered by an
American Land Title Association (or an equivalent form of) lender's title
insurance policy, a pro forma policy or a marked-up title insurance commitment
(on which the required premium has been paid) which evidences such title
insurance policy (the "Title Policy") in the original principal amount of the
related Mortgage Loan after all advances of principal. Each Title Policy insures
that the related Mortgage is a valid first priority lien on such Mortgaged
Property, subject only to Permitted Encumbrances. Each Title Policy (or, if it
has yet to be issued, the coverage to be provided thereby) is in full force and
effect, all premiums thereon have been paid and no material claims have been
made thereunder and no claims have been paid thereunder. No holder of the
related Mortgage has done, by act or omission, anything that would materially
impair the coverage under such Title Policy. Immediately following the transfer
and assignment of the related Mortgage Loan to the Trustee, such Title Policy
(or, if it has yet to be issued, the coverage to be provided thereby) will inure
to the benefit of the Trustee without the consent of or notice to the insurer.
To the Seller's knowledge, the insurer issuing such Title Policy is qualified to
do business in the jurisdiction in which the related Mortgaged Property is
located.

            9. No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement that must be satisfied as a condition to
disbursements of any funds escrowed for such purpose have been complied with on
or before the Closing Date, or any such funds so escrowed have not been
released.

            10. Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary and
enforceable provisions (subject to the exceptions set forth in paragraph 13)
such as to render the rights and remedies of the holder thereof adequate for the
practical realization against the related Mortgaged Property of the principal
benefits of the security intended to be provided thereby.

            11. Trustee under Deed of Trust. If any Mortgage is a deed of trust,
(1) a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.

            12.   Environmental Conditions.

            (i) With respect to the Mortgaged Properties securing the Mortgage
Loans that were the subject of an environmental site assessment meeting ASTM
Standards after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, an environmental site
assessment, or an update of a previous such report, was performed with respect
to each Mortgaged Property in connection with the origination or the acquisition
of the related Mortgage Loan, a report of each such assessment (or the most
recent assessment with respect to each Mortgaged Property) (an "Environmental
Report") has been delivered to the Purchaser, and the Seller has no knowledge of
any material and adverse environmental condition or circumstance affecting any
Mortgaged Property that was not disclosed in such report. Each Mortgage requires
the related Mortgagor to comply with all applicable federal, state and local
environmental laws and regulations. Where such assessment disclosed the
existence of a material and adverse environmental condition or circumstance
affecting any Mortgaged Property, (i) a party not related to the Mortgagor was
identified as the responsible party for such condition or circumstance or (ii)
environmental insurance covering such condition was obtained or must be
maintained until the condition is remediated or (iii) the related Mortgagor was
required either to provide additional security that was deemed to be sufficient
by the originator in light of the circumstances and/or to establish an
operations and maintenance plan.

            (ii) With respect to the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an environmental site assessment meeting ASTM
Standards after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, (i) no Hazardous
Material is present on such Mortgaged Property such that (1) the value, use or
operation of such Mortgaged Property is materially and adversely affected or (2)
under applicable federal, state or local law, (a) such Hazardous Material could
be required to be eliminated at a cost materially and adversely affecting the
value of the Mortgaged Property before such Mortgaged Property could be altered,
renovated, demolished or transferred or (b) the presence of such Hazardous
Material could (upon action by the appropriate governmental authorities) subject
the owner of such Mortgaged Property, or the holders of a security interest
therein, to liability for the cost of eliminating such Hazardous Material or the
hazard created thereby at a cost materially and adversely affecting the value of
the Mortgaged Property, and (ii) such Mortgaged Property is in material
compliance with all applicable federal, state and local laws pertaining to
Hazardous Materials or environmental hazards, any noncompliance with such laws
does not have a material adverse effect on the value of such Mortgaged Property
and neither Seller nor, to Seller's knowledge, the related Mortgagor or any
current tenant thereon, has received any notice of violation or potential
violation of any such law.

      "Hazardous Materials" means gasoline, petroleum products, explosives,
      radioactive materials, polychlorinated biphenyls or related or similar
      materials, and any other substance, material or waste as may be defined as
      a hazardous or toxic substance by any federal, state or local
      environmental law, ordinance, rule, regulation or order, including without
      limitation, the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980, as amended (42 U.S.C.ss.ss.9601 et seq.), the
      Hazardous Materials Transportation Act as amended (42 U.S.C.ss.ss.6901 et
      seq.), the Resource Conservation and Recover Act as amended (42
      U.S.C.ss.ss.6901 et seq.), the Federal Water Pollution Control Act as
      amended (33 U.S.C.ss.ss.1251 et seq.), the Clean Air Act as amended (42
      U.S.C.ss.ss.1251 et seq.) and any regulations promulgated pursuant
      thereto.

Each Mortgage requires the related Mortgagor to comply with all applicable
federal, state and local environmental laws and regulations.

            13. Loan Document Status. Each Mortgage Note, Mortgage and other
agreement that evidences or secures such Mortgage Loan and was executed by or on
behalf of the related Mortgagor is the legal, valid and binding obligation of
the maker thereof (subject to any non-recourse provisions contained in any of
the foregoing agreements and any applicable state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally, and by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law) and there is
no valid defense, counterclaim or right of offset or rescission available to the
related Mortgagor with respect to such Mortgage Note, Mortgage or other
agreement.

            14. Insurance. Each Mortgaged Property is, and is required pursuant
to the related Mortgage to be, insured by (a) a fire and extended perils
insurance policy providing coverage against loss or damage sustained by reason
of fire, lightning, windstorm, hail, explosion, riot, riot attending a strike,
civil commotion, aircraft, vehicles and smoke, and, to the extent required as of
the date of origination by the originator of such Mortgage Loan consistent with
its normal commercial mortgage lending practices, against other risks insured
against with respect to similarly situated properties in the locality of the
Mortgaged Property (so-called "All Risk" coverage) in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements located at the Mortgaged Property, and
contains no provisions for a deduction for depreciation, and not less than the
amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property; (b) a business interruption or rental loss
insurance policy, in an amount at least equal to six months of operations of the
Mortgaged Property; (c) a flood insurance policy (if any portion of buildings or
other structures on the Mortgaged Property are located in an area identified by
the Federal Emergency Management Agency as having special flood hazards and the
Federal Emergency Management Agency requires flood insurance to be maintained);
and (d) a comprehensive general liability insurance policy in amounts as are
generally required by commercial mortgage lenders for properties of similar
types, and in any event not less than $1 million per occurrence. Such insurance
policy contains a standard mortgagee clause that names the mortgagee as an
additional insured in the case of liability insurance policies and as a loss
payee in the case of property insurance policies and requires prior notice to
the holder of the Mortgage of termination or cancellation. No such notice has
been received, including any notice of nonpayment of premiums, that has not been
cured. Each Mortgage obligates the related Mortgagor to maintain all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from such Mortgagor. Each Mortgage provides that
casualty insurance proceeds will be applied (a) to the restoration or repair of
the related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Mortgagor, or (c) to the reduction of the principal
amount of the Mortgage Loan. For each Mortgaged Property located in a Zone 3 or
Zone 4 seismic zone, either: (i) a seismic report which indicated a PML of less
than 20% was prepared, based on a 450 or 475-year lookback with a 10%
probability of exceedance in a 50-year period, at origination for such Mortgaged
Property or (ii) the improvements for the Mortgaged Property are insured against
earthquake damage.

            15. Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the
related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered delinquent or unpaid
until the date on which interest or penalties would be first payable thereon.

            16. Mortgagor Bankruptcy. No Mortgagor is, to the Seller's
knowledge, a debtor in any state or federal bankruptcy or insolvency proceeding.

            17. Leasehold Estate. Each Mortgaged Property consists of a fee
simple estate in real estate or, if the related Mortgage Loan is secured in
whole or in part by the interest of a Mortgagor as a lessee under a ground lease
of a Mortgaged Property (a "Ground Lease"), by the related Mortgagor's interest
in the Ground Lease but not by the related fee interest in such Mortgaged
Property (the "Fee Interest"), and as to such Ground Leases:

            (i) Such Ground Lease or a memorandum thereof has been or will be
      duly recorded; such Ground Lease (or the related estoppel letter or lender
      protection agreement between the Seller and related lessor) does not
      prohibit the current use of the Mortgaged Property and does not prohibit
      the interest of the lessee thereunder to be encumbered by the related
      Mortgage; and there has been no material change in the payment terms of
      such Ground Lease since the origination of the related Mortgage Loan, with
      the exception of material changes reflected in written instruments that
      are a part of the related Mortgage File;

            (ii) The lessee's interest in such Ground Lease is not subject to
      any liens or encumbrances superior to, or of equal priority with, the
      related Mortgage, other than Permitted Encumbrances;

            (iii) The Mortgagor's interest in such Ground Lease is assignable to
      the Purchaser and the Trustee as its assignee upon notice to, but without
      the consent of, the lessor thereunder (or, if such consent is required, it
      has been obtained prior to the Closing Date) and, in the event that it is
      so assigned, is further assignable by the Purchaser and its successors and
      assigns upon notice to, but without the need to obtain the consent of,
      such lessor or if such lessor's consent is required it cannot be
      unreasonably withheld;

            (iv) Such Ground Lease is in full force and effect, and the Ground
      Lease provides that no material amendment to such Ground Lease is binding
      on a mortgagee unless the mortgagee has consented thereto, and the Seller
      has received no notice that an event of default has occurred thereunder,
      and, to the Seller's knowledge, there exists no condition that, but for
      the passage of time or the giving of notice, or both, would result in an
      event of default under the terms of such Ground Lease;

            (v) Such Ground Lease, or an estoppel letter or other agreement, (A)
      requires the lessor under such Ground Lease to give notice of any default
      by the lessee to the holder of the Mortgage; and (B) provides that no
      notice of termination given under such Ground Lease is effective against
      the holder of the Mortgage unless a copy of such notice has been delivered
      to such holder and the lessor has offered or is required to enter into a
      new lease with such holder on terms that do not materially vary from the
      economic terms of the Ground Lease.

            (vi) A mortgagee is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under such Ground Lease) to cure any default under such Ground
      Lease, which is curable after the receipt of notice of any such default,
      before the lessor thereunder may terminate such Ground Lease;

            (vii) Such Ground Lease has an original term (including any
      extension options set forth therein) which extends not less than twenty
      years beyond the Stated Maturity Date of the related Mortgage Loan;

            (viii) Under the terms of such Ground Lease and the related
      Mortgage, taken together, any related insurance proceeds or condemnation
      award awarded to the holder of the ground lease interest will be applied
      either (A) to the repair or restoration of all or part of the related
      Mortgaged Property, with the mortgagee or a trustee appointed by the
      related Mortgage having the right to hold and disburse such proceeds as
      the repair or restoration progresses (except in such cases where a
      provision entitling a third party to hold and disburse such proceeds would
      not be viewed as commercially unreasonable by a prudent commercial
      mortgage lender), or (B) to the payment of the outstanding principal
      balance of the Mortgage Loan together with any accrued interest thereon;
      and

            (ix) Such Ground Lease does not impose any restrictions on
      subletting which would be viewed as commercially unreasonable by prudent
      commercial mortgage lenders lending on a similar Mortgaged Property in the
      lending area where the Mortgaged Property is located; and such Ground
      Lease contains a covenant that the lessor thereunder is not permitted, in
      the absence of an uncured default, to disturb the possession, interest or
      quiet enjoyment of the lessee thereunder for any reason, or in any manner,
      which would materially adversely affect the security provided by the
      related Mortgage.

            (x) Such Ground Lease requires the Lessor to enter into a new lease
      upon termination of such Ground Lease if the Ground Lease is rejected in a
      bankruptcy proceeding.

            18. Escrow Deposits. All escrow deposits and payments relating to
each Mortgage Loan that are, as of the Closing Date, required to be deposited or
paid have been so deposited or paid.

            19. LTV Ratio. The gross proceeds of each Mortgage Loan to the
related Mortgagor at origination did not exceed the non-contingent principal
amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an
interest in real property having a fair market value (i) at the date the
Mortgage Loan was originated, at least equal to 80 percent of the original
principal balance of the Mortgage Loan or (ii) at the Closing Date, at least
equal to 80 percent of the principal balance of the Mortgage Loan on such date;
provided that for purposes hereof, the fair market value of the real property
interest must first be reduced by (x) the amount of any lien on the real
property interest that is senior to the Mortgage Loan and (y) a proportionate
amount of any lien that is in parity with the Mortgage Loan (unless such other
lien secures a Mortgage Loan that is cross-collateralized with such Mortgage
Loan, in which event the computation described in clauses (a)(i) and (a)(ii) of
this paragraph 19 shall be made on a pro rata basis in accordance with the fair
market values of the Mortgaged Properties securing such cross-collateralized
Mortgage Loans); or (b) substantially all the proceeds of such Mortgage Loan
were used to acquire, improve or protect the real property that served as the
only security for such Mortgage Loan (other than a recourse feature or other
third party credit enhancement within the meaning of Treasury Regulations
Section 1.860G-2(a)(1)(ii)).

            20. Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

            21. Advancement of Funds by the Seller. No holder of a Mortgage Loan
has advanced funds or induced, solicited or knowingly received any advance of
funds from a party other than the owner of the related Mortgaged Property,
directly or indirectly, for the payment of any amount required by such Mortgage
Loan.

            22. No Mechanics' Liens. Each Mortgaged Property is free and clear
of any and all mechanics' and materialmen's liens that are prior or equal to the
lien of the related Mortgage, except, in each case, for liens insured against by
the Title Policy referred to herein, and no rights are outstanding that under
law could give rise to any such lien that would be prior or equal to the lien of
the related Mortgage except, in each case, for liens insured against by the
Title Policy referred to herein.

            23. Compliance with Usury Laws. Each Mortgage Loan complied with (or
is exempt from) all applicable usury laws in effect at its date of origination.

            24. Cross-collateralization. No Mortgage Loan is cross-
collateralized or cross-defaulted with any loan other than one or more other
Mortgage Loans.

            25. Releases of Mortgaged Property. Except as described in the next
sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or
any material portion of the related Mortgaged Property that was included in the
appraisal for such Mortgaged Property, and/or generates income from the lien of
the related Mortgage except upon payment in full of all amounts due under the
related Mortgage Loan or in connection with the defeasance provisions of the
related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule A hereto require the mortgagee to grant releases of
portions of the related Mortgaged Properties upon (a) the satisfaction of
certain legal and underwriting requirements and/or (b) the payment of a release
price and prepayment consideration in connection therewith, in the case of both
(a) and (b), consistent with the Seller's normal lending practices. Except as
described in the first sentence hereof and for those Mortgage Loans identified
on Schedule A, no Mortgage Loan permits the full or partial release or
substitution of collateral unless the mortgagee or servicer can require the
Mortgagor to provide an opinion of tax counsel to the effect that such release
or substitution of collateral (a) would not constitute a "significant
modification" of such Mortgage Loan within the meaning of Treas. Reg.
ss.1.1001-3 and (b) would not cause such Mortgage Loan to fail to be a
"qualified mortgage" within the meaning of Section 860G(a)(3)(A) of the Code.
The loan documents require the related Mortgagor to bear the cost of such
opinion.

            26. No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization (except that the ARD Loan may provide for the accrual of interest
at an increased rate after the Anticipated Repayment Date) or for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property.

            27. No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller in any of paragraphs 3, 7, 12,
14, 15, 16 and 17 of this Exhibit 2.

            28. Inspections. The Seller (or if the Seller is not the originator,
the originator of the Mortgage Loan) has inspected or caused to be inspected
each Mortgaged Property in connection with the origination of the related
Mortgage Loan.

            29. Local Law Compliance. Based on due diligence considered
reasonable by prudent commercial mortgage lenders in the lending area where the
Mortgaged Property is located, the improvements located on or forming part of
each Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.

            30. Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien junior to the lien of the related Mortgage.

            31. Actions Concerning Mortgage Loans. To the knowledge of the
Seller, there are no actions, suits or proceedings before any court,
administrative agency or arbitrator concerning any Mortgage Loan, Mortgagor or
related Mortgaged Property that might adversely affect title to the Mortgaged
Property or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.

            32. Servicing. The servicing and collection practices used by the
Seller or any prior holder or servicer of each Mortgage Loan have been in all
material respects legal, proper and prudent and have met customary industry
standards.

            33. Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan or as of the date of
the sale of the related Mortgage Loan by the Seller hereunder, the related
Mortgagor was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated.

            34. Collateral in Trust. The Mortgage Note for each Mortgage Loan is
not secured by a pledge of any collateral that has not been assigned to the
Purchaser.

            35. Due on Sale. Each Mortgage Loan contains a "due on sale" clause,
which provides for the acceleration of the payment of the unpaid principal
balance of the Mortgage Loan if, without prior written consent of the holder of
the Mortgage, the property subject to the Mortgage or any material portion
thereof, or a controlling interest in the related Mortgagor, is transferred,
sold or encumbered by a junior mortgage or deed of trust; provided, however,
that certain Mortgage Loans provide a mechanism for the assumption of the loan
by a third party upon the Mortgagor's satisfaction of certain conditions
precedent, and upon payment of a transfer fee, if any, or transfer of interests
in the Mortgagor or constituent entities of the Mortgagor to a third party or
parties related to the Mortgagor upon the Mortgagor's satisfaction of certain
conditions precedent.

            36. Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Mortgagor, provided that at least one natural person
(and the Mortgagor if the Mortgagor is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.

            37.   Reserved.

            38. REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage"
as such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages). Each Mortgaged Property will qualify as
foreclosure property within the meaning of Section 856(e) of the Code if
obtained by foreclosure or deed in lieu of foreclosure.

            39.   Reserved.

            40. Prepayment Premiums. As of the applicable date of origination of
each such Mortgage Loan, any prepayment premiums and yield maintenance charges
payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted customary prepayment premiums and yield maintenance
charges for commercial mortgage loans of the Seller.

            41. Loan Provisions. No Mortgage Loan contains a provision that by
its terms would automatically or at the unilateral option of the Mortgagor cause
such Mortgage Loan not be a "qualified mortgage" as such term is defined in
Section 860G(a)(3) of the Code.

            42. Single Purpose Entity. The Mortgagor on each Mortgage Loan with
a Cut-Off Date Principal Balance in excess of $10 million, was, as of the
origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a
"Single Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one or more of the
Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging
in any business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any assets other than those related to its interest in, and operation of,
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person (other than a Mortgagor for a Mortgage Loan that is
cross-collateralized and cross-defaulted with the related Mortgage Loan), and
that it holds itself out as a legal entity, separate and apart from any other
person.

            43. Defeasance and Assumption Costs. The related Mortgage Loan
Documents provide that the related borrower is responsible for the payment of
all reasonable costs and expenses of the Lender incurred in connection with (i)
the defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, (ii) the approval of an assumption of such Mortgage Loan.

            44. Defeasance. No Mortgage Loan provides that it can be defeased
until a date that is more than two years after the Closing Date or provides that
it can be defeased with any property other than government securities (as
defined in Section 2(a)(16) of the Investment Company Act of 1940, as amended)
or any direct non-callable security issued or guaranteed as to principal or
interest by the United States.

            45. Terrorism Insurance Summary Report. The information set forth on
Schedule C hereto was true and correct in all material respects as of November
25, 2002.

<PAGE>

                                   Schedule A

           EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES REGARDING
                         INDIVIDUAL MORTGAGE LOANS
               (Principal Commercial Funding, LLC - 2002 IQ3)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
REP. NO.                  LOAN NO.                EXPLANATION
------------------------------------------------------------------------------------------------
<S>                     <C>                       <C>
2. Whole Loan;                752707              This Mortgage Loan secures a senior Note A
     Ownership of        (2731 San Tomas          for this loan, as well as a junior Note B
     Mortgage              Expressway)            (which will be held outside of the Trust).
     Loans                                        The respective rights of the holders of Note
                                                  A and Note B are governed by an
                                                  Intercreditor Agreement.
------------------------------------------------------------------------------------------------
6. Mortgage              752707 (2731 San         This Mortgage Loan was amended to reflect
     Status;            Tomas Expressway)         that the original Note in the principal
     Waiver and                                   amount of $23,000,000 has been split into
     Modification                                 two notes, Note A, the senior note and Note
                                                  B, the junior note (Note B will be held
                                                  outside of the trust).  The respective
                                                  rights of the holders of Note A and Note B
                                                  are governed by an Intercreditor Agreement.

------------------------------------------------------------------------------------------------
14(a). Insurance           753158 (125            The insurance coverage for this loan
                        Delawanna Avenue)         provides for 100% co-insurance.  The
                                                  existing coverage amount exceeds replacement
                                                  cost which will prevent the co-insurance
                                                  clause from being invoked.

                        753218 (26 Whittier
                             Street)              This is a loan for which BJ Wholesale Club,
                                                  Inc., as the single tenant, provides the
                                                  insurance coverage pursuant to the terms of
                                                  its lease.  The insurance provision under
                                                  the lease permits either 80% or 90%
                                                  co-insurance provided sufficient coverage is
                                                  present such that the insured is not a
                           753263 (4051           co-insurer. In this case, coverage exceeds
                        Douglas Boulevard)        the replacement cost.

                                                  This is a loan for which Walgreen's Co., as
                                                  the single tenant, self-insures pursuant to
                                                  the terms of its lease for so-called
                                                  'All-Risk" coverage.

------------------------------------------------------------------------------------------------
14(b). Insurance        753218 (26 Whittier        Loss of Rents coverage is not required until
                             Street)              August 1, 2011 provided BJ's Wholesale Club,
                                                  Inc. remains the single tenant, as the BJ's
                                                  Wholesale Club, Inc. lease does not permit
                                                  rent abatement or termination following a
                                                  casualty until that date.

                           753263 (4051           Loss of rents coverage was waived as rent
                        Douglas boulevard)        cannot be abated for 365 days following a
                                                  casualty under the terms of the Walgreen's
                                                  Co. lease and the lease cannot be terminated
                                                  for 270 days following a casualty.

                         753288 (6650 Top         Loss of rents coverage was waived as rent
                          Gun Street              cannot be abated due to a casualty under the
                                                  terms of the Unisource Worldwide, Inc. lease.

------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
REP. NO.                  LOAN NO.                EXPLANATION
------------------------------------------------------------------------------------------------
<S>                     <C>                       <C>
14(d). Insurance           753263 (4051           This is a loan for which Walgreen's Co., as
                        Douglas Boulevard)        the single tenant, self-insures pursuant to
                                                  the terms of its lease for liability
                                                  coverage.

------------------------------------------------------------------------------------------------
25. Releases of          753235 (Terrace          The release of a building may be triggered
      Mortgage            Oaks I and II)          by a casualty, following which the building
      Property                                    cannot be rebuilt "as is" due to the legal
                                                  non-conforming status (as to parking) of the
                                                  building. The release provision in the Loan
                                                  Documents does not have as a requirement an
                                                  opinion of tax counsel, nor is prepayment of
                                                  the entire loan required in conjunction with
                                                  payment of the release price.  Two of the
                                                  conditions necessary to release are (1)
                                                  prepayment of the unpaid principal balance
                                                  of the loan that relates to the release
                                                  portion, such release amount based on a set
                                                  dollar amount per square footage and (2)
                                                  maintenance of an LTV after release of 75%
                                                  or less.

------------------------------------------------------------------------------------------------
36. Non-Recourse         752707 (2731 San         These Mortgage Loans do not have a natural
     Exceptions         Tomas Expressway),        person liable for the non-recourse
                       753218 (26 Whittier        carve-outs.
                         Street), 753223
                       (16700 Aston Street
                         and 1771 & 1791
                          Deere Avenue),
                          753245 (14000,
                       14020 & 14030 183rd
                         Street), 753252
                          (20100 Alameda
                         Street), 753257
                          (1211 Artesia
                        Boulevard), 753272
                          (14941 Northam
                         Street), 753288
                          (6650 Top Gun
                             Street)

------------------------------------------------------------------------------------------------
42. Single               752707 (2731 San         This Mortgage Loan with a Cut-Off Date
     Purpose            Tomas Expressway)         Principal Balance in excess of $10 million
     Entity                                       does not have a Single Purpose Entity
                                                  borrower.
------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                   Schedule B


   List of Mortgagors that are Third-Party Beneficiaries Under Section 5(b)



                                      None

<PAGE>

                                   Schedule C

                      (Terrorism Insurance Summary Report)

            As required by representation number 45 (Terrorism Insurance Summary
Report), the following is a summary of the Terrorism Insurance with
                         respect to the Mortgage Loans:


                                                                        2002-IQ3
                                                             TERRORISM INSURANCE
                                                                  AS OF 12/9/02

<TABLE>
<CAPTION>
LOAN                 INTERNAL
TAB NO.  SELLER      LOAN ID    PROPERTY NAME                                      PROPERTY ADDRESS
----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>         <C>        <C>                                                <C>
         PCF         752707     2731 San Tomas Expressway                          2731 San Tomas Expressway
         PCF         753158     125 Delawanna Avenue                               125 Delawanna Avenue
         PCF         753177     Wedge Office Building                              5201 Patrick Henry Drive
         PCF         753218     26 Whittier Street                                 26 Whittier Street
         PCF         753223     16700 Aston Street and  1771 & 1791 Deere Avenue   16700 Aston Street and 1771 & 1791 Deere Avenue
         PCF         753229     Highland Gardens Apartments                        3652 Pierce Drive
         PCF         753235     Terrace Oaks I And II                              1S 660 Midwest Road & 17W 635 Butterfield Road
         PCF         753240     10118 W. 119th Street                              10118 W. 119th Street
         PCF         753245     14000, 14020 & 14030 183rd St                      14000, 14020 & 14030 183rd St
         PCF         753246     15500 Phoebe Avenue                                15500 Phoebe Avenue
         PCF         753252     20100 Alameda Street                               20100 Alameda Street
         PCF         753257     1211 Artesia Boulevard                             1211 Artesia Boulevard
         PCF         753258     623 Artesia Boulevard                              623 Artesia Boulevard
         PCF         753259     2945 East Maria Street                             2945 East Maria Street
         PCF         753260     1811-1821 Kaiser Avenue                            1811-1821 Kaiser Avenue
         PCF         753261     14141 Arbor Place                                  14141 Arbor Place
         PCF         753263     4051 Douglas Boulevard                             4051 Douglas Boulevard
         PCF         753272     14941 Northam Street                               14941 Northam Street
         PCF         753288     6650 Top Gun Street                                6650 Top Gun Street




<CAPTION>
                                                                                      ORIGINAL
LOAN                                                                                  PRINCIPAL
TAB NO.  BORROWER NAME                                                                BALANCE
----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                                                                          <C>
         Sobrato Interests III                                                        $23,000,000
         Morris Clifton Associates II, LLC                                            $20,000,000
         Batton Associates, LLC                                                        $9,000,000
         Laborers' Pension/Framingham Investment Corporation                           $5,600,000
         BCSD Properties, LP                                                          $10,000,000
         Miles-April Ridge, LLC                                                        $3,500,000
         Terrace Oaks Associates, L.L.C.                                               $9,100,000
         Overland Park Associates, LLC                                                 $3,400,000
         183rd La Palma Investors                                                      $8,400,000
         MaCaw-Phoebe Investors                                                        $5,500,000
         Alameda Property Co.                                                          $6,175,000
         1211 E. Artesia Property Co.                                                  $2,350,000
         Ronald H. Bloom, as Trustee of the Bloom Family Trust                         $1,750,000
         Ronald H. Bloom, as Trustee of the Bloom Family Trust                         $1,025,000
         Ronald H. Bloom, as Trustee of the Bloom Family Trust                           $675,000
         Ronald H. Bloom, as Trustee of the Bloom Family Trust                         $1,025,000
         Sierra College-Douglas Partners                                               $2,500,000
         The Neff Investment Group                                                     $1,800,000
         West Top Gun, LLC                                                             $6,500,000

         TOTAL-ORIGINAL PRINCIPAL BALANCE                                            $121,300,000
         % W/O TERRORISM INS                                                                0.000%
         Total Loans Renewal Info. Not Provided for terms expiring year end 2002       $1,800,000
         % Recent Renewal Info. Not Provided                                                1.484%




<CAPTION>
LOAN     CUT-OFF DATE    MORTGAGE LOAN
TAB NO.  BALANCE         BORROWER                                                 PROPERTY
----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>             <C>                                                      <C>
         $22,785,803     Sobrato Interests III                                    2731 San Tomas Expressway
         $19,910,528     Morris Clifton Associates II, LLC                        125 Delawanna Avenue
          $8,958,479     Batton Associates, LLC                                   Wedge Office Building
          $5,585,567     Laborers' Pension/Framingham Investment Corporation      26 Whittier Street
          $9,975,802     BCSD Properties, LP                                      16700 Aston Street and  1771 & 1791 Deere Avenue
          $3,491,033     Miles-April Ridge, LLC                                   Highland Gardens Apartments
          $9,075,548     Terrace Oaks Associates, L.L.C.                          Terrace Oaks I And II
          $3,389,678     Overland Park Associates, LLC                            10118 W. 119th Street
          $8,375,779     183rd La Palma Investors                                 14000, 14020 & 14030 183rd St
          $5,484,141     MaCaw-Phoebe Investors                                   15500 Phoebe Avenue
          $6,175,000     Alameda Property Co.                                     20100 Alameda Street
          $2,350,000     1211 E. Artesia Property Co.                             1211 Artesia Boulevard
          $1,750,000     Ronald H. Bloom, as Trustee of the Bloom Family Trust    623 Artesia Boulevard
          $1,025,000     Ronald H. Bloom, as Trustee of the Bloom Family Trust    2945 East Maria Street
            $675,000     Ronald H. Bloom, as Trustee of the Bloom Family Trust    1811-1821 Kaiser Avenue
          $1,025,000     Ronald H. Bloom, as Trustee of the Bloom Family Trust    14141 Arbor Place
          $2,490,372     Sierra College-Douglas Partners                          4051 Douglas Boulevard
          $1,796,414     The Neff Investment Group                                14941 Northam Street
          $6,489,272     West Top Gun, LLC                                        6650 Top Gun Street




<CAPTION>
                                                                                                       EXCLUSIONS FOR
LOAN                                                                                                   ACTS OF
TAB NO.  FUNDING DATE        TERM OF INSURANCE           CARRIER                                       TERRORISM (1)
<S>      <C>                 <C>                         <C>                                           <C>
         4/04/2002           9/1/02-9/1/03               Fireman's Fund                                N
         5/06/2002           1/1/02-1/1/03               Citizens Insurance Co. of America             N
         6/12/2002           10/1/02-10/1/03             Federal Insurance Company                     N
         8/06/2002           11/1/02-11/1/03             Lexington Insurance Company                   Y - Casualty Insurance
         7/29/2002           9/1/02-9/1/03               RLI Insurance Company                         No
         8/05/2002           5/14/02-5/14/03             Royal Indemnity                               Yes - Casualty Insurance
         8/20/2002           6/1/02-6/1/03               CAN Insurance Company                         No
         7/29/2002           6/1/02-6/1/03               Travelers Property Casualty Insurance         No
                                                           Company
         8/21/2002           4/1/02-4/1/03               Great Northern Insurance Company              No
         8/21/2002           4/1/02-4/1/03               Great Northern Insurance Company              No
         8/22/2002           8/1/02-8/1/03               Fireman's Fund                                No
         8/22/2002           8/1/02-8/1/03               Fireman's Fund                                No
         8/22/2002           8/1/02-8/1/03               Fireman's Fund                                No
         8/22/2002           8/1/02-8/1/03               Fireman's Fund                                No
         8/22/2002           8/1/02-8/1/03               Fireman's Fund                                No
         8/26/2002           8/1/02-8/1/03               Fireman's Fund                                No
         9/03/2002           See Comments                See Comments                                  Walgreen's - Self Insures
         8/21/2002           12/31/01-12/31/02           Discover P&C Insurance Company; Royal         No
                                                           Indemnity Company; Westchester Surplus
                                                           Lines Insurance Company; Commonwealth
                                                           Insurance Company Royal Indemnity Company
         9/16/2002           7/18/02-7/18/03             Federal Insurance Company                     No




<CAPTION>
         SEPARATE                                          SEPARATE
         TERRORISM                                         CHEMICAL/BIOLOGICAL
LOAN     INSURANCE                                         TERRORISM INSURANCE
TAB NO.  COVERAGE (2)      DEDUCTIBLE                      COVERAGE (2)             DEDUCTIBLE
----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                <C>                            <C>                      <C>
         No                 $   20,000                     See Footnote             See Footnote
         No                 $   10,000                     See Footnote             See Footnote
         No                 $    5,000                     See Footnote             See Footnote
         No                 $        -                     See Footnote             See Footnote
         No                 $    1,000                     See Footnote             See Footnote
         Yes                $3,743,212                     See Footnote             See Footnote
                           (confirmation of coverage
                           rec'd from Marsh 11/15/02)
         No                 $    2,000                     See Footnote             See Footnote
         No                 $    5,000                     See Footnote             See Footnote
         No                 $   25,000                     See Footnote             See Footnote
         No                 $   25,000                     See Footnote             See Footnote
         No                 $    1,000                     See Footnote             See Footnote
         No                 $    1,000                     See Footnote             See Footnote
         No                 $    1,000                     See Footnote             See Footnote
         No                 $    1,000                     See Footnote             See Footnote
         No                 $    1,000                     See Footnote             See Footnote
         No                 $    1,000                     See Footnote             See Footnote
         Yes                $        -                     See Footnote             See Footnote
         No                 $    5,000                     See Footnote             See Footnote
         No                 $    5,000                     See Footnote             See Footnote




<CAPTION>
LOAN
TAB NO.  DESCRIBE MORTGAGE CATCH-ALL (3)                                                              COMMENT
----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                                                                                          <C>
         Insurance against all other hazards as may be reasonably required by Lender,
         including, without limitation, insurance against loss or damage by flood,
         earthquake and insurance against "acts of terrorism" if and only if such coverage
         is "commercially reasonable" (or, alternatively, if the Borrower's all-risk
         policy required in 4 (a)(i) above fails to expressly exclue "acts of terrorism"
         from coverage.) The determination as to "commercially reasonable" shall include
         an analysis (to be provided to Lender) of how similar properties (similar in
         type, size and quality) in the surrounding area/submarket in which the Premises
         is located are required, in general, by other lenders and loan servicers in the
         CMBS marketplace to be insured with respect to "acts of terrorism." The
         determination of "commercially reasonable" must also be acceptable to Lender.
         insurance against all other hazards as may be reasonably required by Lender,
         including, without limitation, insurance against loss or damage by flood or
         earthquake
         insurance against all other hazards as may be reasonably required by Lender,
         including, without limitation, insurance against loss or damage by flood
         insurance against all other hazards as may be reasonably required by Lender,
         including, without limitation, insurance against loss or damage by flood,
         hurricane and windstorm. Notwithstanding the above, so long as BJ's Wholesale
         Club, Inc. is the tenant at the Premises and provides insurance coverage pursuant
         to their lease with Borrower dated October 16, 1991 and amended by Amendment A
         dated October 16, 1991 and Assignment of Lease dated July 18, 1997 ("BJs Lease"),
         (i) the insurance may be written with a so-called eighty percent (80%) or ninety
         percent (90%) co-insurance clause, provided the coverage amount is enough, in
         Lender's reasonable judgement, to render the co-insurance clause inoperative,
         (ii) the deductible shall be in accordance with the terms of the BJ's Lease,
         (iii) terrorism insurance shall not be required, and (iv) loss or rents insurance            TERRORISM COVERAGE, RENTS,
         shall not be required to be in place until August 1, 2011; provided, however,                AND AGREED AMOUNT OR NO
         that if Borrower provides evidence that the BJ's lease has been extended through             COINSURANCE ALL WAIVED
         the term of the Loan and the tenant has no rights to abate rents or terminate the            AS LONG AS BJ'S WHOLESALE
         lease, loss of rents shall not be required.                                                  CLUB IS THE TENANT.
         insurance against all other hazards as may be reasonably required by Lender,
         including, without limitation, insurance against loss or damage by flood
         insurance against all other hazards as may be reasonably required by Lender,
         including, without limitation, insurance against loss or damage by flood. Until
         Borrower receives written notification from Lender indicating otherwise, Borrower
         shall at all times keep in force property insurance without an exclusion for
         terrorism, terrorist acts or similar perils ("Terrorism") or a separate policy
         insurance specifically against Terrorism. Notwithstanding the above, Borrower
         shall not be required to satisfy the conditions or the immediately preceding
         paragraph until December 1, 2002; and during such period Borrower shall be
         personally liable for those obligations detailed in paragraph 9(k) of the Note.
         insurance against all other hazards as may be reasonably required by Lender,
         including, without limitation, insurance against loss or damage by flood
         insurance against all other hazards as may be reasonably required by Lender,
         including, without limitation, insurance against loss or damage by flood, or
         terrorism
         insurance against all other hazards as may be reasonably required by Lender,
         including, without limitation, insurance against loss or damage by flood and
         earthquake and terrorism. Notwithstanding anything hereinabove to the contrary,
         if neither (i) property insurance without an exclusion for terrorism, terrorist
         acts or similar perils ("Terrorism") nor (ii) a separate policy insuring
         specifically against Terrorism is available at a cost which in Lender's opinion
         is commercially reasonable, taking into consideration, among other things, (a)
         how properties similar in type, size, quality and location are insured with
         respect to Terrorism and (b) the amount of coverage, premium and deductible
         applicable to such insurance, then Lender agrees to waive the requirement to
         provide insurance covering Terrorism until such coverage again become available
         at a cost, which in Lender's opinion is commercially reasonable.
         insurance against all other hazards as may be reasonably required by Lender,
         including, without limitation, insurance against loss or damage by flood and
         earthquake and terrorism. Notwithstanding anything hereinabove to the contrary,
         if neither (i) property insurance without an exclusion for terrorism, terrorist
         acts or similar perils ("Terrorism") nor (ii) a separate policy insuring
         specifically against Terrorism is available at a cost which in Lender's opinion
         is commercially reasonable, taking into consideration, among other things, (a)
         how properties similar in type, size, quality and location are insured with
         respect to Terrorism and (b) the amount of coverage, premium and deductible
         applicable to such insurance, then Lender agrees to waive the requirement to
         provide insurance covering Terrorism until such coverage again become available
         at a cost, which in Lender's opinion is commercially reasonable.
         insurance against all other hazards as may be reasonably required by Lender,
         including, without limitation, insurance against loss or damage by flood, and
         earthquake
         insurance against all other hazards as may be reasonably required by Lender,
         including, without limitation, insurance against loss or damage by flood, and
         earthquake
         insurance against all other hazards as may be reasonably required by Lender,
         including, without limitation, insurance against loss or damage by flood, and
         earthquake
         insurance against all other hazards as may be reasonably required by Lender,
         including, without limitation, insurance against loss or damage by flood, and
         earthquake
         insurance against all other hazards as may be reasonably required by Lender,
         including, without limitation, insurance against loss or damage by flood, and
         earthquake
         insurance against all other hazards as may be reasonably required by Lender,
         including, without limitation, insurance against loss or damage by flood, and
         earthquake
         insurance against all other hazards as may be reasonably required by Lender,
         including, without limitation, insurance against loss or damage by flood, and
         earthquake. To the contrary herein notwithstanding, so long as there is no
         default hereunder and so long as the Lease and SNDA, between Borrower, Lender,
         and Walgreen Co. remain in full force and effect and there are no breaches
         thereof, the terms of the Lease shall govern the casualty insurance requirements
         in lieu of the requirements set forth in 4 (a) above, except with respect to
         coverages required in 4 (a)(vi) above which at all times during the term of the
         Loan shall be coverages maintained by Borrower.
         insurance against all other hazards as may be reasonably required by Lender,
         including, without limitation, insurance against loss or damage by flood and
         earthquake and terrorism. Notwithstanding anything hereinabove to the contrary,
         if neither (i) property insurance without an exclusion for terrorism, terrorist
         acts or similar perils ("Terrorism") nor (ii) a separate policy insuring
         specifically against Terrorism is available at a cost which in Lender's opinion
         is commercially reasonable, taking into consideration, among other things, (a)
         how properties similar in type, size, quality and location are insured with
         respect to Terrorism and (b) the amount of coverage, premium and deductible
         applicable to such insurance, then Lender agrees to waive the requirement to
         provide insurance covering Terrorism until such coverage again become available
         at a cost, which in Lender's opinion is commercially reasonable.
         insurance against all other hazards as may be reasonably required by Lender,
         including, without limitation, insurance against loss or damage by flood
</TABLE>

<PAGE>

                                    EXHIBIT 3

                               PRICING FORMULATION

               Purchase Price                        $127,267,750

<PAGE>

                                    EXHIBIT 4

                                  BILL OF SALE

            1. PARTIES. The parties to this Bill of Sale are the following:

               Seller:           Principal Commercial Funding, LLC
               Purchaser:        Morgan Stanley Dean Witter Capital I Inc.

            2.  SALE. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of December 1, 2002 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.

            3. PURCHASE PRICE. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. DEFINITIONS. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.


<PAGE>


            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this [__]th day of December, 2002.


SELLER:                                PRINCIPAL COMMERCIAL FUNDING, LLC


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:



PURCHASER:                             MORGAN STANLEY DEAN WITTER CAPITAL I
                                          INC.


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:

<PAGE>

                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY


THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:
GMAC Commercial Mortgage Corporation
200 Witmer Road
P.O. Box 1015
Horsham, Pennsylvania 19044-8015
Attention: [___________________]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Asset Backed Securities Trust Services Group

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


                           LIMITED POWER OF ATTORNEY

            Know all persons by these presents; that the undersigned, having an
address of [MORTGAGE LOAN SELLER'S ADDRESS] (the "Seller"), being duly empowered
and authorized to do so, does hereby make, constitute and appoint GMAC
Commercial Mortgage Corporation, having an address of 200 Witmer Road, P.O. Box
1015, Horsham, Pennsylvania 19044-8015, Attention: [___________________] (the
"General Master Servicer"), GMAC Commercial Mortgage Corporation, having an
address of 200 Witmer Road, P.O. Box 1015, Horsham, Pennsylvania 19044-8015,
Attention: [___________________] (the "General Special Servicer") and LaSalle
Bank National Association, having an address of 135 South LaSalle Street, Suite
1625, Chicago, Illinois 60603, Attention: Asset Backed Securities Trust Service
Group-Morgan Stanley Dean Witter Capital I Inc., Series 2002-IQ3 (the "Trustee")
as the true and lawful attorneys-in-fact for the undersigned, in its name, place
and stead, and for its use and benefit:

            To empower the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to submit for recording, at the
expense of the Seller, any mortgage loan documents required to be recorded as
described in the Pooling and Servicing Agreement and any intervening assignments
with evidence of recording thereon that are required to be included in the
Mortgage File (so long as original counterparts have previously been delivered
to the Trustee).

            This power of attorney shall be limited to the above-mentioned
exercise of power.

            This instrument is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers
herein is not intended to, nor does it give rise to, and it is not intended to
be construed as, a general power of attorney.

            The rights, power of authority of said attorney herein granted shall
commence and be in full force and effect on the date hereof and such rights,
powers and authority shall remain in full force and effect until the termination
of the Pooling and Servicing Agreement, dated as of December 1, 2002 (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc., as Depositor, the General Master Servicer, the General Special Servicer,
NCB, FSB, as NCB Master Servicer, National Consumer Cooperative Bank, as Co-op
Special Servicer, Principal Global Investors, LLC, as Special Servicer of the
San Tomas Mortgage Loan, the Trustee and ABN AMRO Bank N.V., as Fiscal Agent,
with respect to the Trust.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

<PAGE>

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of December, 2002.


Witnessed by:                             [SELLER]


                                       By:
-----------------------------------        -------------------------------------
Print Name:                                Name:
                                           Title:




STATE OF______________________)

COUNTY OF_____________________)

On __________________________, before me, a Notary Public in and for said
county, personally appeared ________________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person acted and executed the instrument.
Witness my hand and official seal.


_______________________________________
Commission Expires:

<PAGE>

                                   EXHIBIT K-5

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT V
                                     (NCCB)

            Mortgage Loan Purchase Agreement ("Agreement"), dated as of December
1, 2002, between National Consumer Cooperative Bank (the "Seller"), and Morgan
Stanley Dean Witter Capital I Inc. (the "Purchaser").

            The Seller agrees to sell and the Purchaser agrees to purchase
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of December 1, 2002, between the Purchaser, as
depositor, GMAC Commercial Mortgage Corporation, as general master servicer (the
"General Master Servicer"), GMAC Commercial Mortgage Corporation, as general
special servicer (the "General Special Servicer"), NCB, FSB, as NCB master
servicer (together with the General Master Servicer, as applicable, the "Master
Servicer"), National Consumer Cooperative Bank, as co-op special servicer (the
"Co-op Special Servicer"), Principal Global Investors, LLC, as special servicer
with respect to the San Tomas Mortgage Loan (together with the General Special
Servicer and the Co-op Special Servicer, as applicable, the "Special Servicer"),
LaSalle Bank National Association, as trustee, paying agent and certificate
registrar (the "Trustee") and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal
Agent"). In exchange for the Mortgage Loans and certain other mortgage loans to
be purchased by the Purchaser (collectively the "Other Mortgage Loans"), the
Trust will issue to the Depositor pass-through certificates to be known as
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-IQ3 (the "Certificates"). The Certificates will be
issued pursuant to the Pooling and Servicing Agreement.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

            The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and
Class D Certificates (the "Public Certificates") will be sold by the Purchaser
to Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Lehman Brothers Inc. (the "Underwriters"), pursuant to an
Underwriting Agreement, between the Purchaser and the Underwriters, dated
December 5, 2002 (the "Underwriting Agreement"), and the Class X-1, Class X-2,
Class X-Y, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class EI, Class R-I, Class R-II and Class R-III
Certificates (the "Private Certificates") will be sold by the Purchaser to
Morgan Stanley & Co. Incorporated (the "Initial Purchaser") pursuant to a
Certificate Purchase Agreement, between the Purchaser and the Initial Purchaser,
dated December 5, 2002 (the "Certificate Purchase Agreement"). The Underwriters
will offer the Public Certificates for sale publicly pursuant to a Prospectus
dated November 22, 2002, as supplemented by a Prospectus Supplement dated
December 5, 2002 (together, the "Prospectus Supplement"), and the Initial
Purchaser will offer the Private Certificates for sale in transactions exempt
from the registration requirements of the Securities Act of 1933 pursuant to a
Private Placement Memorandum dated December 5, 2002 (the "Memorandum").

            In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

            Section 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans
accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with
respect to each Mortgage Loan is such Mortgage Loan's due date in the month of
December 2002. The Mortgage Loans will have an aggregate principal balance as of
the close of business on the Cut-Off Date, after giving effect to any payments
due on or before such date, whether or not received, of $128,192,102. The sale
of the Mortgage Loans shall take place on December 17, 2002 or such other date
as shall be mutually acceptable to the parties hereto (the "Closing Date"). The
purchase price to be paid by the Purchaser and NCB, FSB for the Mortgage Loans
and those certain mortgage loans sold to the Trust by NCB, FSB, pursuant to that
certain mortgage loan purchase agreement, dated as of even date herewith, shall
equal the amount set forth as such purchase price on Exhibit 3 hereto. The
purchase price shall be paid to the Seller by wire transfer in immediately
available funds on the Closing Date or another method agreed upon by the
Purchaser.

            On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 14), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 14).

            Section 2. Conveyance of Mortgage Loans. Effective as of the Closing
Date, subject only to receipt of the consideration referred to in Section 1
hereof and the satisfaction of the conditions specified in Sections 6 and 7
hereof, the Seller does hereby transfer, assign, set over and otherwise convey
to the Purchaser, without recourse, all the right, title and interest of the
Seller in and to the Mortgage Loans identified on the Mortgage Loan Schedule as
of the Closing Date. The Mortgage Loan Schedule, as it may be amended from time
to time on or prior to the Closing Date, shall conform to the requirements of
this Agreement and the Pooling and Servicing Agreement. In connection with such
transfer and assignment, the Seller shall deliver to or on behalf of the
Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for each Mortgage Loan and on
or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 5 in favor of
the Trustee, the Master Servicer and the Special Servicer to empower the Trustee
and, in the event of the failure or incapacity of the Trustee, the Master
Servicer or the Special Servicer, to submit for recording, at the expense of the
Seller, any mortgage loan documents required to be recorded as described in the
Pooling and Servicing Agreement and any intervening assignments with evidence of
recording thereon that are required to be included in the Mortgage Files (so
long as original counterparts have previously been delivered to the Trustee).
The Seller agrees to reasonably cooperate with the Trustee, the Master Servicer
and the Special Servicer in connection with any additional powers of attorney or
revisions thereto that are requested by such parties for purposes of such
recordation. The parties hereto agree that no such power of attorney shall be
used with respect to any Mortgage Loan by or under authorization by any party
hereto except to the extent that the absence of a document described in the
second preceding sentence with respect to such Mortgage Loan remains unremedied
as of the earlier of (i) the date that is 180 days following the delivery of
notice of such absence to the Seller, but in no event earlier than 18 months
from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan
becomes a Specially Serviced Mortgage Loan. The Trustee shall submit such
documents, at the Seller's expense, after the periods set forth above, provided,
however, the Trustee shall not submit such assignments for recording if the
Seller produces evidence that it has sent any such assignment for recording and
certifies that the Seller is awaiting its return from the applicable recording
office. In addition, not later than the 30th day following the Closing Date, the
Seller shall deliver to or on behalf of the Trustee each of the remaining
documents or instruments specified below (with such exceptions and additional
time periods as are permitted by this Section) with respect to each Mortgage
Loan (each, a "Mortgage File"). (The Seller acknowledges that the term "without
recourse" does not modify the duties of the Seller under Section 5 hereof.)

            All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

            (a) The original Mortgage Note bearing all intervening endorsements,
in blank or endorsed "Pay to the order of LaSalle Bank National Association, as
Trustee for Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2002-IQ3, without recourse, representation or
warranty" or if the original Mortgage Note is not included therein, then a lost
note affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

            (b) The original Mortgage, with evidence of recording thereon, and,
if the Mortgage was executed pursuant to a power of attorney, a certified true
copy of the power of attorney certified by the public recorder's office, with
evidence of recording thereon (if recording is customary in the jurisdiction in
which such power of attorney was executed), or certified by a title insurance
company or escrow company to be a true copy thereof; provided that if such
original Mortgage cannot be delivered with evidence of recording thereon on or
prior to the 90th day following the Closing Date because of a delay caused by
the public recording office where such original Mortgage has been delivered for
recordation or because such original Mortgage has been lost, the Seller shall
deliver or cause to be delivered to the Trustee a true and correct copy of such
Mortgage, together with (i) in the case of a delay caused by the public
recording office, an Officer's Certificate (as defined below) of the Seller
stating that such original Mortgage has been sent to the appropriate public
recording official for recordation or (ii) in the case of an original Mortgage
that has been lost after recordation, a certification by the appropriate county
recording office where such Mortgage is recorded that such copy is a true and
complete copy of the original recorded Mortgage;

            (c) The originals of all agreements modifying a Money Term or other
material modification, consolidation and extension agreements, if any, with
evidence of recording thereon or if any such original modification,
consolidation or extension agreement has been delivered to the appropriate
recording office for recordation and either has not yet been returned on or
prior to the 90th day following the Closing Date with evidence of recordation
thereon or has been lost after recordation, a true copy of such modification,
consolidation or extension certified by the Seller together with (i) in the case
of a delay caused by the public recording office, an Officer's Certificate of
the Seller stating that such original modification, consolidation or extension
agreement has been dispatched or sent to the appropriate public recording
official for recordation or (ii) in the case of an original modification,
consolidation or extension agreement that has been lost after recordation, a
certification by the appropriate county recording office where such document is
recorded that such copy is a true and complete copy of the original recorded
modification, consolidation or extension agreement, and the originals of all
assumption agreements, if any;

            (d)   An original  Assignment of Mortgage for each Mortgage  Loan,
in form and  substance  acceptable  for  recording,  signed  by the  holder of
record in blank or in favor of "LaSalle Bank National Association,  as Trustee
for  Morgan   Stanley  Dean  Witter  Capital  I  Inc.,   Commercial   Mortgage
Pass-Through Certificates, Series 2002-IQ3";

            (e) Originals of all intervening assignments of Mortgage, if any,
with evidence of recording thereon or, if such original assignments of Mortgage
have been delivered to the appropriate recorder's office for recordation,
certified true copies of such assignments of Mortgage certified by the Seller,
or in the case of an original blanket intervening assignment of Mortgage
retained by the Seller, a copy thereof certified by the Seller or, if any
original intervening assignment of Mortgage has not yet been returned on or
prior to the 90th day following the Closing Date from the applicable recording
office or has been lost, a true and correct copy thereof, together with (i) in
the case of a delay caused by the public recording office, an Officer's
Certificate of the Seller stating that such original intervening assignment of
Mortgage has been sent to the appropriate public recording official for
recordation or (ii) in the case of an original intervening assignment of
Mortgage that has been lost after recordation, a certification by the
appropriate county recording office where such assignment is recorded that such
copy is a true and complete copy of the original recorded intervening assignment
of Mortgage;

            (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment of Leases has not been returned on or prior to
the 90th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the Seller to be a true
and complete copy of the original Assignment of Leases submitted for recording,
together with (i) an original of each assignment of such Assignment of Leases
with evidence of recording thereon and showing a complete recorded chain of
assignment from the named assignee to the holder of record, and if any such
assignment of such Assignment of Leases has not been returned from the
applicable public recording office, a copy of such assignment certified by the
Seller to be a true and complete copy of the original assignment submitted for
recording, and (ii) an original assignment of such Assignment of Leases, in
recordable form, signed by the holder of record in favor of "LaSalle Bank
National Association, as Trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-IQ3," which
assignment may be effected in the related Assignment of Mortgage;

            (g)   The   original  or  a  copy  of  each   guaranty,   if  any,
constituting additional security for the repayment of such Mortgage Loan;

            (h) The original Title Insurance Policy, or in the event such
original Title Insurance Policy has not been issued, an original binder, actual
title commitment, pro forma policy or a copy thereof certified by the title
company with the original Title Insurance Policy to follow within 180 days of
the Closing Date or a preliminary title report with an original Title Insurance
Policy to follow within 180 days of the Closing Date;

            (i) (A) Copies of UCC financing statements (together with all
assignments thereof) filed in connection with a Mortgage Loan and (B) UCC-2 or
UCC-3 financing statements assigning such UCC financing statements to the
Trustee executed and delivered in connection with the Mortgage Loan;

            (j) Copies of the related ground lease(s), if any, to any Mortgage
Loan where the Mortgagor is the lessee under such ground lease and there is a
lien in favor of the mortgagee in such lease;

            (k)   Copies  of any  loan  agreements,  lock-box  agreements  and
intercreditor agreements, if any, related to any Mortgage Loan;

            (l) Either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan (or, with respect to a
letter of credit representing tenant security deposits which have been
collaterally assigned to the lender, a copy), which shall be assigned and
delivered to the Trustee on behalf of the Trust with a copy to be held by the
Primary Servicer (or the Master Servicer), and applied, drawn, reduced or
released in accordance with documents evidencing or securing the applicable
Mortgage Loan, the Pooling and Servicing Agreement and the Primary Servicing
Agreement or (B) the original of each letter of credit, if any, constituting
additional collateral for such Mortgage Loan (or, with respect to a letter of
credit representing tenant security deposits which have been collaterally
assigned to the lender, a copy), which shall be held by the applicable Primary
Servicer (or the Master Servicer) on behalf of the Trustee, with a copy to be
held by the Trustee, and applied, drawn, reduced or released in accordance with
documents evidencing or securing the applicable Mortgage Loan, the Pooling and
Servicing Agreement and the Primary Servicing Agreement (it being understood
that the Seller has agreed (a) that the proceeds of such letter of credit belong
to the Trust, (b) to notify, on or before the Closing Date, the bank issuing the
letter of credit that the letter of credit and the proceeds thereof belong to
the Trust, and to use reasonable efforts to obtain within 30 days (but in any
event to obtain within 90 days) following the Closing Date, an acknowledgement
thereof by the bank (with a copy of such acknowledgement to be sent to the
Trustee) and (c) to indemnify the Trust for any liabilities, charges, costs,
fees or other expenses accruing from the failure of the Seller to assign the
letter of credit hereunder). In the case of clause (B) above, any letter of
credit held by the applicable Primary Servicer (or Master Servicer) shall be
held in its capacity as agent of the Trust, and if the applicable Primary
Servicer (or Master Servicer) sells its rights to service the applicable
Mortgage Loan, the applicable Primary Servicer (or Master Servicer) has agreed
to assign the applicable letter of credit to the Trust or at the direction of
the Special Servicer to such party as the Special Servicer may instruct, in each
case, at the expense of the applicable Primary Servicer (or Master Servicer).
The applicable Primary Servicer (or Master Servicer) has agreed to indemnify the
Trust for any loss caused by the ineffectiveness of such assignment;

            (m)   The  original  or a  copy  of  the  environmental  indemnity
agreement, if any, related to any Mortgage Loan;

            (n) Copies of third-party management agreements, if any, for hotels
and mortgage properties securing Mortgage Loans with a Cut-Off Date principal
balance equal to or greater than $20,000,000;

            (o)   The original of any  Environmental  Insurance  Policy or, if
the original is held by the related Mortgagor, a copy thereof;

            (p)   A copy of any  affidavit  and  indemnification  agreement in
favor of the lender; and

            (q) With respect to hospitality properties, a copy of a franchise
agreement, franchise comfort letter and applicable assignment or transfer
documents.

            The original of each letter of credit referred to in clause (l)
above shall be delivered to the Primary Servicer, the Master Servicer or the
Trustee (as the case may be) within 45 days of the Closing Date. In addition, a
copy of any ground lease shall be delivered to the Master Servicer within 30
days of the Closing Date. Any failure to deliver any ground lease shall
constitute a document defect.

            "Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any Senior
Vice President, any Vice President, any Assistant Vice President, any Treasurer
or any Assistant Treasurer.

            The Assignments of Mortgage and assignment of Assignment of Leases
referred to in clauses (d), (e) and (f) may be in the form of a single
instrument assigning the Mortgage and the Assignment of Leases to the extent
permitted by applicable law. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the
mortgages) and assignments of UCC financing statements, the Seller shall
execute, in accordance with the third succeeding paragraph, the assignments of
mortgages, the assignments of leases (to the extent separate from the mortgages)
and the assignments of UCC financing statements relating to the Mortgage Loans
naming the Trustee on behalf of the Certificateholders as assignee.
Notwithstanding the fact that such assignments of mortgages, assignments of
leases (to the extent separate from the assignments of mortgages) and
assignments of UCC financing statements shall name the Trustee on behalf of the
Certificateholders as the assignee, the parties hereto acknowledge and agree
that the Mortgage Loans shall for all purposes be deemed to have been
transferred from the Seller to the Purchaser and from the Purchaser to the
Trustee on behalf of the Certificateholders.

            If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90 day period, but the Seller delivers a
photocopy thereof (to the extent available, certified by the appropriate county
recorder's office to be a true and complete copy of the original thereof
submitted for recording or, if such certification is not available, together
with an Officer's Certificate of the Seller stating that such document has been
sent to the appropriate public recording official for recordation), to the
Trustee within such 90 day period, the Seller shall then deliver within 180 days
after the Closing Date the recorded document (or within such longer period after
the Closing Date as the Trustee may consent to, which consent shall not be
withheld so long as the Seller is, as certified in writing to the Trustee no
less often than monthly, in good faith attempting to obtain from the appropriate
county recorder's office such original or photocopy).

            The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due thereon after the Cut-Off
Date, all other payments of principal collected after the Cut-Off Date (other
than scheduled payments of principal due on or before the Cut-Off Date), and all
payments of interest on the Mortgage Loans allocable to the period commencing on
the Cut-Off Date. All scheduled payments of principal and interest due on or
before the Cut-Off Date and collected after the Cut-Off Date shall belong to the
Seller.

            Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above (with recording information in blank if such information
is not yet available). Within 15 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i) above. If any such document or instrument
is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, the Seller shall prepare a substitute therefor or cure such
defect, and the Seller shall, at its own expense (except in the case of a
document or instrument that is lost by the Trustee), record or file, as the case
may be, and deliver such document or instrument in accordance with this Section
2.

            As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
General Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the General Master Servicer or the applicable Primary
Servicer, the Seller will draw on such letter of credit as directed by the
General Master Servicer or such Primary Servicer in such notice to the extent
the Seller has the right to do so.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans or
Companion Loans and that are not required to be delivered to the Trustee and are
reasonably necessary for the ongoing administration and/or servicing of the
applicable Mortgage Loan or Companion Loan (the "Servicing File") shall be
shipped by the Seller to or at the direction of the Master Servicer, on behalf
of the Purchaser, on or prior to the 75th day after the Closing Date, in
accordance with Section 3.1 of the Primary Servicing Agreement, if applicable.

            The Servicing File shall include, to the extent required to be (and
actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any attorney-client privileged
communications, internal correspondence or credit analysis. Delivery of any of
the foregoing documents to the Primary Servicer shall be deemed a delivery to
the Master Servicer and satisfy Seller's obligations under this sub-paragraph.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein, subject to the requirements of the Primary
Servicing Agreement. The Seller's and Purchaser's records shall reflect the
transfer of each Mortgage Loan from the Seller to the Purchaser and its assigns
as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property are held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto payable after the Cut-Off
            Date, all substitute or replacement Mortgage Loans and all
            distributions with respect thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

            Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

            Section 3. Examination of Mortgage Files and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully in all reasonable respects with the Purchaser in its examination
of the credit files, underwriting documentation and Mortgage Files for the
Mortgage Loans and its due diligence review of the Mortgage Loans. The fact that
the Purchaser has conducted or has failed to conduct any partial or complete
examination of the credit files, underwriting documentation or Mortgage Files
for the Mortgage Loans shall not affect the right of the Purchaser or the
Trustee to cause the Seller to cure any Material Document Defect or Material
Breach (each as defined below), or to repurchase or replace the defective
Mortgage Loans pursuant to Section 5 of this Agreement.

            On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller during normal
business hours and shall not be conducted in a manner that is disruptive to the
Seller's normal business operations upon reasonable prior advance notice. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer or Primary Servicer, if
applicable, with any additional information identified by the Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.

            The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

            The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

            Section 4.  Representations  and  Warranties of the Seller and the
Purchaser.

            (a) To induce the Purchaser to enter into this Agreement, the Seller
hereby makes for the benefit of the Purchaser and its assigns with respect to
each Mortgage Loan as of the date hereof (or as of such other date specifically
set forth in the particular representation and warranty) each of the
representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:

            (i) The Seller is duly organized and is validly existing as a
      corporation chartered by an act of the United States Congress. The Seller
      has the requisite corporate power and authority and legal right to own the
      Mortgage Loans and to transfer and convey the Mortgage Loans to the
      Purchaser and has the requisite power and authority to execute and
      deliver, engage in the transactions contemplated by, and perform and
      observe the terms and conditions of, this Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, and assuming the due authorization, execution
      and delivery hereof by the Purchaser, this Agreement constitutes the
      valid, legal and binding agreement of the Seller, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      (A) laws relating to bankruptcy, insolvency, reorganization, receivership
      or moratorium, (B) other laws relating to or affecting the rights of
      creditors generally, (C) general equity principles (regardless of whether
      such enforcement is considered in a proceeding in equity or at law) or (D)
      public policy considerations underlying the securities laws, to the extent
      that such public policy considerations limit the enforceability of the
      provisions of this Agreement that purport to provide indemnification from
      liabilities under applicable securities laws.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Seller with this Agreement, or the
      consummation by the Seller of any transaction contemplated hereby, other
      than (1) such qualifications as may be required under state securities or
      blue sky laws, (2) the filing or recording of financing statements,
      instruments of assignment and other similar documents necessary in
      connection with the Seller's sale of the Mortgage Loans to the Purchaser,
      (3) such consents, approvals, authorizations, qualifications,
      registrations, filings or notices as have been obtained and (4) where the
      lack of such consent, approval, authorization, qualification,
      registration, filing or notice would not have a material adverse effect on
      the performance by the Seller under this Agreement.

            (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
      nor the execution, delivery or performance of this Agreement by the
      Seller, conflicts or will conflict with, results or will result in a
      breach of, or constitutes or will constitute a default under (A) any term
      or provision of the Seller's articles of organization or by-laws, (B) any
      term or provision of any material agreement, contract, instrument or
      indenture to which the Seller is a party or by which it or any of its
      assets is bound or results in the creation or imposition of any lien,
      charge or encumbrance upon any of its property pursuant to the terms of
      any such indenture, mortgage, contract or other instrument, other than
      pursuant to this Agreement, or (C) after giving effect to the consents or
      taking of the actions contemplated in subsection (iii), any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) There are no actions or proceedings against, or investigations
      of, the Seller pending or, to the Seller's knowledge, threatened in
      writing against the Seller before any court, administrative agency or
      other tribunal, the outcome of which could reasonably be expected to
      materially and adversely affect the transfer of the Mortgage Loans to the
      Purchaser or the execution or delivery by, or enforceability against, the
      Seller of this Agreement or have an effect on the financial condition of
      the Seller that would materially and adversely affect the ability of the
      Seller to perform its obligations under this Agreement.

            (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
      this Agreement will effect a transfer by the Seller of all of its right,
      title and interest in and to the Mortgage Loans to the Purchaser.

            (vii) To the Seller's knowledge, the Seller's Information (as
      defined in that certain indemnification agreement, dated December 1, 2002,
      between the Seller, the Purchaser, the Underwriters and the Initial
      Purchaser (the "Indemnification Agreement")) relating to the Mortgage
      Loans does not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements therein, in the
      light of the circumstances under which they were made, not misleading.
      Notwithstanding anything contained herein to the contrary, this
      subparagraph (vii) shall run exclusively to the benefit of the Purchaser
      and no other party.

            To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date,
provided that any representations and warranties made as of a specified date
shall be true and correct as of such specified date.

            Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

            (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:

            (i) The Purchaser is a corporation duly organized, validly existing,
      and in good standing under the laws of the State of Delaware with full
      power and authority to carry on its business as presently conducted by it.

            (ii) The Purchaser has full power and authority to acquire the
      Mortgage Loans, to execute and deliver this Agreement and to enter into
      and consummate all transactions contemplated by this Agreement. The
      Purchaser has duly and validly authorized the execution, delivery and
      performance of this Agreement and has duly and validly executed and
      delivered this Agreement. This Agreement, assuming due authorization,
      execution and delivery by the Seller, constitutes the valid and binding
      obligation of the Purchaser, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium and other similar laws affecting
      the enforcement of creditors' rights generally and by general principles
      of equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Purchaser with this Agreement, or the
      consummation by the Purchaser of any transaction contemplated hereby that
      has not been obtained or made by the Purchaser.

            (iv) Neither the purchase of the Mortgage Loans nor the execution,
      delivery and performance of this Agreement by the Purchaser will violate
      the Purchaser's certificate of incorporation or by-laws or constitute a
      default (or an event that, with notice or lapse of time or both, would
      constitute a default) under, or result in a breach of, any material
      agreement, contract, instrument or indenture to which the Purchaser is a
      party or that may be applicable to the Purchaser or its assets.

            (v) The Purchaser's execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not
      constitute a violation of, any law, rule, writ, injunction, order or
      decree of any court, or order or regulation of any federal, state or
      municipal government agency having jurisdiction over the Purchaser or its
      assets, which violation could materially and adversely affect the
      condition (financial or otherwise) or the operation of the Purchaser or
      its assets or could materially and adversely affect its ability to perform
      its obligations and duties hereunder.

            (vi) There are no actions or proceedings against, or investigations
      of, the Purchaser pending or, to the Purchaser's knowledge, threatened
      against the Purchaser before any court, administrative agency or other
      tribunal, the outcome of which could reasonably be expected to adversely
      affect the transfer of the Mortgage Loans, the issuance of the
      Certificates, the execution, delivery or enforceability of this Agreement
      or have an effect on the financial condition of the Purchaser that would
      materially and adversely affect the ability of the Purchaser to perform
      its obligation under this Agreement.

            (vii) The Purchaser has not dealt with any broker, investment
      banker, agent or other person, other than the Seller, the Underwriters,
      the Initial Purchaser and their respective affiliates, that may be
      entitled to any commission or compensation in connection with the sale of
      the Mortgage Loans or consummation of any of the transactions contemplated
      hereby.

            To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

            Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

            Section 5. Remedies Upon Breach of Representations and Warranties
Made by the Seller.

            (a) It is hereby acknowledged that the Seller shall make for the
benefit of the Trustee on behalf of the holders of the Certificates, whether
directly or by way of the Purchaser's assignment of its rights hereunder to the
Trustee, the representations and warranties set forth on Exhibit 2 hereto (each
as of the date hereof unless otherwise specified).

            (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (and including the expiration of any grace or cure period), not
properly executed or is defective on its face, or if there is a breach of any of
the representations and warranties required to be made by the Seller regarding
the characteristics of the Mortgage Loans and/or the related Mortgaged
Properties as set forth in Exhibit 2 hereto, and in either case such defect or
breach, either (i) materially and adversely affects the interests of the holders
of the Certificates in the related Mortgage Loan, or (ii) both (A) the document
defect or breach materially and adversely affects the value of the Mortgage Loan
and (B) the Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated
Mortgage Loan (such a document defect described in the preceding clause (i) or
(ii), a "Material Document Defect" and such a breach described in the preceding
clause (i) or (ii) a "Material Breach"), the party discovering such Material
Document Defect or Material Breach shall promptly notify, in writing, the other
parties; provided that any breach of the representation and warranty contained
in paragraph (40) of such Exhibit 2 shall constitute a Material Breach only if
such prepayment premium or yield maintenance charge is not deemed "customary"
for commercial mortgage loans as evidenced by (i) an opinion of tax counsel to
such effect or (ii) a determination by the Internal Revenue Service that such
provision is not customary. Promptly (but in any event within three Business
Days) upon becoming aware of any such Material Document Defect or Material
Breach, the Master Servicer shall, and the Special Servicer may, request that
the Seller, not later than 90 days from the Seller's receipt of the notice of
such Material Document Defect or Material Breach, cure such Material Document
Defect or Material Breach, as the case may be, in all material respects;
provided, however, that if such Material Document Defect or Material Breach, as
the case may be, cannot be corrected or cured in all material respects within
such 90-day period, and such Material Document Defect or Material Breach would
not cause the Mortgage Loan to be other than a "qualified mortgage"(as defined
in the Code) but the Seller is diligently attempting to effect such correction
or cure, as certified by the Seller in an Officer's Certificate delivered to the
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is, at
the end of the initial 90 day period, then a Specially Serviced Mortgage Loan
and a Servicing Transfer Event has occurred as a result of a monetary default or
as described in clause (ii) or clause (v) of the definition of "Servicing
Transfer Event" in the Pooling and Servicing Agreement and (y) the Material
Document Defect was identified in a certification delivered to the Seller by the
Trustee pursuant to Section 2.2 of the Pooling and Servicing Agreement not less
than 90 days prior to the delivery of the notice of such Material Document
Defect. The parties acknowledge that neither delivery of a certification or
schedule of exceptions to the Seller pursuant to Section 2.2 of the Pooling and
Servicing Agreement or otherwise nor possession of such certification or
schedule by the Seller shall, in and of itself, constitute delivery of notice of
any Material Document Defect or knowledge or awareness by the Seller of any
Material Document Defect listed therein.

            The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
aspects within the above cure periods, the Seller shall, on or before the
termination of such cure periods, either (i) repurchase the affected Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date, at its option replace, without
recourse, any Mortgage Loan or REO Mortgage Loan to which such defect relates
with a Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
such repurchase or substitution must occur within 90 days from the earlier of
the date the Seller discovered or was notified of the breach or defect. The
Seller agrees that any substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

            If (i) a Mortgage Loan is to be repurchased or replaced in
connection with a Material Document Defect or a Material Breach as contemplated
above (a "Defective Mortgage Loan"), (ii) such Defective Mortgage Loan is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
("Crossed Mortgage Loans") and (iii) the applicable document defect or breach
does not constitute a Material Document Defect or Material Breach, as the case
may be, as to such Crossed Mortgage Loans (without regard to this paragraph),
then the applicable document defect or breach (as the case may be) shall be
deemed to constitute a Material Document Defect or Material Breach, as the case
may be, as to each such Crossed Mortgage Loan for purposes of the above
provisions, and the Seller shall be obligated to repurchase or replace each such
Crossed Mortgage Loan in accordance with the provisions above, unless, in the
case of such breach or document defect, both of the following conditions would
be satisfied if the Seller were to repurchase or replace only those Mortgage
Loans as to which a Material Breach or Material Document Defect had occurred
without regard to this paragraph (the "Affected Loan(s)"): (1) the debt service
coverage ratio for all such other Mortgage Loans (excluding the Affected
Loan(s)) for the four calendar quarters immediately preceding the repurchase or
replacement (determined as provided in the definition of Debt Service Coverage
Ratio in the Pooling and Servicing Agreement, except that net cash flow for such
four calendar quarters, rather than year-end, shall be used) is not less than
0.10x below the lesser of (x) the debt service coverage ratio for all such
Mortgage Loans (including the Affected Loans(s)) set forth under the heading
"NCF DSCR" in Appendix II to the Final Prospectus Supplement and (y) the
normalized debt service coverage ratio for all such Crossed Mortgage Loans
(including the Affected Loan(s)) for the four preceding calendar quarters
preceding the repurchase or replacement (determined as provided in the
definition of Debt Service Coverage Ratio in the Pooling and Servicing
Agreement, except that net cash flow for such four calendar quarters, rather
than year-end, shall be used), and (2) the loan-to-value ratio for all such
Crossed Mortgage Loans (excluding the Affected Loan(s)) is not greater than 10%
more than the greater of (x) the loan-to-value ratio, expressed as a whole
number (taken to one decimal place), for all such Crossed Mortgage Loans
(including the Affected Loan(s)) set forth under the heading "Cut-Off Date LTV"
in Appendix II to the Final Prospectus Supplement and (y) the loan-to-value
ratio for all such Crossed Mortgage Loans (including the Affected Loans(s)), at
the time of repurchase or replacement. The determination of the Master Servicer
as to whether the conditions set forth above have been satisfied shall be
conclusive and binding in the absence of manifest error. The Master Servicer
will be entitled to cause to be delivered, or direct the Seller to (in which
case the Seller shall) cause to be delivered to the Master Servicer, an (i)
Appraisal of any or all of the related Mortgaged Properties for purposes of
determining whether the condition set forth in clause (2) above has been
satisfied, in each case at the expense of the Seller if the scope and cost of
the Appraisal is approved by the Seller (such approval not to be unreasonably
withheld) and (ii) an Opinion of Counsel that not requiring the repurchase of
such Crossed Mortgage Loan will not result in an Adverse REMIC Event..

            With respect to any Defective Mortgage Loan, to the extent that the
Seller is required to repurchase or substitute for such Defective Mortgage Loan
(each, a "Repurchased Loan") in the manner prescribed above while the Trustee
(as assignee of the Purchaser) continues to hold any Crossed Mortgage Loan, the
Seller and the Purchaser hereby agree to forebear from enforcing any remedies
against the other's Primary Collateral but may exercise remedies against the
Primary Collateral securing their respective Mortgage Loans, including with
respect to the Trustee, the Primary Collateral securing the Mortgage Loans still
held by the Trustee, so long as such exercise does not impair the ability of the
other party to exercise its remedies against its Primary Collateral. If the
exercise of remedies by one party would impair the ability of the other party to
exercise its remedies with respect to the Primary Collateral securing the
Mortgage Loan or Mortgage Loans held by such party, then both parties shall
forbear from exercising such remedies until the loan documents evidencing and
securing the relevant Mortgage Loans can be modified in a manner that complies
with the Pooling and Servicing Agreement to remove the threat of impairment as a
result of the exercise of remedies. Any reserve or other cash collateral or
letters of credit securing the Crossed Mortgage Loans shall be allocated between
such Mortgage Loans in accordance with the Mortgage Loan documents, or otherwise
on a pro rata basis based upon their outstanding Principal Balances. All other
terms of the Mortgage Loans shall remain in full force and effect, without any
modification thereof. The Mortgagors set forth on Schedule B hereto are intended
third-party beneficiaries of the provisions set forth in this paragraph and the
preceding paragraph. The provisions of this paragraph and the preceding
paragraph may not be modified with respect to any Mortgage Loan without the
related Mortgagor's consent.

            Upon occurrence (and after any applicable cure or grace period), any
of the following document defects shall be conclusively presumed materially and
adversely to affect the interests of Certificateholders in a Mortgage Loan and
be a Material Document Defect: (a) the absence from the Mortgage File of the
original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity and a copy of the Mortgage Note; (b) the absence
from the Mortgage File of the original signed Mortgage, unless there is included
in the Mortgage File (i) a certified copy of the Mortgage by the local authority
with which the Mortgage was recorded or (ii) a true and correct copy of the
Mortgage together with an Officer's Certificate of the Seller certifying that
said copy is a true and correct copy of the original Mortgage executed at the
closing of the Mortgage Loan; or (c) the absence from the Mortgage File of the
original Title Insurance Policy, an original binder, pro forma policy or an
actual title commitment or a copy thereof certified by the title company. If any
of the foregoing Material Document Defects is discovered by the Custodian (or
the Trustee if there is no Custodian), the Trustee (or as set forth in Section
2.3(a) of the Pooling and Servicing Agreement, the Master Servicer) will take
the steps described elsewhere in this Section, including the giving of notices
to the Rating Agencies and the parties hereto and making demand upon the Seller
for the cure of the Material Document Defect or repurchase or replacement of the
related Mortgage Loan.

            The Seller shall be notified promptly and in writing by (i) the
Trustee of any notice that it receives that an Option Holder intends to exercise
its Option to purchase the Mortgage Loan in accordance with and as described in
Section 9.36 of the Pooling and Servicing Agreement and (ii) the Special
Servicer of any offer that it receives to purchase the applicable REO Property,
each in connection with such liquidation. Upon the receipt of such notice by the
Seller, the Seller shall then have the right, subject to any repurchase
obligations under Section 2.3 of the Pooling and Servicing Agreement with
respect to such Mortgage Loan, to repurchase the related Mortgage Loan or REO
Property, as applicable, from the Trust at a purchase price equal to, in the
case of clause (i) of the immediately preceding sentence, the Option Purchase
Price or, in the case of clause (ii) of the immediately preceding sentence, the
amount of such offer. Notwithstanding anything to the contrary contained in this
Agreement or in the Pooling and Servicing Agreement, the right of any Option
Holder to purchase such Mortgage Loan shall be subject and subordinate to the
Seller's right to purchase such Mortgage Loan as described in the immediately
preceding sentence. The Seller shall have five (5) Business Days from the date
of its receipt of a notice described in the first sentence of this paragraph to
notify the Trustee or Special Servicer, as applicable, of its intent to so
purchase the Mortgage Loan or related REO Property from the date that it was
notified of such intention to exercise such Option or of such offer. The Special
Servicer shall be obligated to provide the Seller with any appraisal or other
third party reports relating to the Mortgaged Property within its possession to
enable the Seller to evaluate the Mortgage Loan or REO Property. Any sale of the
Mortgage Loan, or foreclosure upon such Mortgage Loan and sale of the REO
Property, to a Person other than the Seller shall be without (i) recourse of any
kind (either express or implied) by such Person against the Seller and (ii)
representation or warranty of any kind (either express or implied) by the Seller
to or for the benefit of such Person.

            The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim against
the Seller for repurchase of the REO Mortgage Loan or REO Property. In such an
event, the Master Servicer, or Special Servicer, as applicable, shall be
required to notify the Seller of the discovery of the Material Document Defect
or Material Breach and the Seller shall be required to follow the procedures set
forth in this Agreement to correct or cure such Material Document Defect or
Material Breach or purchase the REO Property at the Purchase Price. If the
Seller fails to correct or cure the Material Document Defect or Material Breach
or purchase the REO Property, then the provisions above regarding notice of
offers related to such REO Property and the Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the Seller is or was obligated to repurchase the related Mortgage Loan or
REO Mortgage Loan or the Seller otherwise accepts liability, then, after the
expiration of any applicable appeal period, but in no event later than the
termination of the Trust pursuant to Section 9.30 of the Pooling and Servicing
Agreement, the Seller will be obligated to pay to the Trust the difference
between any Liquidation Proceeds received upon such liquidation (including those
arising from any sale to the Seller) and the Purchase Price; provided that the
prevailing party in such action shall be entitled to recover all costs, fees and
expenses (including reasonable attorneys fees) related thereto.

            In connection with any liquidation or sale of a Mortgage Loan or REO
Property as described above, the Special Servicer will not receive a Liquidation
Fee in connection with such liquidation or sale or any portion of the Work-Out
Fee that accrues after the Seller receives notice of a Material Document Defect
or Material Breach until a final determination has been made, as set forth in
the prior paragraph, as to whether the Seller is or was obligated to repurchase
such related Mortgage Loan or REO Property. Upon such determination, the Special
Servicer will be entitled: (i) with respect to a determination that the Seller
is or was obligated to repurchase, to collect a Liquidation Fee, if due in
accordance with the definition thereof, based upon the full Purchase Price of
the related Mortgage Loan or REO property, including all related expenses up to
the date the remainder of such Purchase Price is actually paid, with such
Liquidation Fee, payable by the Seller or (ii) with respect to a determination
that Seller is not or was not obligated to repurchase (or the Trust decides that
it will no longer pursue a claim against the Seller for repurchase), (A) to
collect a Liquidation Fee based upon the Liquidation Proceeds as received upon
the actual sale or liquidation of such Mortgage Loan or REO Property, and (B) to
collect any accrued and unpaid Work-Out Fee, based on amounts that were
collected for as long as the related Mortgage Loan was a Rehabilitated Mortgage
Loan, in each case with such amount to be paid from amounts in the Certificate
Account.

            The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

            Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 43 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment by the Mortgagor of reasonable costs and expenses associated with the
defeasance or assumption of a Mortgage Loan by the Mortgagor, the Seller hereby
covenants and agrees to pay such reasonable costs and expenses, to the extent an
amount is due and not paid by the related Mortgagor. The parties hereto
acknowledge that the payment of such reasonable costs and expenses shall be the
Seller's sole obligation with respect to the breaches discussed in the previous
sentence. The Seller shall have no obligation to pay for any of the foregoing
costs if the applicable Mortgagor has an obligation to pay for such costs.

            The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the applicable Special Servicer, as
applicable, in connection with modifying a Mortgage Loan pursuant to Section 2.3
of the Pooling and Servicing Agreement in order for such Mortgage Loan to be a
"qualified substitute mortgage loan" within the meaning of the Treasury
Regulations promulgated under the Code. Upon a breach of the representation and
warranty set forth in paragraph 41 of Exhibit 2 attached hereto, if such
Mortgage Loan is modified so that it becomes a "qualified substitute mortgage
loan", such breach will be cured and the Seller will not be obligated to
repurchase or otherwise remedy such breach.

            (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the Master Servicer or the Special Servicer on its behalf) shall
give written notice within three Business Days to the Seller of its discovery of
any Material Document Defect or Material Breach and prompt written notice to the
Seller in the event that any Mortgage Loan becomes a Specially Serviced Mortgage
Loan (as defined in the Pooling and Servicing Agreement).

            (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan, and
each document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed and assigned to the Seller in the same
manner such that the Seller shall be vested with legal and beneficial title to
such Mortgage Loan, in each case without recourse, including any property
acquired in respect of such Mortgage Loan or proceeds of any insurance policies
with respect thereto.

            Section 6.  Closing.  The  closing  of the  sale  of the  Mortgage
Loans  shall be held at the  offices of  Cadwalader,  Wickersham  & Taft,  100
Maiden Lane,  New York,  NY 10038 at 9:00 a.m.,  New York time, on the Closing
Date.

            The obligation of the Seller and the Purchaser to close shall be
subject to the satisfaction of each of the following conditions on or prior to
the Closing Date:

            (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date.

            (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

            (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

            (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Seller's Information (as
defined in the Indemnification Agreement) to be disclosed in the Memorandum and
the Prospectus Supplement.

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.

            (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

            (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement, and neither the Underwriters nor the Initial Purchaser shall have
suspended, delayed or otherwise cancelled the Closing Date.

            (i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

            Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

            Section 7. Closing Documents. The Closing Documents shall consist of
the following:

            (a) This Agreement duly executed by the Purchaser and the Seller.

            (b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

            (c)   True,  complete and correct copies of the Seller's  articles
of organization and by-laws.

            (d) A certificate of the Vice President, Secretary or Assistant
Secretary of the Seller, dated the Closing Date, and upon which the Purchaser
may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement or any other document or
certificate delivered on or before the Closing Date in connection with the
transactions contemplated herein, was at the respective times of such signing
and delivery, and is as of the Closing Date, duly elected or appointed,
qualified and acting as such officer or representative, and the signatures of
such persons appearing on such documents and certificates are their genuine
signatures.

            (e) An opinion of counsel (which, other than as to the opinion
described in paragraph (f) below, may be in-house counsel) to the Seller, dated
the Closing Date, substantially in the form annexed hereto as Exhibit 6.

            (f) Such other opinions of counsel as any Rating Agency may request
in connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or the Seller's execution and delivery of, or performance under, this Agreement.

            (g) A letter from Deloitte & Touche, certified public accountants,
dated the date hereof, to the effect that they have performed certain specified
procedures as a result of which they determined that certain information of an
accounting, financial or statistical nature set forth in the Memorandum and the
Prospectus Supplement agrees with the records of the Seller.

            (h)   Such further  certificates,  opinions  and  documents as the
Purchaser may reasonably request.

            (i) An officer's certificate of the Purchaser, dated as of the
Closing Date, with the resolutions of the Purchaser authorizing the transactions
described herein attached thereto, together with certified copies of the
charter, by-laws and certificate of good standing of the Purchaser dated not
earlier than 30 days prior to the Closing Date.

            (j) Such other certificates of the Purchaser's officers or others
and such other documents to evidence fulfillment of the conditions set forth in
this Agreement as the Seller or its counsel may reasonably request.

            (k) An executed Bill of Sale in the form attached hereto as Exhibit
4.

            Section 8.  Costs.  The Seller shall pay the  Purchaser  the costs
and  expenses  as agreed  upon by the Seller and the  Purchaser  in a separate
Letter of Understanding dated December 17, 2002.

            Section 9. Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Dean
Witter Capital I Inc., 1585 Broadway, New York, New York 10036, Attention:
Cecilia Tarrant, with a copy to Michelle Wilke (or such other address as may
hereafter be furnished in writing by the Purchaser), or (ii) if to the Seller,
addressed to the Seller at National Consumer Cooperative Bank, 1725 Eye Street,
N.W., Washington, D.C. 20006, Attention: Steven Brookner.

            Section 10. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

            Section 11. Further Assurances. The Seller and the Purchaser each
agree to execute and deliver such instruments and take such actions as the other
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement and the Pooling and Servicing
Agreement.

            Section 12. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.

            Section 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

            Section 14. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to effect the purposes
of the Pooling and Servicing Agreement and, upon such assignment, the Trustee
shall succeed to the rights and obligations hereunder of the Purchaser. No owner
of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.

            Section 15. Miscellaneous. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
rights and obligations of the Seller under this Agreement shall not be assigned
by the Seller without the prior written consent of the Purchaser, except that
any person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller is a party, or any person succeeding to the entire business of the Seller
shall be the successor to the Seller hereunder.

            Section 16. Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.

<PAGE>

            IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.


                                       NATIONAL CONSUMER COOPERATIVE BANK


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:



                                       MORGAN STANLEY DEAN WITTER CAPITAL I
                                          INC.


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:

<PAGE>

                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE
                                    2002-IQ3

<TABLE>
<CAPTION>

LOAN      MORTGAGE LOAN  LOAN        PROPERTY                                                                ZIP    PROPERTY
POOL NO.  SELLER         NUMBER      NAME                                         CITY               STATE   CODE   TYPE
-------------------------------------------------------------------------------------------------------------------------------
<C>      <C>           <C>          <S>                                         <C>                 <C>     <C>    <C>
17        NCB           479000570    Johnston Professional Building               Baltimore           MD     21218  Office
22        NCB           470022090    205/78 Owners Corp.                          New York            NY     10021  Cooperative
27        NCB           479000420    Hampton Inn - BWI Airport                    Linthicum           MD     21090  Hotel
51        NCB           470020580    325 W. 45th Street Owners Corp.              New York            NY     10036  Cooperative
54        NCB           470022320    1349 Tenants Corp.                           New York            NY     10128  Cooperative
56        NCB           470021320    301 East Tenants Corp.                       New York            NY     10021  Cooperative
66        NCB           470021510    38 Park Row Residence Corp.                  New York            NY     10038  Cooperative
86        NCB           470015630    Southridge Cooperative, Section 3, Inc.      Jackson Heights     NY     11372  Cooperative
147       NCB           470022350    139-94 Apartments Corp.                      New York            NY     10128  Cooperative
189       NCB           470022770    Nicolet Town Houses Cooperative Association  Detroit             MI     48207  Cooperative
203       NCB           470021850    8-10 Bethune/791 Greenwich St. Owners Corp.  New York            NY     10014  Cooperative
210       NCB           470021780    1040 Madison Inc.                            New York            NY     10021  Cooperative
221       NCB           470023180    East 37th Street Apartments Corp.            New York            NY     10016  Cooperative
236       NCB           470023150    100 Bank Street Owners Corp.                 New York            NY     10014  Cooperative
240       NCB           470022680    1869 Mintwood Cooperative, Inc.              Washington          DC     20009  Cooperative
241       NCB           470021080    271 West 70th Corp.                          New York            NY     10023  Cooperative
242       NCB           470021720    157 West 78th Street Corporation             New York            NY     10024  Cooperative
243       NCB           470021620    258 West 93 Owners Corp.                     New York            NY     10025  Cooperative
244       NCB           470022060    56 West 82nd Street Apartment Corp.          New York            NY     10024  Cooperative
245       NCB           470022540    55 Prince St. Associates, Inc.               New York            NY     10012  Cooperative
247       NCB           470022630    Begonia Realty Corporation                   New York            NY     10024  Cooperative
248       NCB           470022760    143 W. 85th St. Tenants Corp.                New York            NY     10024  Cooperative

<CAPTION>

PROPERTY                   ORIGINAL       CUT-OFF DATE   MASTER    MASTER SERVICING  PRIMARY        SUB-SERVICING   PRIMARY EXCESS
SUB-TYPE                   BALANCE        BALANCE        FEE       EXCESS FEE        FEE            FEE             SERVICING
-----------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>             <C>          <C>              <C>           <C>            <C>
Medical                   $10,000,000    $9,968,776      2            6                0             0              0
High Rise                  $8,710,000    $8,634,943      2            6                0             0              0
Limited Service            $8,000,000    $7,919,179      2            6                0             0              0
High Rise                  $4,000,000    $3,937,101      2            6                0             0              0
High Rise                  $3,600,000    $3,600,000      2            6                0             0              0
High Rise                  $3,550,000    $3,550,000      2            6                0             0              0
Loft                       $3,000,000    $2,991,632      2            6                0             0              0
Mid Rise                   $2,500,000    $2,460,992      2            6                0             0              0
High Rise                  $1,500,000    $1,500,000      2            6                0             0              0
Townhouse                  $1,100,000    $1,087,877      2            6                0             0              0
Mid Rise                     $950,000      $947,862      2            6                0             0              0
High Rise                    $850,000      $849,438      2            6                0             0              0
Mid Rise                     $775,000      $768,542      2            6                0             0              0
Mid Rise                     $585,000      $582,991      2            6                0             0              0
Low Rise                     $475,000      $471,778      2            6                0             0              0
Walkup                       $300,000      $297,820      2            6                0             0              0
Mid Rise                     $260,000      $258,229      2            6                0             0              0
Walkup                       $225,000      $223,531      2            6                0             0              0
Low Rise                     $200,000      $199,346      2            6                0             0              0
Mid Rise                     $200,000      $199,137      2            6                0             0              0
Mid Rise                     $185,000      $184,123      2            6                0             0              0
Walkup                       $125,000      $123,335      2            6                0             0              0

TOTALS/WEIGHTED AVERAGES: $51,090,000   $50,756,632
</TABLE>



<PAGE>

                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

            1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule is complete, true and correct in all material respects as of the
date of this Agreement and as of the Cut-Off Date.

            2. Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a
whole loan and not a participation interest in a mortgage loan. Immediately
prior to the transfer to the Purchaser of the Mortgage Loans, the Seller had
good title to, and was the sole owner of, each Mortgage Loan. The Seller has
full right, power and authority to transfer and assign each of the Mortgage
Loans to or at the direction of the Purchaser and has validly and effectively
conveyed (or caused to be conveyed) to the Purchaser or its designee all of the
Seller's legal and beneficial interest in and to the Mortgage Loans free and
clear of any and all pledges, liens, charges, security interests and/or other
encumbrances. The sale of the Mortgage Loans to the Purchaser or its designee
does not require the Seller to obtain any governmental or regulatory approval or
consent that has not been obtained. . None of the Mortgage Loan documents
restrict the Seller's right to transfer the Mortgage Loan to the Purchaser or to
the Trustee.

            3. Payment Record. No scheduled payment of principal and interest
under any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and
no Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.

            4. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the marketability or current use or operation of the Mortgaged
Property or the current ability of the Mortgaged Property to generate operating
income sufficient to service the Mortgage Loan debt and (e) if such Mortgage
Loan is cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan (the foregoing items (a) through (e) being
herein referred to as the "Permitted Encumbrances"). The related assignment of
such Mortgage executed and delivered in favor of the Trustee is in recordable
form and constitutes a legal, valid and binding assignment, sufficient to convey
to the assignee named therein all of the assignor's right, title and interest
in, to and under such Mortgage. Such Mortgage, together with any separate
security agreements, chattel mortgages or equivalent instruments, establishes
and creates a valid and, subject to the exceptions set forth in paragraph 13
below, enforceable security interest in favor of the holder thereof in all of
the related Mortgagor's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel or an assisted living facility, the Mortgagor's personal
property includes all personal property that a prudent mortgage lender making a
similar Mortgage Loan would deem reasonably necessary to operate the related
Mortgaged Property as it is currently being operated. A Uniform Commercial Code
financing statement has been filed and/or recorded in all places necessary to
perfect a valid security interest in such personal property, to the extent a
security interest may be so created therein, and such security interest is a
first priority security interest, subject to any prior purchase money security
interest in such personal property and any personal property leases applicable
to such personal property. Notwithstanding the foregoing, no representation is
made as to the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or actions other
than the filing of Uniform Commercial Code financing statements are required in
order to effect such perfection.

            5. Assignment of Leases and Rents. The Assignment of Leases related
to and delivered in connection with each Mortgage Loan establishes and creates a
valid, subsisting and, subject to the exceptions set forth in paragraph 13
below, enforceable first priority lien and first priority security interest in
the related Mortgagor's interest in all leases, sub-leases, licenses or other
agreements pursuant to which any person is entitled to occupy, use or possess
all or any portion of the real property subject to the related Mortgage, and
each assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases.

            6. Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or subordinated in whole or in part, and the
related Mortgaged Property has not been released from the lien of such Mortgage,
in whole or in part (except for partial reconveyances of real property that are
set forth on Schedule A to Exhibit 2), nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission or
release, in any manner that, in each case, materially adversely affects the
value of the related Mortgaged Property. None of the terms of any Mortgage Note,
Mortgage or Assignment of Leases has been impaired, waived, altered or modified
in any respect, except by written instruments, all of which are included in the
related Mortgage File and none of the Mortgage Loans has been materially
modified since October 7, 2002.

            7. Condition of Property; Condemnation. With respect to the
Mortgaged Properties securing the Mortgage Loans that were the subject of an
engineering report after the first day of the month that is 18 months prior to
the Closing Date as set forth on Schedule A to this Exhibit 2, other than as
disclosed in such engineering report, each Mortgaged Property is, to the
Seller's knowledge, free and clear of any damage (or adequate reserves therefor
have been established based on the engineering report) that would materially and
adversely affect its value as security for the related Mortgage Loan, and (ii)
with respect to the Mortgaged Properties securing the Mortgage Loans that were
not the subject of an engineering report after the first day of the month that
is 18 months prior to the Closing Date as set forth on Schedule A to this
Exhibit 2, each Mortgaged Property is in good repair and condition and all
building systems contained therein are in good working order (or adequate
reserves therefor have been established) and each Mortgaged Property is free of
structural defects, in each case, that would materially and adversely affect its
value as security for the related Mortgage Loan as of the date hereof. The
Seller has received no notice of the commencement of any proceeding for the
condemnation of all or any material portion of any Mortgaged Property. To the
Seller's knowledge (based on surveys and/or title insurance obtained in
connection with the origination of the Mortgage Loans), as of the date of the
origination of each Mortgage Loan, all of the material improvements on the
related Mortgaged Property that were considered in determining the appraised
value of the Mortgaged Property lay wholly within the boundaries and building
restriction lines of such property, except for encroachments that are insured
against by the lender's title insurance policy referred to herein or that do not
materially and adversely affect the value or marketability of such Mortgaged
Property, and no improvements on adjoining properties materially encroached upon
such Mortgaged Property so as to materially and adversely affect the value or
marketability of such Mortgaged Property, except those encroachments that are
insured against by the Title Policy referred to herein.

            8. Title Insurance. Each Mortgaged Property is covered by an
American Land Title Association (or an equivalent form of) lender's title
insurance policy, a pro forma policy or a marked-up title insurance commitment
(on which the required premium has been paid) which evidences such title
insurance policy (the "Title Policy") in the original principal amount of the
related Mortgage Loan after all advances of principal. Each Title Policy insures
that the related Mortgage is a valid first priority lien on such Mortgaged
Property, subject only to Permitted Encumbrances. Each Title Policy (or, if it
has yet to be issued, the coverage to be provided thereby) is in full force and
effect, all premiums thereon have been paid and no material claims have been
made thereunder and no claims have been paid thereunder. No holder of the
related Mortgage has done, by act or omission, anything that would materially
impair the coverage under such Title Policy. Immediately following the transfer
and assignment of the related Mortgage Loan to the Trustee, such Title Policy
(or, if it has yet to be issued, the coverage to be provided thereby) will inure
to the benefit of the Trustee without the consent of or notice to the insurer.
To the Seller's knowledge, the insurer issuing such Title Policy is qualified to
do business in the jurisdiction in which the related Mortgaged Property is
located.

            9. No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement that must be satisfied as a condition to
disbursements of any funds escrowed for such purpose have been complied with on
or before the Closing Date, or any such funds so escrowed have not been
released.

            10. Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary and
enforceable provisions (subject to the exceptions set forth in paragraph 13)
such as to render the rights and remedies of the holder thereof adequate for the
practical realization against the related Mortgaged Property of the principal
benefits of the security intended to be provided thereby.

            11. Trustee under Deed of Trust. If any Mortgage is a deed of trust,
(1) a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.

            12. Environmental Conditions.

            (i) With respect to the Mortgaged Properties securing the Mortgage
Loans that were the subject of an environmental site assessment including,
without limitation, a transaction screen, meeting ASTM Standards after the first
day of the month that is 18 months prior to the Closing Date as set forth on
Schedule A to this Exhibit 2, an environmental site assessment, or an update of
a previous such report, was performed with respect to each Mortgaged Property in
connection with the origination or the acquisition of the related Mortgage Loan,
a report of each such assessment (or the most recent assessment with respect to
each Mortgaged Property) (an "Environmental Report") has been delivered to the
Purchaser, and the Seller has no knowledge of any material and adverse
environmental condition or circumstance affecting any Mortgaged Property that
was not disclosed in such report. Each Mortgage requires the related Mortgagor
to comply with all applicable federal, state and local environmental laws and
regulations. Where such assessment disclosed the existence of a material and
adverse environmental condition or circumstance affecting any Mortgaged
Property, (i) a party not related to the Mortgagor was identified as the
responsible party for such condition or circumstance or (ii) environmental
insurance covering such condition was obtained or must be maintained until the
condition is remediated or (iii) the related Mortgagor was required either to
provide additional security that was deemed to be sufficient by the originator
in light of the circumstances and/or to establish an operations and maintenance
plan.

            (ii) With respect to the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an environmental site assessment including,
without limitation, a transaction screen, meeting ASTM Standards after the first
day of the month that is 18 months prior to the Closing Date as set forth on
Schedule A to this Exhibit 2, (i) no Hazardous Material is present on such
Mortgaged Property such that (1) the value, use or operation of such Mortgaged
Property is materially and adversely affected or (2) under applicable federal,
state or local law, (a) such Hazardous Material could be required to be
eliminated at a cost materially and adversely affecting the value of the
Mortgaged Property before such Mortgaged Property could be altered, renovated,
demolished or transferred or (b) the presence of such Hazardous Material could
(upon action by the appropriate governmental authorities) subject the owner of
such Mortgaged Property, or the holders of a security interest therein, to
liability for the cost of eliminating such Hazardous Material or the hazard
created thereby at a cost materially and adversely affecting the value of the
Mortgaged Property, and (ii) such Mortgaged Property is in material compliance
with all applicable federal, state and local laws pertaining to Hazardous
Materials or environmental hazards, any noncompliance with such laws does not
have a material adverse effect on the value of such Mortgaged Property and
neither Seller nor, to Seller's knowledge, the related Mortgagor or any current
tenant thereon, has received any notice of violation or potential violation of
any such law.

      "Hazardous Materials" means gasoline, petroleum products, explosives,
      radioactive materials, polychlorinated biphenyls or related or similar
      materials, and any other substance, material or waste as may be defined as
      a hazardous or toxic substance by any federal, state or local
      environmental law, ordinance, rule, regulation or order, including without
      limitation, the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980, as amended (42 U.S.C.ss.ss.9601 et seq.), the
      Hazardous Materials Transportation Act as amended (42 U.S.C.ss.ss.6901 et
      seq.), the Resource Conservation and Recover Act as amended (42
      U.S.C.ss.ss.6901 et seq.), the Federal Water Pollution Control Act as
      amended (33 U.S.C.ss.ss.1251 et seq.), the Clean Air Act as amended (42
      U.S.C.ss.ss.1251 et seq.) and any regulations promulgated pursuant
      thereto.

Each Mortgage requires the related Mortgagor to comply in all material respects
with all applicable federal, state and local environmental laws and regulations.

            13. Loan Document Status. Each Mortgage Note, Mortgage and other
agreement that evidences or secures such Mortgage Loan and was executed by or on
behalf of the related Mortgagor is the legal, valid and binding obligation of
the maker thereof (subject to any non-recourse provisions contained in any of
the foregoing agreements and any applicable state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally, and by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law) and there is
no valid defense, counterclaim or right of offset or rescission available to the
related Mortgagor with respect to such Mortgage Note, Mortgage or other
agreement.

            14. Insurance. Each Mortgaged Property is, and is required pursuant
to the related Mortgage to be, insured by (a) a fire and extended perils
insurance policy providing coverage against loss or damage sustained by reason
of fire, lightning, windstorm, hail, explosion, riot, riot attending a strike,
civil commotion, aircraft, vehicles and smoke, and, to the extent required as of
the date of origination by the originator of such Mortgage Loan consistent with
its normal commercial mortgage lending practices, against other risks insured
against with respect to similarly situated properties in the locality of the
Mortgaged Property (so-called "All Risk" coverage) in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements located at the Mortgaged Property, and
contains no provisions for a deduction for depreciation, and not less than the
amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property; (b) a business interruption or rental loss
insurance policy, in an amount at least equal to six months of operations of the
Mortgaged Property; (c) a flood insurance policy (if any portion of buildings or
other structures on the Mortgaged Property are located in an area identified by
the Federal Emergency Management Agency as having special flood hazards and the
Federal Emergency Management Agency requires flood insurance to be maintained);
and (d) a comprehensive general liability insurance policy in amounts as are
generally required by commercial mortgage lenders for properties of similar
types, and in any event not less than $1 million per occurrence. Such insurance
policy contains a standard mortgagee clause that names the mortgagee as an
additional insured in the case of liability insurance policies and as a loss
payee in the case of property insurance policies and requires prior notice to
the holder of the Mortgage of termination or cancellation. No such notice has
been received, including any notice of nonpayment of premiums, that has not been
cured. Each Mortgage obligates the related Mortgagor to maintain all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from such Mortgagor. Each Mortgage provides that
casualty insurance proceeds will be applied (a) to the restoration or repair of
the related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Mortgagor, or (c) to the reduction of the principal
amount of the Mortgage Loan. For each Mortgaged Property located in a Zone 3 or
Zone 4 seismic zone, either: (i) a seismic report which indicated a PML of less
than 20% was prepared, based on a 450 or 475-year lookback with a 10%
probability of exceedance in a 50-year period, at origination for such Mortgaged
Property or (ii) the improvements for the Mortgaged Property are insured against
earthquake damage.

            15. Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the
related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered delinquent or unpaid
until the date on which interest or penalties would be first payable thereon.

            16. Mortgagor Bankruptcy. No Mortgagor is, to the Seller's
knowledge, a debtor in any state or federal bankruptcy or insolvency proceeding.

            17. Leasehold Estate. Each Mortgaged Property consists of a fee
simple estate in real estate or, if the related Mortgage Loan is secured in
whole or in part by the interest of a Mortgagor as a lessee under a ground lease
of a Mortgaged Property (a "Ground Lease"), by the related Mortgagor's interest
in the Ground Lease but not by the related fee interest in such Mortgaged
Property (the "Fee Interest"), and as to such Ground Leases:

            (i) Such Ground Lease or a memorandum thereof has been or will be
      duly recorded; such Ground Lease (or the related estoppel letter or lender
      protection agreement between the Seller and related lessor) does not
      prohibit the current use of the Mortgaged Property and does not prohibit
      the interest of the lessee thereunder to be encumbered by the related
      Mortgage; and there has been no material change in the payment terms of
      such Ground Lease since the origination of the related Mortgage Loan, with
      the exception of material changes reflected in written instruments that
      are a part of the related Mortgage File;

            (ii) The lessee's interest in such Ground Lease is not subject to
      any liens or encumbrances superior to, or of equal priority with, the
      related Mortgage, other than Permitted Encumbrances;

            (iii) The Mortgagor's interest in such Ground Lease is assignable to
      the Purchaser and the Trustee as its assignee upon notice to, but without
      the consent of, the lessor thereunder (or, if such consent is required, it
      has been obtained prior to the Closing Date) and, in the event that it is
      so assigned, is further assignable by the Purchaser and its successors and
      assigns upon notice to, but without the need to obtain the consent of,
      such lessor or if such lessor's consent is required it cannot be
      unreasonably withheld;

            (iv) Such Ground Lease is in full force and effect, and the Ground
      Lease provides that no material amendment to such Ground Lease is binding
      on a mortgagee unless the mortgagee has consented thereto, and the Seller
      has received no notice that an event of default has occurred thereunder,
      and, to the Seller's knowledge, there exists no condition that, but for
      the passage of time or the giving of notice, or both, would result in an
      event of default under the terms of such Ground Lease;

            (v) Such Ground Lease, or an estoppel letter or other agreement, (A)
      requires the lessor under such Ground Lease to give notice of any default
      by the lessee to the holder of the Mortgage; and (B) provides that no
      notice of termination given under such Ground Lease is effective against
      the holder of the Mortgage unless a copy of such notice has been delivered
      to such holder and the lessor has offered or is required to enter into a
      new lease with such holder on terms that do not materially vary from the
      economic terms of the Ground Lease.

            (vi) A mortgagee is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under such Ground Lease) to cure any default under such Ground
      Lease, which is curable after the receipt of notice of any such default,
      before the lessor thereunder may terminate such Ground Lease;

            (vii) Such Ground Lease has an original term (including any
      extension options set forth therein) which extends not less than twenty
      years beyond the Stated Maturity Date of the related Mortgage Loan;

            (viii) Under the terms of such Ground Lease and the related
      Mortgage, taken together, any related insurance proceeds or condemnation
      award awarded to the holder of the ground lease interest will be applied
      either (A) to the repair or restoration of all or part of the related
      Mortgaged Property, with the mortgagee or a trustee appointed by the
      related Mortgage having the right to hold and disburse such proceeds as
      the repair or restoration progresses (except in such cases where a
      provision entitling a third party to hold and disburse such proceeds would
      not be viewed as commercially unreasonable by a prudent commercial
      mortgage lender), or (B) to the payment of the outstanding principal
      balance of the Mortgage Loan together with any accrued interest thereon;
      and

            (ix) Such Ground Lease does not impose any restrictions on
      subletting which would be viewed as commercially unreasonable by prudent
      commercial mortgage lenders lending on a similar Mortgaged Property in the
      lending area where the Mortgaged Property is located; and such Ground
      Lease contains a covenant that the lessor thereunder is not permitted, in
      the absence of an uncured default, to disturb the possession, interest or
      quiet enjoyment of the lessee thereunder for any reason, or in any manner,
      which would materially adversely affect the security provided by the
      related Mortgage.

            (x) Such Ground Lease requires the Lessor to enter into a new lease
      upon termination of such Ground Lease if the Ground Lease is rejected in a
      bankruptcy proceeding.

            18. Escrow Deposits. All escrow deposits and payments relating to
each Mortgage Loan that are, as of the Closing Date, required to be deposited or
paid have been so deposited or paid.

            19. LTV Ratio. The gross proceeds of each Mortgage Loan to the
related Mortgagor at origination did not exceed the non-contingent principal
amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an
interest in real property having a fair market value (i) at the date the
Mortgage Loan was originated, at least equal to 80 percent of the original
principal balance of the Mortgage Loan or (ii) at the Closing Date, at least
equal to 80 percent of the principal balance of the Mortgage Loan on such date;
provided that for purposes hereof, the fair market value of the real property
interest must first be reduced by (x) the amount of any lien on the real
property interest that is senior to the Mortgage Loan and (y) a proportionate
amount of any lien that is in parity with the Mortgage Loan (unless such other
lien secures a Mortgage Loan that is cross-collateralized with such Mortgage
Loan, in which event the computation described in clauses (a)(i) and (a)(ii) of
this paragraph 19 shall be made on a pro rata basis in accordance with the fair
market values of the Mortgaged Properties securing such cross-collateralized
Mortgage Loans); or (b) substantially all the proceeds of such Mortgage Loan
were used to acquire, improve or protect the real property that served as the
only security for such Mortgage Loan (other than a recourse feature or other
third party credit enhancement within the meaning of Treasury Regulations
Section 1.860G-2(a)(1)(ii)).

            20. Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

            21. Advancement of Funds by the Seller. No holder of a Mortgage
Loan has advanced funds or induced, solicited or knowingly received any advance
of funds from a party other than the owner of the related Mortgaged Property,
directly or indirectly, for the payment of any amount required by such Mortgage
Loan.

            22. No Mechanics' Liens. Each Mortgaged Property is free and clear
of any and all mechanics' and materialmen's liens that are prior or equal to the
lien of the related Mortgage, except, in each case, for liens insured against by
the Title Policy referred to herein, and no rights are outstanding that under
law could give rise to any such lien that would be prior or equal to the lien of
the related Mortgage except, in each case, for liens insured against by the
Title Policy referred to herein.

            23. Compliance with Usury Laws. Each Mortgage Loan complied with
(or is exempt from) all applicable usury laws in effect at its date of
origination.

            24. Cross-collateralization.     No     Mortgage     Loan     is
cross-collateralized  or cross-defaulted  with any loan other than one or more
other Mortgage Loans.

            25. Releases of Mortgaged Property. Except as described in the
next sentence, no Mortgage Note or Mortgage requires the mortgagee to release
all or any material portion of the related Mortgaged Property that was included
in the appraisal for such Mortgaged Property, and/or generates income from the
lien of the related Mortgage except upon payment in full of all amounts due
under the related Mortgage Loan or in connection with the defeasance provisions
of the related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule A hereto require the mortgagee to grant releases of
portions of the related Mortgaged Properties upon (a) the satisfaction of
certain legal and underwriting requirements and/or (b) the payment of a release
price and prepayment consideration in connection therewith, in the case of both
(a) and (b), consistent with the Seller's normal lending practices. Except as
described in the first sentence hereof and for those Mortgage Loans identified
on Schedule A, no Mortgage Loan permits the full or partial release or
substitution of collateral unless the mortgagee or servicer can require the
Mortgagor to provide an opinion of tax counsel to the effect that such release
or substitution of collateral (a) would not constitute a "significant
modification" of such Mortgage Loan within the meaning of Treas. Reg.
ss.1.1001-3 and (b) would not cause such Mortgage Loan to fail to be a
"qualified mortgage" within the meaning of Section 860G(a)(3)(A) of the Code.
The loan documents require the Mortgagor to bear the cost of such opinion.

            26. No Equity Participation or Contingent Interest. No Mortgage
Loan contains any equity participation by the lender or provides for negative
amortization (except that the ARD Loan may provide for the accrual of interest
at an increased rate after the Anticipated Repayment Date) or for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property.

            27. No Material Default. To the Seller's knowledge, there exists
no material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller in any of paragraphs 3, 7, 12,
14, 15, 16 and 17 of this Exhibit 2.

            28. Inspections. The Seller (or if the Seller is not the
originator, the originator of the Mortgage Loan) has inspected or caused to be
inspected each Mortgaged Property in connection with the origination of the
related Mortgage Loan.

            29. Local Law Compliance. Based on due diligence considered
reasonable by prudent commercial mortgage lenders in the lending area where the
Mortgaged Property is located, the improvements located on or forming part of
each Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.

            30. Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien junior to the lien of the related Mortgage.

            31. Actions Concerning Mortgage Loans. To the knowledge of the
Seller, there are no actions, suits or proceedings before any court,
administrative agency or arbitrator concerning any Mortgage Loan, Mortgagor or
related Mortgaged Property that might adversely affect title to the Mortgaged
Property or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.

            32. Servicing. The servicing and collection practices used by the
Seller or any prior holder or servicer of each Mortgage Loan have been in all
material respects legal, proper and prudent and have met customary industry
standards.

            33. Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan or as of the date of
the sale of the related Mortgage Loan by the Seller hereunder, the related
Mortgagor was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated.

            34. Collateral in Trust. The Mortgage Note for each Mortgage Loan
is not secured by a pledge of any collateral that has not been assigned to the
Purchaser.

            35. Due on Sale. Each Mortgage Loan contains a "due on sale"
clause, which provides for the acceleration of the payment of the unpaid
principal balance of the Mortgage Loan if, without prior written consent of the
holder of the Mortgage, the property subject to the Mortgage or any material
portion thereof, or a controlling interest in the related Mortgagor, is
transferred, sold or encumbered by a junior mortgage or deed of trust; provided,
however, that certain Mortgage Loans provide a mechanism for the assumption of
the loan by a third party upon the Mortgagor's satisfaction of certain
conditions precedent, and upon payment of a transfer fee, if any, or transfer of
interests in the Mortgagor or constituent entities of the Mortgagor to a third
party or parties related to the Mortgagor upon the Mortgagor's satisfaction of
certain conditions precedent.

            36. Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Mortgagor, provided that at least one natural person
(and the Mortgagor if the Mortgagor is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.

            37. Reserved.

            38. REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage"
as such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages). Each Mortgaged Property will qualify as
foreclosure property within the meaning of Section 856(e) of the Code if
obtained by foreclosure or deed in lieu of foreclosure.

            39. Reserved.

            40. Prepayment Premiums. As of the applicable date of origination
of each such Mortgage Loan, any prepayment premiums and yield maintenance
charges payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted customary prepayment premiums and yield maintenance
charges for commercial mortgage loans of the Seller.

            41. Loan Provisions. No Mortgage Loan contains a provision that by
its terms would automatically or at the unilateral option of the Mortgagor cause
such Mortgage Loan not be a "qualified mortgage" as such term is defined in
Section 860G(a)(3) of the Code.

            42. Single Purpose Entity. The Mortgagor on each Mortgage Loan
with a Cut-Off Date Principal Balance in excess of $10 million, was, as of the
origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a
"Single Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one or more of the
Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging
in any business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any assets other than those related to its interest in, and operation of,
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person (other than a Mortgagor for a Mortgage Loan that is
cross-collateralized and cross-defaulted with the related Mortgage Loan), and
that it holds itself out as a legal entity, separate and apart from any other
person.

            43. Defeasance and Assumption Costs. The related Mortgage Loan
Documents provide that the related borrower is responsible for the payment of
all reasonable costs and expenses of the Lender incurred in connection with (i)
the defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and (ii) the approval of an assumption of such Mortgage Loan.

            44. Defeasance. No Mortgage Loan provides that it can be defeased
until a date that is more than two years after the Closing Date or provides that
it can be defeased with any property other than government securities (as
defined in Section 2(a)(16) of the Investment Company Act of 1940, as amended)
or any direct non-callable security issued or guaranteed as to principal or
interest by the United States.

            45. Terrorism  Insurance  Summary.  The information set forth on
Schedule  C  hereto  was true  and  correct  in all  material  respects  as of
November 25, 2002.

            46. Completion of Improvements. With respect to the Hampton
Inn-BWI Airport Loan, Loan No. 27, the Addition (as such term is defined in the
related loan documents) with respect to the related Mortgaged Property will be
substantially completed and a certificate of occupancy with respect thereto
shall be issued on or before December 31, 2002, or, if no event of default
exists with respect to such Mortgage Loan and the anticipated cost of completion
of the Addition does not exceed the amount on deposit in the related
construction escrow account with respect to such Mortgage Loan, the date six
months thereafter.

<PAGE>

                                   Schedule A

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
                       REGARDING INDIVIDUAL MORTGAGE LOANS

                                (NCCB - 2002-IQ3)

REP NO.   MORTGAGE LOAN NO.          EXPLANATION
--------------------------------------------------------------------------------
 17(x)    Loan No. 17                The Ground Leases for the foregoing
                                     Mortgage Loans require the Lessor to enter
                                     into a new ground lease with the holder of
                                     the Mortgage on terms that do not
                                     materially vary from the economic terms of
                                     the Ground Lease in the event such Ground
                                     Lease is terminated by reason of a default
                                     thereunder, but do not specifically require
                                     the Lessor to enter into a new lease upon
                                     termination of such Ground Lease if the
                                     Ground Lease is rejected in a bankruptcy
                                     proceeding.

--------------------------------------------------------------------------------
   30     Loan Nos. 22, 51, 56, 66,  The foregoing Mortgaged Properties are
          86, 147, 203, 221, 240,    encumbered by liens junior to the
          242, 245                   related Mortgage, in amounts more
                                     particularly described on the Mortgage Loan
                                     Schedule in the column entitled "Current
                                     Additional Financing In Place."

--------------------------------------------------------------------------------
   35     All Mortgage Loans         All of the Mortgage Loans secured by
          secured by residential     residential cooperatives permit, without
          cooperatives.              the prior written consent of the holder
                                     of the related Mortgage, transfers of stock
                                     of the related Mortgagor in connection with
                                     the assignment of a proprietary lease for
                                     an apartment unit by a tenant-shareholder
                                     of the related Mortgagor to other persons
                                     who by virtue of such transfers become
                                     tenant-shareholders in the related
                                     Mortgagor.

--------------------------------------------------------------------------------
   36     All Mortgage Loans         All of the Mortgage Loans secured by
          secured by residential     residential cooperatives are fully
          cooperatives.              recourse to the related Mortgagors.

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

<PAGE>

                                   Schedule B

   List of Mortgagors that are Third-Party Beneficiaries Under Section 5(b)

                                      None

<PAGE>

                                   Schedule C

                      (Terrorism Insurance Summary Report)

            As required by representation number 46 (Terrorism Insurance Summary
Report), the following is a summary of the Terrorism Insurance with respect to
the Mortgage Loans:



<TABLE>
<CAPTION>
LOAN
TAB                     INTERNAL
NO.       SELLER        LOAN ID            PROPERTY NAME                             PROPERTY ADDRESS
-----------------------------------------------------------------------------------------------------------------
<S>                     <C>                <C>                                       <C>
          NCB           470023150          100 Bank Street Owners Corp.              100 Bank Street
          NCB           470021780          1040 Madison Inc.                         31 East 79th Street
          NCB           470022320          1349 Tenants Corp.                        1349 Lexington Avenue
          NCB           470022350          139-94 Apartments Corp.                   139 East 94th Street
          NCB           470022760          143 W. 85th St. Tenants Corp.             143 West 85th Street
          NCB           470021720          157 West 78th Street                      157 West 78th St.
                                           Corporation
          NCB           470022680          1869 Mintwood Cooperative, Inc.           1869 Mintwood Place, NW
          NCB           470022090          205/78 Owners Corp.                       205 East 78th Street
          NCB           470024450          210-220-230 Owners Corp.                  210-220-230 Pelham Road
          NCB           470021620          258 West 93 Owners Corp.                  258 West 93rd Street
          NCB           470021080          271 West 70th Corp.                       271 West 70th Street
          NCB           470021320          301 East Tenants Corp.                    301 East 75th Street
          NCB           470020580          325 W. 45th Street Owners Corp.           325 West 45th Street
          NCB           470021510          38 Park Row Residence Corp.               145 Nassau Street
          NCB           470022540          55 Prince St. Associates, Inc.            55 Prince Street
          NCB           470022060          56 West 82nd Street Apartment             56 West 82nd Street
                                           Corp.
          NCB           470021850          8-10 Bethune/791 Greenwich                791 Greenwich Street/
                                           St. Owners Corp.                          8 & 10 Bethune Street
          NCB           470022630          Begonia Realty Corporation                14 West 87th Street
          NCB           470023180          East 37th Street Apartments               104 East 37th Street
                                           Corp.
          NCB           470023110          Fontaine Owners Corp.                     353 East 72nd Street
          NCB           470022770          Nicolet Town Houses                       1300-1418 Nicolet
                                           Cooperative Association
          NCB           470015630          Southridge Cooperative,                   33-25 90th Street
                                           Section 3, Inc.
          NCB           479000420          Hampton Inn - BWI Airport                 829 Elkridge Landing Road
          NCB           479000570          Johnston Professional                     3333 North Calvert Building Street

          11/18- Terrorism Ins
          waived on life of
          loan-in Manhattan-
          property value
          satisfies loan amount/
          long time borrower


<CAPTION>

LOAN                                                                                        ORIGINAL                    CUT-OFF
TAB                                                                                         PRINCIPAL                   DATE
NO.       SELLER        BORROWER NAME                                                       BALANCE                     BALANCE
-------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                              <C>                         <C>
          NCB           100 Bank Street Owners Corp.                                       $585,000                    $582,991
          NCB           1040 Madison Inc.                                                  $850,000                    $849,438
          NCB           1349 Tenants Corp.                                               $3,600,000                  $3,600,000
          NCB           139-94 Apartments Corp.                                          $1,500,000                  $1,500,000
          NCB           143 W. 85th St. Tenants Corp.                                      $125,000                    $123,335
          NCB           157 West 78th Street Corporation                                   $260,000                    $258,229
          NCB           1869 Mintwood Cooperative, Inc.                                    $475,000                    $471,778
          NCB           205/78 Owners Corp.                                              $8,710,000                  $8,634,943
          NCB           210-220-230 Owners Corp.                                         $7,500,000                  $7,500,000
          NCB           258 West 93 Owners Corp.                                           $225,000                    $223,531
          NCB           271 West 70th Corp.                                                $300,000                    $297,820
          NCB           301 East Tenants Corp.                                           $3,550,000                  $3,550,000
          NCB           325 W. 45th Street Owners Corp.                                  $4,000,000                  $3,937,101
          NCB           38 Park Row Residence Corp.                                      $3,000,000                  $2,991,632
          NCB           55 Prince St. Associates, Inc.                                     $200,000                    $199,137
          NCB           56 West 82nd Street Apartment Corp.                                $200,000                    $199,346
          NCB           8-10 Bethune/791 Greenwich St. Owners Corp.                        $950,000                    $947,862
          NCB           Begonia Realty Corporation                                         $185,000                    $184,123
          NCB           East 37th Street Apartments Corp.                                  $775,000                    $768,542
          NCB           Fontaine Owners Corp.                                            $7,000,000                  $6,984,002
          NCB           Nicolet Town Houses Cooperative Association                      $1,100,000                  $1,087,877
          NCB           Southridge Cooperative, Section 3, Inc.                          $2,500,000                  $2,460,992
          NCB           Baltimore-Washington Hotel, LP                                   $8,000,000                  $7,919,179
          NCB           Johnston Professional Building, LP                              $10,000,000                  $9,968,776

                          Total-Original Principal Balance                              $65,590,000
                          % W/O TERRORISM INS                                                5.489%

                          Total Loans Renewal Info. Not Provided for                     $8,000,000
                          terms expiring year end 2002



                          % Recent Renewal Info. Not Provided                               12.197%

<CAPTION>

LOAN                  MORTGAGE
TAB                   LOAN                                                               FUNDING          TERM OF
NO.     SELLER        BORROWER                      PROPERTY                             DATE             INSURANCE    CARRIER
--------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                           <C>                                  <C>              <C>          <C>
        NCB           100 Bank Street               100 Bank Street Owners               4/26/2002        10/12/03     GNY
                      Owners Corp.                  Corp.
        NCB           1040 Madison                  1040 Madison Inc.                    4/03/2002        06/30/03     Admiral
                      Inc.
        NCB           1349 Tenants                  1349 Tenants Corp.                   4/25/2002        10/28/03     Indian
                      Corp.                                                                                            Harbor
        NCB           139-94                        139-94 Apartments Corp.              5/01/2002        02/01/03     Gulf
                      Apartments Corp.
        NCB           143 W. 85th St.               143 W. 85th St. Tenants              4/30/2002        08/16/03     N. Hamps.
                      Tenants Corp.                 Corp.
        NCB           157 West 78th                 157 West 78th Street                 3/25/2002        05/14/05     N. Hamps.
                      Street                        Corporation
                      Corporation
        NCB           1869 Mintwood                 1869 Mintwood Cooperative,           5/31/2002        11/17/03     Statefarm
                      Cooperative, Inc.
                      Inc.
        NCB           205/78 Owners                 205/78 Owners Corp.                  4/29/2002        02/01/03     Admiral
                      Corp.
        NCB           210-220-230                   210-220-230 Owners Corp.             8/20/2002        06/01/03     Harleyville
                      Owners Corp.
        NCB           258 West 93                   258 West 93 Owners Corp.             3/04/2002        03/21/03     St. Paul
                      Owners Corp.
        NCB           271 West 70th                 271 West 70th Corp.                  2/26/2002        04/01/03     RLI
                      Corp.
        NCB           301 East Tenants              301 East Tenants Corp.               5/28/2002        02/01/03     Admiral
                      Corp.
        NCB           325 W. 45th                   325 W. 45th Street Owners            3/06/2002        12/31/02     Worcester
                      Street Owners                 Corp.
                      Corp.
        NCB           38 Park Row                   38 Park Row Residence               3/27/2002        11/06/03      GNY
                      Residence Corp.               Corp.
        NCB           56 West 82nd                  56 West 82nd Street                 7/10/2002         06/01/03     N. Hamps.
                      Street Apartment              Apartment Corp.
                      Corp.
        NCB           8-10 Bethune/791              8-10 Bethune/791 Greenwich          04/16/04          4/02/2002    N. Hamps.
                      Greenwich St.                 St. Owners Corp.
                      Owners Corp.
        NCB           Begonia Realty                Begonia Realty Corporation          5/16/2002         12/10/02     RLI
                      Corporation
        NCB           East 37th Street              East 37th Street                    4/19/2002         04/01/03     RLI
                      Apartments Corp.              Apartments Corp.
        NCB           Fontaine Owners               Fontaine Owners Corp.               5/22/2002         05/13/03     GNY
                      Corp.
        NCB           Nicolet Town                  Nicolet Town Houses                 5/29/2002         01/01/03     Statefarm
                      Houses                        Cooperative Association
                      Cooperative
                      Association
        NCB           Southridge                    Southridge Cooperative,             6/26/2002         06/01/03     St. Paul
                      Cooperative,                  Section 3, Inc.
                      Section 3, Inc.
        NCB           Baltimore-                    Hampton Inn - BWI Airport           1/31/2002         12/01/02     C/N/A
                      Washington
                      Hotel, LP
        NCB           Johnston                      Johnston Professional               6/28/2002         11/01/03     Zurich
                      Professional                  Building
                      Building, LP

<CAPTION>
                                                                                                                        SEPARATE
                                                                                                 EXCLUSIONS FOR         CHEMICAL/
                                                  SEPARATE                                       CHEMICAL/              BIOLOGICAL
LOAN                    EXCLUSIONS FOR            TERRORISM                                      BIOLOGICAL             TERRORISM
TAB                     ACTS OF                   INSURANCE                                      TERRORISM              INSURANCE
NO.       SELLER        TERRORISM (1)             COVERAGE (2)             DEDUCTIBLE            COVERAGE               COVERAGE
------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                       <C>                     <C>      <C>           <C>                        <C>
          NCB           Included                  N                       $        1,000         Y                          N
          NCB           Included                  N                       $        1,000         Y                          N
          NCB           Excluded                  N                       $        1,000         Y                          N
          NCB           Included                  N                       $        1,000         Y                          N
          NCB           Included                  N                       $        1,000         Y                          N
          NCB           Included                  N                       $        1,000         Y                          N
          NCB           Included                  N                       $        1,000         Y                          N
          NCB           Included                  N                       $        1,000         Y                          N
          NCB           Included                  N                       $        1,000         Y                          N
          NCB           Included                  N                       $        1,000         Y                          N
          NCB           Included                  N                       $        1,000         Y                          N
          NCB           Included                  N                       $        1,000         Y                          N
          NCB           Included                  N                       $        2,500         Y                          N
          NCB           Included                  N                       $        1,000         Y                          N
          NCB           Included                  N                       $        1,000         Y                          N
          NCB           Included                  N                       $        1,000         Y                          N
          NCB           Included                  N                       $        2,000         Y                          N
          NCB           Included                  N                       $        1,000         Y                          N
          NCB           Included                  N                       $        1,000         Y                          N
          NCB           Included                  N                       $        3,000         Y                          N
          NCB           Included                  N                       $          500         Y                          N
          NCB           Included                  N                       $        2,500         Y                          N
          NCB           Included                  N                       $        5,000         Y                          N
          NCB           Included                  N                       $      100,000         Y                          N

<CAPTION>

LOAN
TAB
NO.              SELLER         DEDUCTIBLE          DESCRIBE MORTGAGE CATCH-ALL (3)                COMMENT
------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                 <C>                                            <C>
                 NCB            N/A                 Such other insurance and increased
                                                    policy limits with respect
                                                    to the Mortgaged Property as
                                                    may be reasonably required
                                                    from time to time by
                                                    Mortgage.

                 NCB            N/A                 Such other insurance and
                                                    increased policy limits with
                                                    respect to the Mortgaged
                                                    Property as may be
                                                    reasonably required from
                                                    time to time by Mortgage.

                 NCB            N/A                 Such other insurance and
                                                    increased policy limits with
                                                    respect to the Mortgaged
                                                    Property as may be
                                                    reasonably required from
                                                    time to time by Mortgage.

                 NCB            N/A                 Such other insurance and
                                                    increased policy limits with
                                                    respect to the Mortgaged
                                                    Property as may be
                                                    reasonably required from
                                                    time to time by Mortgage.

                 NCB            N/A                 Such other insurance and
                                                    increased policy limits with
                                                    respect to the Mortgaged
                                                    Property as may be
                                                    reasonably required from
                                                    time to time by Mortgage.

                 NCB            N/A                 Such other insurance and
                                                    increased policy limits with
                                                    respect to the Mortgaged
                                                    Property as may be
                                                    reasonably required from
                                                    time to time by Mortgage.

                 NCB            N/A                 Such other insurance and
                                                    increased policy limits with
                                                    respect to the Mortgaged
                                                    Property as may be
                                                    reasonably required from
                                                    time to time by Mortgage.

                 NCB            N/A                 Such other insurance and
                                                    increased policy limits with
                                                    respect to the Mortgaged
                                                    Property as may be
                                                    reasonably required from
                                                    time to time by Mortgage.

                 NCB            N/A                 Such other insurance and
                                                    increased policy limits with
                                                    respect to the Mortgaged
                                                    Property as may be
                                                    reasonably required from
                                                    time to time by Mortgage.

                 NCB            N/A                 Such other insurance and
                                                    increased policy limits with
                                                    respect to the Mortgaged
                                                    Property as may be
                                                    reasonably required from
                                                    time to time by Mortgage.

                 NCB            N/A                 Such other insurance and
                                                    increased policy limits with
                                                    respect to the Mortgaged
                                                    Property as may be
                                                    reasonably required from
                                                    time to time by Mortgage.

                 NCB            N/A                 Such other insurance and
                                                    increased policy limits with
                                                    respect to the Mortgaged
                                                    Property as may be
                                                    reasonably required from
                                                    time to time by Mortgage.

                 NCB            N/A                 Such other insurance and
                                                    increased policy limits with
                                                    respect to the Mortgaged
                                                    Property as may be
                                                    reasonably required from
                                                    time to time by Mortgage.

                 NCB            N/A                 Such other insurance and
                                                    increased policy limits with
                                                    respect to the Mortgaged
                                                    Property as may be
                                                    reasonably required from
                                                    time to time by Mortgage.

<CAPTION>

<S>              <C>            <C>                 <C>                                            <C>
                 NCB            N/A                 Such other insurance and increased
                                                    policy limits with respect
                                                    to the Mortgaged Property
                                                    as may be reasonably
                                                    required from time to time
                                                    by Mortgage.


                 NCB            N/A                 Such other insurance
                                                    and increased policy
                                                    limits with respect to the
                                                    Mortgaged Property as may
                                                    be reasonably required
                                                    from time to time by
                                                    Mortgage.


                 NCB            N/A                 Such other insurance
                                                    and increased policy
                                                    limits with respect to the
                                                    Mortgaged Property as may
                                                    be reasonably required
                                                    from time to time by
                                                    Mortgage.


                 NCB            N/A                 Such other insurance
                                                    and increased policy
                                                    limits with respect to the
                                                    Mortgaged Property as may
                                                    be reasonably required
                                                    from time to time by
                                                    Mortgage.


                 NCB            N/A                 Such other insurance
                                                    and increased policy
                                                    limits with respect to the
                                                    Mortgaged Property as may
                                                    be reasonably required
                                                    from time to time by
                                                    Mortgage.


                 NCB            N/A                 Such other insurance
                                                    and increased policy
                                                    limits with respect to the
                                                    Mortgaged Property as may
                                                    be reasonably required
                                                    from time to time by
                                                    Mortgage.


                 NCB            N/A                 Such other insurance
                                                    and increased policy
                                                    limits with respect to the
                                                    Mortgaged Property as may
                                                    be reasonably required
                                                    from time to time by
                                                    Mortgage.


                 NCB            N/A                 Such other insurance
                                                    and increased policy
                                                    limits with respect to the
                                                    Mortgaged Property as may
                                                    be reasonably required
                                                    from time to time by
                                                    Mortgage.


                 NCB            N/A                 Such other insurance
                                                    as may from time to time
                                                    be reasonably required by
                                                    Beneficiary in order to
                                                    protect its interests.

                 NCB            N/A                 Such other insurance
                                                    as may from time to time
                                                    be reasonably required by
                                                    Beneficiary in order to
                                                    protect its interests.
</TABLE>



<PAGE>

                                    EXHIBIT 3

                               PRICING FORMULATION

            Purchase Price                            $137,509,885

<PAGE>

                                    EXHIBIT 4

                                  BILL OF SALE

            1.  PARTIES. The parties to this Bill of Sale are the following:

                Seller:           National Consumer Cooperative Bank
                Purchaser:        Morgan Stanley Dean Witter Capital I Inc.


            2. SALE. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of December 1, 2002 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c)   All cash and non-cash  proceeds of the collateral  described
      in clauses (a) and (b) above.

            3. PURCHASE PRICE. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. DEFINITIONS. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.

<PAGE>

            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this [___]th day of December, 2002.


SELLER:                                NATIONAL CONSUMER COOPERATIVE BANK



                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:



PURCHASER:                             MORGAN STANLEY DEAN WITTER CAPITAL I
                                          INC.


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:

<PAGE>

                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY


THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

GMAC Commercial Mortgage Corporation
200 Witmer Road
P.O. Box 1015
Horsham, Pennsylvania 19044-8015
Attention: [_________________]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Asset Backed Securities Trust Services Group

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


                            LIMITED POWER OF ATTORNEY

            Know all persons by these presents; that the undersigned, having an
address of [MORTGAGE LOAN SELLER'S ADDRESS] (the "Seller"), being duly empowered
and authorized to do so, does hereby make, constitute and appoint GMAC
Commercial Mortgage Corporation, having an address of 200 Witmer Road, P.O. Box
1015, Horsham, Pennsylvania 19044-8015, Attention: [__________________] (the
"General Master Servicer"), GMAC Commercial Mortgage Corporation, having an
address of 200 Witmer Road, P.O. Box 1015, Horsham, Pennsylvania 19044-8015,
Attention: [_________________] (the "General Special Servicer") and LaSalle
Bank National Association, having an address of 135 South LaSalle Street, Suite
1625, Chicago, Illinois 60603, Attention: Asset Backed Securities Trust Service
Group-Morgan Stanley Dean Witter Capital I Inc., Series 2002-IQ3 (the "Trustee")
as the true and lawful attorneys-in-fact for the undersigned, in its name, place
and stead, and for its use and benefit:

            To empower the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to submit for recording, at the
expense of the Seller, any mortgage loan documents required to be recorded as
described in the Pooling and Servicing Agreement and any intervening assignments
with evidence of recording thereon that are required to be included in the
Mortgage File (so long as original counterparts have previously been delivered
to the Trustee).

            This power of attorney shall be limited to the above-mentioned
exercise of power.

            This instrument is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers
herein is not intended to, nor does it give rise to, and it is not intended to
be construed as, a general power of attorney.

            The rights, power of authority of said attorney herein granted shall
commence and be in full force and effect on the date hereof and such rights,
powers and authority shall remain in full force and effect until the termination
of the Pooling and Servicing Agreement, dated as of December 1, 2002 (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc., as Depositor, the General Master Servicer, the General Special Servicer,
NCB, FSB, as NCB Master Servicer, National Consumer Cooperative Bank, as Co-op
Special Servicer, Principal Global Investors, LLC, as Special Servicer of the
San Tomas Mortgage Loan, the Trustee and ABN AMRO Bank N.V., as Fiscal Agent,
with respect to the Trust.

   Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

<PAGE>

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of December, 2002.


Witnessed by:                                   [SELLER]



--------------------------------                By:
Print Name:                                         ----------------------------
                                                    Name:
                                                    Title:



STATE OF ______________)

COUNTY OF _____________)

            On ______________________, before me, a Notary Public in and for
said county, personally appeared ____________________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person whose
name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her authorized capacity, and that by his/her signature
on the instrument the person acted and executed the instrument. Witness my hand
and official seal.





_______________________________________
Commission Expires:

<PAGE>

                                    EXHIBIT 6

                           FORM OF OPINION OF COUNSEL

                                                               Tel: 212-541-2000
                                                               Fax: 212-541-4630




December 17, 2002




To the Parties Listed on Schedule A

Re:   National Consumer Cooperative Bank

Ladies and Gentlemen:

            We have acted as special counsel to National Consumer Cooperative
Bank ("NCCB"), a corporation chartered by an act of The United States Congress,
in connection with the following documents, which provide for the proposed sale
of certain mortgage loans and NCCB's agreement to specially service and
administer certain mortgage loans and other assets: (i) Mortgage Loan Purchase
Agreement dated as of December 1, 2002, between NCCB, as seller, and Morgan
Stanley Dean Witter Capital I Inc. ("MSDWCI"), as purchaser (the "Mortgage Loan
Purchase Agreement"); (ii) Pooling and Servicing Agreement dated as of December
1, 2002, among MSDWCI, as Depositor, NCB, FSB as NCB Master Servicer, NCCB, as
Co-op Special Servicer, GMAC Commercial Mortgage Corporation, as General Master
Servicer, GMAC Commercial Mortgage Corporation, as General Special Servicer,
Principal Global Investors, LLC, as Special Servicer of the San Tomas Mortgage
Loan, LaSalle Bank National Association, as Trustee, Paying Agent and
Certificate Registrar and ABN Amro Bank N.V., as Fiscal Agent (the "Pooling and
Servicing Agreement"; and together with the Mortgage Loan Purchase Agreement,
the "Principal Agreements"), and (iii) Mortgage Loan Seller Indemnification
Agreement dated as of December 5, 2002 between NCCB, Morgan Stanley & Co.
Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MSDWCI and
Lehman Brothers Inc. (the "Indemnification Agreement"; and together with the
Principal Agreements, the "Transaction Documents"). Capitalized terms not
otherwise defined herein shall have their respective meanings set forth in the
Principal Agreements.

            In rendering the opinions expressed below, we have examined copies
of the Transaction Documents, agreements executed in connection therewith or
pursuant thereto and originals or conformed copies of such corporate records,
agreements and instruments of NCCB, certificates of public officials and
officers of NCCB, and such other documents and records, and such matters of law,
as we have deemed appropriate as a basis for the opinions hereinafter expressed.
In our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of

<PAGE>

To the Parties Listed on Schedule A
December 17, 2002
Page 2

documents submitted to us as originals and the conformity with authentic
original documents of all documents submitted to us as copies. When relevant
facts were not independently established, we have relied upon statements of
governmental officials and upon representations made in or pursuant to the
Transaction Documents and certificates and statements of appropriate
representatives of NCCB including, without limitation, the certificate dated
December 17, 2002 issued by the Secretary of NCCB (the "NCCB Certificate").

            In rendering the opinions expressed below, we have assumed that,
other than with respect to NCCB, all of the documents referred to in this
opinion have been duly authorized by, have been duly executed and delivered by,
and constitute the legal, valid, binding and enforceable obligations of, all of
the parties to such documents, that all of the signatories to such documents
have been duly authorized and that all such parties are duly organized and
validly existing and have the power and authority (corporate or other) to
execute, deliver and perform such documents.

            Based upon and subject to the foregoing and subject also to the
comments, assumptions and qualifications set forth below, we are of the opinion
that:

            1. NCCB is a corporation chartered by an act of The United States
Congress, is duly organized, validly existing and in good standing under the
laws of the United States of America and is qualified to transact business in,
and is in good standing under the laws of, the State of New York or is otherwise
exempt from such qualification.

            2. NCCB has all necessary corporate power and authority to execute,
deliver and perform its obligations under the Transaction Documents. The
execution, delivery and performance of the Transaction Documents by NCCB and the
consummation by NCCB of the transactions contemplated thereby have been duly
authorized by all necessary corporate action on the part of NCCB, and the
Transaction Documents have been validly executed and delivered by NCCB. The
Principal Agreements constitute the legal, valid and binding obligation of NCCB,
enforceable against it in accordance with their respective terms.

            3. To our knowledge, NCCB is not required to obtain any consent,
approval, authorization of, or declaration, filing or registration with, any
governmental authority in connection with or as a condition to the execution,
delivery or performance by NCCB of the Transaction Documents or the consummation
by NCCB of the transactions contemplated thereby, except such filings as may be
necessary to transfer the Mortgage Loans to the Purchaser pursuant to the terms
of the Mortgage Loan Purchase Agreement or to fulfill its obligations as Co-op
Special Servicer under the Pooling and Servicing Agreement.

            4. To our knowledge, there are no actions, suits, proceedings or
investigations pending or threatened against or affecting NCCB which, if
adversely

<PAGE>

To the Parties Listed on Schedule A
December 17, 2002
Page 3

determined, individually or collectively, would materially adversely affect
NCCB's ability to perform its obligations under the Transaction Documents.

            5. The execution, delivery and performance by NCCB of the
Transaction Documents, and compliance by it therewith, do not and will not
conflict with, constitute a default under or violate (i) any provision of the
charter or by-laws of NCCB, (ii) any provision of any material law, rule or
regulation applicable to NCCB, (iii) to our knowledge, any judgment, order,
writ, injunction or decree to which it is subject, or (iv) to our knowledge, any
material indenture, agreement or other instrument known to us to which NCCB is a
party or by which it is bound.

            In addition to the limitations set forth above, the opinions set
forth herein are further limited by, subject to and based upon the following:

            (a) In basing our opinions and other matters set forth herein "to
our knowledge," or words of similar import, the words "to our knowledge," or
such words of similar import signify that, in the course of our representation
of NCCB in the transaction contemplated by the Transaction Documents and inquiry
of the lawyers within our firm familiar with the transactions contemplated by
the Transaction Documents, no information has come to our attention that would
give us actual knowledge or actual notice that any such opinions or other
matters set forth herein are not accurate. Except as otherwise stated herein, we
have undertaken no independent investigation or verification of such matters.
All opinions set forth herein are subject to, and may be limited by, future
changes in the factual matters set forth herein, and we undertake no duty to
advise you of the same.

            (b) Our opinions herein reflect only the application of applicable
New York law and the Federal laws of the United States. The opinions expressed
herein are based upon the law in effect (and published or otherwise generally
available) on the date hereof, and we assume no obligation to revise or
supplement these opinions should such law be changed by legislative action,
judicial decision or otherwise. In rendering our opinions, we have not
considered, and hereby disclaim any opinion as to, the application or impact of
any laws, cases, decisions, rules or regulations of any other jurisdiction,
court or administrative agency.

            (c) The enforceability of the Transaction Documents may be limited
by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting or relating to the rights and remedies of creditors generally
including, without limitation, laws relating to fraudulent transfers or
conveyances, preferences and equitable subordination, and Section 544 through
550 of the Bankruptcy Code and Sections 270 and 281 of the Debtor and Creditor
Law of the State of New York, (ii) general principles of equity (regardless of
whether considered in a proceeding in equity or at law), (iii) an implied
covenant of good faith and fair dealing and (iv) the qualification that certain

<PAGE>

To the Parties Listed on Schedule A
December 17, 2002
Page 4

other provisions of the Transaction Documents may be unenforceable in whole or
in part under the laws (including judicial decisions) of the State of New York
or the United States of America, but the inclusion of such provisions does not
affect the validity as against NCCB of the Transaction Documents as a whole, and
the limitations on the enforceability of such provisions in the Transaction
Documents do not, in our opinion, make the remedies and procedures otherwise
provided in the Transaction Documents inadequate for enforcing payment of the
obligations governed or secured thereby and for the practical realization of the
principal rights and benefits afforded thereby, subject to the other
qualifications contained in this opinion.

            (d)  We express no opinion as to:

                  (i) any provision in any of the Transaction Documents
purporting or attempting to (A) waive the defenses of forum non conveniens or
improper venue or (B) confer subject matter jurisdiction on a court not having
independent grounds therefor or (C) modify or waive the requirements for
effective service of process for any action that may be brought or (D) waive the
right of NCCB or any other person to a trial by jury;

                  (ii) the effect on enforceability of any of the Transaction
Documents of any decision of an arbitration tribunal or an arbitrator pursuant
to any provision for mandatory or optional arbitration to the extent such
decision does not give effect to the terms of such Transaction Documents or to
applicable law;

                  (iii) the enforceability of (A) any rights to indemnification
provided for in the Transaction Documents which are violative of public policy
underlying any law, rule or regulation (including any federal or state
securities law, rule or regulation); (B) any rights of setoff under the Pooling
and Service Agreement; or (C) any provisions purporting to provide to any party
the right to receive costs and expenses beyond those reasonably incurred by it;
or

                  (iv) (A) the existence or sufficiency of any party's
(including, without limitation, NCCB's) rights in or title to the real or
personal property described in and encumbered by the respective Mortgage Loan
Documents relating to the Mortgage Loans (the "Collateral"); (B) the creation,
attachment or perfection of any security interest in any part of the Collateral,
or the priority of any security interest in the Collateral against any financing
statement, security interest, mortgage, lien or other encumbrance on or covering
the Collateral, or the effect of the due recording of, or failure to record,
such Mortgage Loan Documents; (C) compliance or non-compliance by NCCB or any
other person or entity with federal or state securities laws (including, without
limitation, the Securities Act of 1933, the Trust Indenture Act of 1939 and the
Investment Company Act of 1940); or (D) the classification and treatment of the
Mortgage Loans and any proceeds therefrom for federal and state income tax
purposes.

<PAGE>

To the Parties Listed on Schedule A
December 17, 2002
Page 5


            This opinion letter is furnished to you solely for your benefit and
for the benefit of your successors and assigns, and may not be relied upon by,
nor may copies be delivered to, any other person or entity without our prior
written consent. Finally, we do not undertake to advise you of any changes in
the opinions expressed herein resulting from matters that might hereafter come
or be brought to our attention.

                                    Very truly yours,

<PAGE>

                                   SCHEDULE A


Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York  10036

Morgan Stanley Dean Witter Capital I Inc.
1585 Broadway
New York, New York  10036

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

Merrill Lynch, Pierce, Fenner & Smith Incorporated.
4 World Financial Center
250 Vesey Street
New York, New York 10080


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603

ABN AMRO Bank N.V.
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603

Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007

Standard & Poor's Ratings Services,
  a division of The McGraw-Hill Companies, Inc.
55 Water Street
New York, New York  10041


<PAGE>

                                   EXHIBIT K-6

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT VI
                                    (NCBFSB)

            Mortgage Loan Purchase Agreement ("Agreement"), dated as of December
1, 2002, between NCB, FSB (the "Seller"), and Morgan Stanley Dean Witter Capital
I Inc. (the "Purchaser").

            The Seller agrees to sell and the Purchaser agrees to purchase
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of December 1, 2002, between the Purchaser, as
depositor, GMAC Commercial Mortgage Corporation, as general master servicer (the
"General Master Servicer"), GMAC Commercial Mortgage Corporation, as general
special servicer (the "General Special Servicer"), NCB, FSB, as NCB master
servicer (together with the General Master Servicer, as applicable, the "Master
Servicer"), National Consumer Cooperative Bank, as co-op special servicer (the
"Co-op Special Servicer"), Principal Global Investors, LLC, as special servicer
with respect to the San Tomas Mortgage Loan (together with the General Special
Servicer and the Co-op Special Servicer, as applicable, the "Special Servicer"),
LaSalle Bank National Association, as trustee, paying agent and certificate
registrar (the "Trustee") and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal
Agent"). In exchange for the Mortgage Loans and certain other mortgage loans to
be purchased by the Purchaser (collectively the "Other Mortgage Loans"), the
Trust will issue to the Depositor pass-through certificates to be known as
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-IQ3 (the "Certificates"). The Certificates will be
issued pursuant to the Pooling and Servicing Agreement.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

            The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and
Class D Certificates (the "Public Certificates") will be sold by the Purchaser
to Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Lehman Brothers Inc. (the "Underwriters"), pursuant to an
Underwriting Agreement, between the Purchaser and the Underwriters, dated
December 5, 2002 (the "Underwriting Agreement"), and the Class X-1, Class X-2,
Class X-Y, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class EI, Class R-I, Class R-II and Class R-III
Certificates (the "Private Certificates") will be sold by the Purchaser to
Morgan Stanley & Co. Incorporated (the "Initial Purchaser") pursuant to a
Certificate Purchase Agreement, between the Purchaser and the Initial Purchaser,
dated December 5, 2002 (the "Certificate Purchase Agreement"). The Underwriters
will offer the Public Certificates for sale publicly pursuant to a Prospectus
dated November 22, 2002, as supplemented by a Prospectus Supplement dated
December 5, 2002 (together, the "Prospectus Supplement"), and the Initial
Purchaser will offer the Private Certificates for sale in transactions exempt
from the registration requirements of the Securities Act of 1933 pursuant to a
Private Placement Memorandum dated December 5, 2002 (the "Memorandum").

            In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

            Section 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans
accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with
respect to each Mortgage Loan is such Mortgage Loan's due date in the month of
December 2002. The Mortgage Loans will have an aggregate principal balance as of
the close of business on the Cut-Off Date, after giving effect to any payments
due on or before such date, whether or not received, of $128,192,102. The sale
of the Mortgage Loans shall take place on December 17, 2002 or such other date
as shall be mutually acceptable to the parties hereto (the "Closing Date"). The
purchase price to be paid by the Purchaser and National Consumer Cooperative
Bank for the Mortgage Loans and those certain mortgage loans sold to the Trust
by National Consumer Cooperative Bank, pursuant to that certain mortgage loan
purchase agreement, dated as of even date herewith, for the Mortgage Loans shall
equal the amount set forth as such purchase price on Exhibit 3 hereto. The
purchase price shall be paid to the Seller by wire transfer in immediately
available funds on the Closing Date or another method agreed upon by the
Purchaser.

            On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 14), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 14).

            Section 2. Conveyance of Mortgage Loans. Effective as of the Closing
Date, subject only to receipt of the consideration referred to in Section 1
hereof and the satisfaction of the conditions specified in Sections 6 and 7
hereof, the Seller does hereby transfer, assign, set over and otherwise convey
to the Purchaser, without recourse, all the right, title and interest of the
Seller in and to the Mortgage Loans identified on the Mortgage Loan Schedule as
of the Closing Date. The Mortgage Loan Schedule, as it may be amended from time
to time on or prior to the Closing Date, shall conform to the requirements of
this Agreement and the Pooling and Servicing Agreement. In connection with such
transfer and assignment, the Seller shall deliver to or on behalf of the
Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for each Mortgage Loan and on
or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 5 in favor of
the Trustee, the Master Servicer and the Special Servicer to empower the Trustee
and, in the event of the failure or incapacity of the Trustee, the Master
Servicer or the Special Servicer, to submit for recording, at the expense of the
Seller, any mortgage loan documents required to be recorded as described in the
Pooling and Servicing Agreement and any intervening assignments with evidence of
recording thereon that are required to be included in the Mortgage Files (so
long as original counterparts have previously been delivered to the Trustee).
The Seller agrees to reasonably cooperate with the Trustee, the Master Servicer
and the Special Servicer in connection with any additional powers of attorney or
revisions thereto that are requested by such parties for purposes of such
recordation. The parties hereto agree that no such power of attorney shall be
used with respect to any Mortgage Loan by or under authorization by any party
hereto except to the extent that the absence of a document described in the
second preceding sentence with respect to such Mortgage Loan remains unremedied
as of the earlier of (i) the date that is 180 days following the delivery of
notice of such absence to the Seller, but in no event earlier than 18 months
from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan
becomes a Specially Serviced Mortgage Loan. The Trustee shall submit such
documents, at the Seller's expense, after the periods set forth above, provided,
however, the Trustee shall not submit such assignments for recording if the
Seller produces evidence that it has sent any such assignment for recording and
certifies that the Seller is awaiting its return from the applicable recording
office. In addition, not later than the 30th day following the Closing Date, the
Seller shall deliver to or on behalf of the Trustee each of the remaining
documents or instruments specified below (with such exceptions and additional
time periods as are permitted by this Section) with respect to each Mortgage
Loan (each, a "Mortgage File"). (The Seller acknowledges that the term "without
recourse" does not modify the duties of the Seller under Section 5 hereof.)

            All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

            (a) The original Mortgage Note bearing all intervening endorsements,
in blank or endorsed "Pay to the order of LaSalle Bank National Association, as
Trustee for Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2002-IQ3, without recourse, representation or
warranty" or if the original Mortgage Note is not included therein, then a lost
note affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

            (b) The original Mortgage, with evidence of recording thereon, and,
if the Mortgage was executed pursuant to a power of attorney, a certified true
copy of the power of attorney certified by the public recorder's office, with
evidence of recording thereon (if recording is customary in the jurisdiction in
which such power of attorney was executed), or certified by a title insurance
company or escrow company to be a true copy thereof; provided that if such
original Mortgage cannot be delivered with evidence of recording thereon on or
prior to the 90th day following the Closing Date because of a delay caused by
the public recording office where such original Mortgage has been delivered for
recordation or because such original Mortgage has been lost, the Seller shall
deliver or cause to be delivered to the Trustee a true and correct copy of such
Mortgage, together with (i) in the case of a delay caused by the public
recording office, an Officer's Certificate (as defined below) of the Seller
stating that such original Mortgage has been sent to the appropriate public
recording official for recordation or (ii) in the case of an original Mortgage
that has been lost after recordation, a certification by the appropriate county
recording office where such Mortgage is recorded that such copy is a true and
complete copy of the original recorded Mortgage;

            (c) The originals of all agreements modifying a Money Term or other
material modification, consolidation and extension agreements, if any, with
evidence of recording thereon or if any such original modification,
consolidation or extension agreement has been delivered to the appropriate
recording office for recordation and either has not yet been returned on or
prior to the 90th day following the Closing Date with evidence of recordation
thereon or has been lost after recordation, a true copy of such modification,
consolidation or extension certified by the Seller together with (i) in the case
of a delay caused by the public recording office, an Officer's Certificate of
the Seller stating that such original modification, consolidation or extension
agreement has been dispatched or sent to the appropriate public recording
official for recordation or (ii) in the case of an original modification,
consolidation or extension agreement that has been lost after recordation, a
certification by the appropriate county recording office where such document is
recorded that such copy is a true and complete copy of the original recorded
modification, consolidation or extension agreement, and the originals of all
assumption agreements, if any;

            (d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording, signed by the holder of record in
blank or in favor of "LaSalle Bank National Association, as Trustee for Morgan
Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-IQ3";

            (e) Originals of all intervening assignments of Mortgage, if any,
with evidence of recording thereon or, if such original assignments of Mortgage
have been delivered to the appropriate recorder's office for recordation,
certified true copies of such assignments of Mortgage certified by the Seller,
or in the case of an original blanket intervening assignment of Mortgage
retained by the Seller, a copy thereof certified by the Seller or, if any
original intervening assignment of Mortgage has not yet been returned on or
prior to the 90th day following the Closing Date from the applicable recording
office or has been lost, a true and correct copy thereof, together with (i) in
the case of a delay caused by the public recording office, an Officer's
Certificate of the Seller stating that such original intervening assignment of
Mortgage has been sent to the appropriate public recording official for
recordation or (ii) in the case of an original intervening assignment of
Mortgage that has been lost after recordation, a certification by the
appropriate county recording office where such assignment is recorded that such
copy is a true and complete copy of the original recorded intervening assignment
of Mortgage;

            (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment of Leases has not been returned on or prior to
the 90th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the Seller to be a true
and complete copy of the original Assignment of Leases submitted for recording,
together with (i) an original of each assignment of such Assignment of Leases
with evidence of recording thereon and showing a complete recorded chain of
assignment from the named assignee to the holder of record, and if any such
assignment of such Assignment of Leases has not been returned from the
applicable public recording office, a copy of such assignment certified by the
Seller to be a true and complete copy of the original assignment submitted for
recording, and (ii) an original assignment of such Assignment of Leases, in
recordable form, signed by the holder of record in favor of "LaSalle Bank
National Association, as Trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-IQ3," which
assignment may be effected in the related Assignment of Mortgage;

            (g) The original or a copy of each guaranty, if any, constituting
additional security for the repayment of such Mortgage Loan;

            (h) The original Title Insurance Policy, or in the event such
original Title Insurance Policy has not been issued, an original binder, actual
title commitment, pro forma policy or a copy thereof certified by the title
company with the original Title Insurance Policy to follow within 180 days of
the Closing Date or a preliminary title report with an original Title Insurance
Policy to follow within 180 days of the Closing Date;

            (i) (A) Copies of UCC financing statements (together with all
assignments thereof) filed in connection with a Mortgage Loan and (B) UCC-2 or
UCC-3 financing statements assigning such UCC financing statements to the
Trustee executed and delivered in connection with the Mortgage Loan;

            (j) Copies of the related ground lease(s), if any, to any Mortgage
Loan where the Mortgagor is the lessee under such ground lease and there is a
lien in favor of the mortgagee in such lease;

            (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements, if any, related to any Mortgage Loan;

            (l) Either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan (or, with respect to a
letter of credit representing tenant security deposits which have been
collaterally assigned to the lender, a copy), which shall be assigned and
delivered to the Trustee on behalf of the Trust with a copy to be held by the
Primary Servicer (or the Master Servicer), and applied, drawn, reduced or
released in accordance with documents evidencing or securing the applicable
Mortgage Loan, the Pooling and Servicing Agreement and the Primary Servicing
Agreement or (B) the original of each letter of credit, if any, constituting
additional collateral for such Mortgage Loan (or, with respect to a letter of
credit representing tenant security deposits which have been collaterally
assigned to the lender, a copy), which shall be held by the applicable Primary
Servicer (or the Master Servicer) on behalf of the Trustee, with a copy to be
held by the Trustee, and applied, drawn, reduced or released in accordance with
documents evidencing or securing the applicable Mortgage Loan, the Pooling and
Servicing Agreement and the Primary Servicing Agreement (it being understood
that the Seller has agreed (a) that the proceeds of such letter of credit belong
to the Trust, (b) to notify, on or before the Closing Date, the bank issuing the
letter of credit that the letter of credit and the proceeds thereof belong to
the Trust, and to use reasonable efforts to obtain within 30 days (but in any
event to obtain within 90 days) following the Closing Date, an acknowledgement
thereof by the bank (with a copy of such acknowledgement to be sent to the
Trustee) and (c) to indemnify the Trust for any liabilities, charges, costs,
fees or other expenses accruing from the failure of the Seller to assign the
letter of credit hereunder). In the case of clause (B) above, any letter of
credit held by the applicable Primary Servicer (or Master Servicer) shall be
held in its capacity as agent of the Trust, and if the applicable Primary
Servicer (or Master Servicer) sells its rights to service the applicable
Mortgage Loan, the applicable Primary Servicer (or Master Servicer) has agreed
to assign the applicable letter of credit to the Trust or at the direction of
the Special Servicer to such party as the Special Servicer may instruct, in each
case, at the expense of the applicable Primary Servicer (or Master Servicer).
The applicable Primary Servicer (or Master Servicer) has agreed to indemnify the
Trust for any loss caused by the ineffectiveness of such assignment;

            (m) The original or a copy of the environmental indemnity agreement,
if any, related to any Mortgage Loan;

            (n) Copies of third-party management agreements, if any, for hotels
and mortgage properties securing Mortgage Loans with a Cut-Off Date principal
balance equal to or greater than $20,000,000;

            (o) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;

            (p) A copy of any affidavit and indemnification agreement in favor
of the lender; and

            (q) With respect to hospitality properties, a copy of a franchise
agreement, franchise comfort letter and applicable assignment or transfer
documents.

            The original of each letter of credit referred to in clause (l)
above shall be delivered to the Primary Servicer, the Master Servicer or the
Trustee (as the case may be) within 45 days of the Closing Date. In addition, a
copy of any ground lease shall be delivered to the Master Servicer within 30
days of the Closing Date. Any failure to deliver any ground lease shall
constitute a document defect.

            "Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any Senior
Vice President, any Vice President, any Assistant Vice President, any Treasurer
or any Assistant Treasurer.

            The Assignments of Mortgage and assignment of Assignment of Leases
referred to in clauses (d), (e) and (f) may be in the form of a single
instrument assigning the Mortgage and the Assignment of Leases to the extent
permitted by applicable law. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the
mortgages) and assignments of UCC financing statements, the Seller shall
execute, in accordance with the third succeeding paragraph, the assignments of
mortgages, the assignments of leases (to the extent separate from the mortgages)
and the assignments of UCC financing statements relating to the Mortgage Loans
naming the Trustee on behalf of the Certificateholders as assignee.
Notwithstanding the fact that such assignments of mortgages, assignments of
leases (to the extent separate from the assignments of mortgages) and
assignments of UCC financing statements shall name the Trustee on behalf of the
Certificateholders as the assignee, the parties hereto acknowledge and agree
that the Mortgage Loans shall for all purposes be deemed to have been
transferred from the Seller to the Purchaser and from the Purchaser to the
Trustee on behalf of the Certificateholders.

            If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90 day period, but the Seller delivers a
photocopy thereof (to the extent available, certified by the appropriate county
recorder's office to be a true and complete copy of the original thereof
submitted for recording or, if such certification is not available, together
with an Officer's Certificate of the Seller stating that such document has been
sent to the appropriate public recording official for recordation), to the
Trustee within such 90 day period, the Seller shall then deliver within 180 days
after the Closing Date the recorded document (or within such longer period after
the Closing Date as the Trustee may consent to, which consent shall not be
withheld so long as the Seller is, as certified in writing to the Trustee no
less often than monthly, in good faith attempting to obtain from the appropriate
county recorder's office such original or photocopy).

            The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due thereon after the Cut-Off
Date, all other payments of principal collected after the Cut-Off Date (other
than scheduled payments of principal due on or before the Cut-Off Date), and all
payments of interest on the Mortgage Loans allocable to the period commencing on
the Cut-Off Date. All scheduled payments of principal and interest due on or
before the Cut-Off Date and collected after the Cut-Off Date shall belong to the
Seller.

            Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above (with recording information in blank if such information
is not yet available). Within 15 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i) above. If any such document or instrument
is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, the Seller shall prepare a substitute therefor or cure such
defect, and the Seller shall, at its own expense (except in the case of a
document or instrument that is lost by the Trustee), record or file, as the case
may be, and deliver such document or instrument in accordance with this Section
2.

            As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
General Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the General Master Servicer or the applicable Primary
Servicer, the Seller will draw on such letter of credit as directed by the
General Master Servicer or such Primary Servicer in such notice to the extent
the Seller has the right to do so.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans or
Companion Loans and that are not required to be delivered to the Trustee and are
reasonably necessary for the ongoing administration and/or servicing of the
applicable Mortgage Loan or Companion Loan (the "Servicing File") shall be
shipped by the Seller to or at the direction of the Master Servicer, on behalf
of the Purchaser, on or prior to the 75th day after the Closing Date, in
accordance with Section 3.1 of the Primary Servicing Agreement, if applicable.

            The Servicing File shall include, to the extent required to be (and
actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any attorney-client privileged
communications, internal correspondence or credit analysis. Delivery of any of
the foregoing documents to the Primary Servicer shall be deemed a delivery to
the Master Servicer and satisfy Seller's obligations under this sub-paragraph.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein, subject to the requirements of the Primary
Servicing Agreement. The Seller's and Purchaser's records shall reflect the
transfer of each Mortgage Loan from the Seller to the Purchaser and its assigns
as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property are held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto payable after the Cut-Off
            Date, all substitute or replacement Mortgage Loans and all
            distributions with respect thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

            Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

            Section 3. Examination of Mortgage Files and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully in all reasonable respects with the Purchaser in its examination
of the credit files, underwriting documentation and Mortgage Files for the
Mortgage Loans and its due diligence review of the Mortgage Loans. The fact that
the Purchaser has conducted or has failed to conduct any partial or complete
examination of the credit files, underwriting documentation or Mortgage Files
for the Mortgage Loans shall not affect the right of the Purchaser or the
Trustee to cause the Seller to cure any Material Document Defect or Material
Breach (each as defined below), or to repurchase or replace the defective
Mortgage Loans pursuant to Section 5 of this Agreement.

            On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller during normal
business hours and shall not be conducted in a manner that is disruptive to the
Seller's normal business operations upon reasonable prior advance notice. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer or Primary Servicer, if
applicable, with any additional information identified by the Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.

            The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

            The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

            Section 4. Representations and Warranties of the Seller and the
Purchaser.

            (a) To induce the Purchaser to enter into this Agreement, the Seller
hereby makes for the benefit of the Purchaser and its assigns with respect to
each Mortgage Loan as of the date hereof (or as of such other date specifically
set forth in the particular representation and warranty) each of the
representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:

            (i) The Seller is duly organized and is validly existing as a
      federal savings bank in good standing under the laws of the Office of
      Thrift Supervision. The Seller has the requisite corporate power and
      authority and legal right to own the Mortgage Loans and to transfer and
      convey the Mortgage Loans to the Purchaser and has the requisite power and
      authority to execute and deliver, engage in the transactions contemplated
      by, and perform and observe the terms and conditions of, this Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, and assuming the due authorization, execution
      and delivery hereof by the Purchaser, this Agreement constitutes the
      valid, legal and binding agreement of the Seller, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      (A) laws relating to bankruptcy, insolvency, reorganization, receivership
      or moratorium, (B) other laws relating to or affecting the rights of
      creditors generally, (C) general equity principles (regardless of whether
      such enforcement is considered in a proceeding in equity or at law) or (D)
      public policy considerations underlying the securities laws, to the extent
      that such public policy considerations limit the enforceability of the
      provisions of this Agreement that purport to provide indemnification from
      liabilities under applicable securities laws.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Seller with this Agreement, or the
      consummation by the Seller of any transaction contemplated hereby, other
      than (1) such qualifications as may be required under state securities or
      blue sky laws, (2) the filing or recording of financing statements,
      instruments of assignment and other similar documents necessary in
      connection with the Seller's sale of the Mortgage Loans to the Purchaser,
      (3) such consents, approvals, authorizations, qualifications,
      registrations, filings or notices as have been obtained and (4) where the
      lack of such consent, approval, authorization, qualification,
      registration, filing or notice would not have a material adverse effect on
      the performance by the Seller under this Agreement.

            (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
      nor the execution, delivery or performance of this Agreement by the
      Seller, conflicts or will conflict with, results or will result in a
      breach of, or constitutes or will constitute a default under (A) any term
      or provision of the Seller's articles of organization or by-laws, (B) any
      term or provision of any material agreement, contract, instrument or
      indenture to which the Seller is a party or by which it or any of its
      assets is bound or results in the creation or imposition of any lien,
      charge or encumbrance upon any of its property pursuant to the terms of
      any such indenture, mortgage, contract or other instrument, other than
      pursuant to this Agreement, or (C) after giving effect to the consents or
      taking of the actions contemplated in subsection (iii), any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) There are no actions or proceedings against, or investigations
      of, the Seller pending or, to the Seller's knowledge, threatened in
      writing against the Seller before any court, administrative agency or
      other tribunal, the outcome of which could reasonably be expected to
      materially and adversely affect the transfer of the Mortgage Loans to the
      Purchaser or the execution or delivery by, or enforceability against, the
      Seller of this Agreement or have an effect on the financial condition of
      the Seller that would materially and adversely affect the ability of the
      Seller to perform its obligations under this Agreement.

            (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
      this Agreement will effect a transfer by the Seller of all of its right,
      title and interest in and to the Mortgage Loans to the Purchaser.

            (vii) To the Seller's knowledge, the Seller's Information (as
      defined in that certain indemnification agreement, dated December 1, 2002,
      between the Seller, the Purchaser, the Underwriters and the Initial
      Purchaser (the "Indemnification Agreement")) relating to the Mortgage
      Loans does not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements therein, in the
      light of the circumstances under which they were made, not misleading.
      Notwithstanding anything contained herein to the contrary, this
      subparagraph (vii) shall run exclusively to the benefit of the Purchaser
      and no other party.

            To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date,
provided that any representations and warranties made as of a specified date
shall be true and correct as of such specified date.

            Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

            (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:

            (i) The Purchaser is a corporation duly organized, validly existing,
      and in good standing under the laws of the State of Delaware with full
      power and authority to carry on its business as presently conducted by it.

            (ii) The Purchaser has full power and authority to acquire the
      Mortgage Loans, to execute and deliver this Agreement and to enter into
      and consummate all transactions contemplated by this Agreement. The
      Purchaser has duly and validly authorized the execution, delivery and
      performance of this Agreement and has duly and validly executed and
      delivered this Agreement. This Agreement, assuming due authorization,
      execution and delivery by the Seller, constitutes the valid and binding
      obligation of the Purchaser, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium and other similar laws affecting
      the enforcement of creditors' rights generally and by general principles
      of equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Purchaser with this Agreement, or the
      consummation by the Purchaser of any transaction contemplated hereby that
      has not been obtained or made by the Purchaser.

            (iv) Neither the purchase of the Mortgage Loans nor the execution,
      delivery and performance of this Agreement by the Purchaser will violate
      the Purchaser's certificate of incorporation or by-laws or constitute a
      default (or an event that, with notice or lapse of time or both, would
      constitute a default) under, or result in a breach of, any material
      agreement, contract, instrument or indenture to which the Purchaser is a
      party or that may be applicable to the Purchaser or its assets.

            (v) The Purchaser's execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not
      constitute a violation of, any law, rule, writ, injunction, order or
      decree of any court, or order or regulation of any federal, state or
      municipal government agency having jurisdiction over the Purchaser or its
      assets, which violation could materially and adversely affect the
      condition (financial or otherwise) or the operation of the Purchaser or
      its assets or could materially and adversely affect its ability to perform
      its obligations and duties hereunder.

            (vi) There are no actions or proceedings against, or investigations
      of, the Purchaser pending or, to the Purchaser's knowledge, threatened
      against the Purchaser before any court, administrative agency or other
      tribunal, the outcome of which could reasonably be expected to adversely
      affect the transfer of the Mortgage Loans, the issuance of the
      Certificates, the execution, delivery or enforceability of this Agreement
      or have an effect on the financial condition of the Purchaser that would
      materially and adversely affect the ability of the Purchaser to perform
      its obligation under this Agreement.

            (vii) The Purchaser has not dealt with any broker, investment
      banker, agent or other person, other than the Seller, the Underwriters,
      the Initial Purchaser and their respective affiliates, that may be
      entitled to any commission or compensation in connection with the sale of
      the Mortgage Loans or consummation of any of the transactions contemplated
      hereby.

            To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

            Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

            Section 5. Remedies Upon Breach of Representations and Warranties
Made by the Seller.

            (a) It is hereby acknowledged that the Seller shall make for the
benefit of the Trustee on behalf of the holders of the Certificates, whether
directly or by way of the Purchaser's assignment of its rights hereunder to the
Trustee, the representations and warranties set forth on Exhibit 2 hereto (each
as of the date hereof unless otherwise specified).

            (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (and including the expiration of any grace or cure period), not
properly executed or is defective on its face, or if there is a breach of any of
the representations and warranties required to be made by the Seller regarding
the characteristics of the Mortgage Loans and/or the related Mortgaged
Properties as set forth in Exhibit 2 hereto, and in either case such defect or
breach, either (i) materially and adversely affects the interests of the holders
of the Certificates in the related Mortgage Loan, or (ii) both (A) the document
defect or breach materially and adversely affects the value of the Mortgage Loan
and (B) the Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated
Mortgage Loan (such a document defect described in the preceding clause (i) or
(ii), a "Material Document Defect" and such a breach described in the preceding
clause (i) or (ii) a "Material Breach"), the party discovering such Material
Document Defect or Material Breach shall promptly notify, in writing, the other
parties; provided that any breach of the representation and warranty contained
in paragraph (40) of such Exhibit 2 shall constitute a Material Breach only if
such prepayment premium or yield maintenance charge is not deemed "customary"
for commercial mortgage loans as evidenced by (i) an opinion of tax counsel to
such effect or (ii) a determination by the Internal Revenue Service that such
provision is not customary. Promptly (but in any event within three Business
Days) upon becoming aware of any such Material Document Defect or Material
Breach, the Master Servicer shall, and the Special Servicer may, request that
the Seller, not later than 90 days from the Seller's receipt of the notice of
such Material Document Defect or Material Breach, cure such Material Document
Defect or Material Breach, as the case may be, in all material respects;
provided, however, that if such Material Document Defect or Material Breach, as
the case may be, cannot be corrected or cured in all material respects within
such 90-day period, and such Material Document Defect or Material Breach would
not cause the Mortgage Loan to be other than a "qualified mortgage"(as defined
in the Code) but the Seller is diligently attempting to effect such correction
or cure, as certified by the Seller in an Officer's Certificate delivered to the
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is, at
the end of the initial 90 day period, then a Specially Serviced Mortgage Loan
and a Servicing Transfer Event has occurred as a result of a monetary default or
as described in clause (ii) or clause (v) of the definition of "Servicing
Transfer Event" in the Pooling and Servicing Agreement and (y) the Material
Document Defect was identified in a certification delivered to the Seller by the
Trustee pursuant to Section 2.2 of the Pooling and Servicing Agreement not less
than 90 days prior to the delivery of the notice of such Material Document
Defect. The parties acknowledge that neither delivery of a certification or
schedule of exceptions to the Seller pursuant to Section 2.2 of the Pooling and
Servicing Agreement or otherwise nor possession of such certification or
schedule by the Seller shall, in and of itself, constitute delivery of notice of
any Material Document Defect or knowledge or awareness by the Seller of any
Material Document Defect listed therein.

            The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
aspects within the above cure periods, the Seller shall, on or before the
termination of such cure periods, either (i) repurchase the affected Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date, at its option replace, without
recourse, any Mortgage Loan or REO Mortgage Loan to which such defect relates
with a Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
such repurchase or substitution must occur within 90 days from the earlier of
the date the Seller discovered or was notified of the breach or defect. The
Seller agrees that any substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

            If (i) a Mortgage Loan is to be repurchased or replaced in
connection with a Material Document Defect or a Material Breach as contemplated
above (a "Defective Mortgage Loan"), (ii) such Defective Mortgage Loan is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
("Crossed Mortgage Loans") and (iii) the applicable document defect or breach
does not constitute a Material Document Defect or Material Breach, as the case
may be, as to such Crossed Mortgage Loans (without regard to this paragraph),
then the applicable document defect or breach (as the case may be) shall be
deemed to constitute a Material Document Defect or Material Breach, as the case
may be, as to each such Crossed Mortgage Loan for purposes of the above
provisions, and the Seller shall be obligated to repurchase or replace each such
Crossed Mortgage Loan in accordance with the provisions above, unless, in the
case of such breach or document defect, both of the following conditions would
be satisfied if the Seller were to repurchase or replace only those Mortgage
Loans as to which a Material Breach or Material Document Defect had occurred
without regard to this paragraph (the "Affected Loan(s)"): (1) the debt service
coverage ratio for all such other Mortgage Loans (excluding the Affected
Loan(s)) for the four calendar quarters immediately preceding the repurchase or
replacement (determined as provided in the definition of Debt Service Coverage
Ratio in the Pooling and Servicing Agreement, except that net cash flow for such
four calendar quarters, rather than year-end, shall be used) is not less than
0.10x below the lesser of (x) the debt service coverage ratio for all such
Mortgage Loans (including the Affected Loans(s)) set forth under the heading
"NCF DSCR" in Appendix II to the Final Prospectus Supplement and (y) the
normalized debt service coverage ratio for all such Crossed Mortgage Loans
(including the Affected Loan(s)) for the four preceding calendar quarters
preceding the repurchase or replacement (determined as provided in the
definition of Debt Service Coverage Ratio in the Pooling and Servicing
Agreement, except that net cash flow for such four calendar quarters, rather
than year-end, shall be used), and (2) the loan-to-value ratio for all such
Crossed Mortgage Loans (excluding the Affected Loan(s)) is not greater than 10%
more than the greater of (x) the loan-to-value ratio, expressed as a whole
number (taken to one decimal place), for all such Crossed Mortgage Loans
(including the Affected Loan(s)) set forth under the heading "Cut-Off Date LTV"
in Appendix II to the Final Prospectus Supplement and (y) the loan-to-value
ratio for all such Crossed Mortgage Loans (including the Affected Loans(s)), at
the time of repurchase or replacement. The determination of the Master Servicer
as to whether the conditions set forth above have been satisfied shall be
conclusive and binding in the absence of manifest error. The Master Servicer
will be entitled to cause to be delivered, or direct the Seller to (in which
case the Seller shall) cause to be delivered to the Master Servicer, an (i)
Appraisal of any or all of the related Mortgaged Properties for purposes of
determining whether the condition set forth in clause (2) above has been
satisfied, in each case at the expense of the Seller if the scope and cost of
the Appraisal is approved by the Seller (such approval not to be unreasonably
withheld) and (ii) an Opinion of Counsel that not requiring the repurchase of
such Crossed Mortgage Loan will not result in an Adverse REMIC Event..

            With respect to any Defective Mortgage Loan, to the extent that the
Seller is required to repurchase or substitute for such Defective Mortgage Loan
(each, a "Repurchased Loan") in the manner prescribed above while the Trustee
(as assignee of the Purchaser) continues to hold any Crossed Mortgage Loan, the
Seller and the Purchaser hereby agree to forebear from enforcing any remedies
against the other's Primary Collateral but may exercise remedies against the
Primary Collateral securing their respective Mortgage Loans, including with
respect to the Trustee, the Primary Collateral securing the Mortgage Loans still
held by the Trustee, so long as such exercise does not impair the ability of the
other party to exercise its remedies against its Primary Collateral. If the
exercise of remedies by one party would impair the ability of the other party to
exercise its remedies with respect to the Primary Collateral securing the
Mortgage Loan or Mortgage Loans held by such party, then both parties shall
forbear from exercising such remedies until the loan documents evidencing and
securing the relevant Mortgage Loans can be modified in a manner that complies
with the Pooling and Servicing Agreement to remove the threat of impairment as a
result of the exercise of remedies. Any reserve or other cash collateral or
letters of credit securing the Crossed Mortgage Loans shall be allocated between
such Mortgage Loans in accordance with the Mortgage Loan documents, or otherwise
on a pro rata basis based upon their outstanding Principal Balances. All other
terms of the Mortgage Loans shall remain in full force and effect, without any
modification thereof. The Mortgagors set forth on Schedule B hereto are intended
third-party beneficiaries of the provisions set forth in this paragraph and the
preceding paragraph. The provisions of this paragraph and the preceding
paragraph may not be modified with respect to any Mortgage Loan without the
related Mortgagor's consent.

            Upon occurrence (and after any applicable cure or grace period), any
of the following document defects shall be conclusively presumed materially and
adversely to affect the interests of Certificateholders in a Mortgage Loan and
be a Material Document Defect: (a) the absence from the Mortgage File of the
original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity and a copy of the Mortgage Note; (b) the absence
from the Mortgage File of the original signed Mortgage, unless there is included
in the Mortgage File (i) a certified copy of the Mortgage by the local authority
with which the Mortgage was recorded or (ii) a true and correct copy of the
Mortgage together with an Officer's Certificate of the Seller certifying that
said copy is a true and correct copy of the original Mortgage executed at the
closing of the Mortgage Loan; or (c) the absence from the Mortgage File of the
original Title Insurance Policy, an original binder, pro forma policy or an
actual title commitment or a copy thereof certified by the title company. If any
of the foregoing Material Document Defects is discovered by the Custodian (or
the Trustee if there is no Custodian), the Trustee (or as set forth in Section
2.3(a) of the Pooling and Servicing Agreement, the Master Servicer) will take
the steps described elsewhere in this Section, including the giving of notices
to the Rating Agencies and the parties hereto and making demand upon the Seller
for the cure of the Material Document Defect or repurchase or replacement of the
related Mortgage Loan.

            The Seller shall be notified promptly and in writing by (i) the
Trustee of any notice that it receives that an Option Holder intends to exercise
its Option to purchase the Mortgage Loan in accordance with and as described in
Section 9.36 of the Pooling and Servicing Agreement and (ii) the Special
Servicer of any offer that it receives to purchase the applicable REO Property,
each in connection with such liquidation. Upon the receipt of such notice by the
Seller, the Seller shall then have the right, subject to any repurchase
obligations under Section 2.3 of the Pooling and Servicing Agreement with
respect to such Mortgage Loan, to repurchase the related Mortgage Loan or REO
Property, as applicable, from the Trust at a purchase price equal to, in the
case of clause (i) of the immediately preceding sentence, the Option Purchase
Price or, in the case of clause (ii) of the immediately preceding sentence, the
amount of such offer. Notwithstanding anything to the contrary contained in this
Agreement or in the Pooling and Servicing Agreement, the right of any Option
Holder to purchase such Mortgage Loan shall be subject and subordinate to the
Seller's right to purchase such Mortgage Loan as described in the immediately
preceding sentence. The Seller shall have five (5) Business Days from the date
of its receipt of a notice described in the first sentence of this paragraph to
notify the Trustee or Special Servicer, as applicable, of its intent to so
purchase the Mortgage Loan or related REO Property from the date that it was
notified of such intention to exercise such Option or of such offer. The Special
Servicer shall be obligated to provide the Seller with any appraisal or other
third party reports relating to the Mortgaged Property within its possession to
enable the Seller to evaluate the Mortgage Loan or REO Property. Any sale of the
Mortgage Loan, or foreclosure upon such Mortgage Loan and sale of the REO
Property, to a Person other than the Seller shall be without (i) recourse of any
kind (either express or implied) by such Person against the Seller and (ii)
representation or warranty of any kind (either express or implied) by the Seller
to or for the benefit of such Person.

            The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim against
the Seller for repurchase of the REO Mortgage Loan or REO Property. In such an
event, the Master Servicer, or Special Servicer, as applicable, shall be
required to notify the Seller of the discovery of the Material Document Defect
or Material Breach and the Seller shall be required to follow the procedures set
forth in this Agreement to correct or cure such Material Document Defect or
Material Breach or purchase the REO Property at the Purchase Price. If the
Seller fails to correct or cure the Material Document Defect or Material Breach
or purchase the REO Property, then the provisions above regarding notice of
offers related to such REO Property and the Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the Seller is or was obligated to repurchase the related Mortgage Loan or
REO Mortgage Loan or the Seller otherwise accepts liability, then, after the
expiration of any applicable appeal period, but in no event later than the
termination of the Trust pursuant to Section 9.30 of the Pooling and Servicing
Agreement, the Seller will be obligated to pay to the Trust the difference
between any Liquidation Proceeds received upon such liquidation (including those
arising from any sale to the Seller) and the Purchase Price; provided that the
prevailing party in such action shall be entitled to recover all costs, fees and
expenses (including reasonable attorneys fees) related thereto.

            In connection with any liquidation or sale of a Mortgage Loan or REO
Property as described above, the Special Servicer will not receive a Liquidation
Fee in connection with such liquidation or sale or any portion of the Work-Out
Fee that accrues after the Seller receives notice of a Material Document Defect
or Material Breach until a final determination has been made, as set forth in
the prior paragraph, as to whether the Seller is or was obligated to repurchase
such related Mortgage Loan or REO Property. Upon such determination, the Special
Servicer will be entitled: (i) with respect to a determination that the Seller
is or was obligated to repurchase, to collect a Liquidation Fee, if due in
accordance with the definition thereof, based upon the full Purchase Price of
the related Mortgage Loan or REO property, including all related expenses up to
the date the remainder of such Purchase Price is actually paid, with such
Liquidation Fee, payable by the Seller or (ii) with respect to a determination
that Seller is not or was not obligated to repurchase (or the Trust decides that
it will no longer pursue a claim against the Seller for repurchase), (A) to
collect a Liquidation Fee based upon the Liquidation Proceeds as received upon
the actual sale or liquidation of such Mortgage Loan or REO Property, and (B) to
collect any accrued and unpaid Work-Out Fee, based on amounts that were
collected for as long as the related Mortgage Loan was a Rehabilitated Mortgage
Loan, in each case with such amount to be paid from amounts in the Certificate
Account.

            The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

            Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 43 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment by the Mortgagor of reasonable costs and expenses associated with the
defeasance or assumption of a Mortgage Loan by the Mortgagor, the Seller hereby
covenants and agrees to pay such reasonable costs and expenses, to the extent an
amount is due and not paid by the related Mortgagor. The parties hereto
acknowledge that the payment of such reasonable costs and expenses shall be the
Seller's sole obligation with respect to the breaches discussed in the previous
sentence. The Seller shall have no obligation to pay for any of the foregoing
costs if the applicable Mortgagor has an obligation to pay for such costs.

            The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the applicable Special Servicer, as
applicable, in connection with modifying a Mortgage Loan pursuant to Section 2.3
of the Pooling and Servicing Agreement in order for such Mortgage Loan to be a
"qualified substitute mortgage loan" within the meaning of the Treasury
Regulations promulgated under the Code. Upon a breach of the representation and
warranty set forth in paragraph 41 of Exhibit 2 attached hereto, if such
Mortgage Loan is modified so that it becomes a "qualified substitute mortgage
loan", such breach will be cured and the Seller will not be obligated to
repurchase or otherwise remedy such breach.

            (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the Master Servicer or the Special Servicer on its behalf) shall
give written notice within three Business Days to the Seller of its discovery of
any Material Document Defect or Material Breach and prompt written notice to the
Seller in the event that any Mortgage Loan becomes a Specially Serviced Mortgage
Loan (as defined in the Pooling and Servicing Agreement).

            (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan, and
each document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed and assigned to the Seller in the same
manner such that the Seller shall be vested with legal and beneficial title to
such Mortgage Loan, in each case without recourse, including any property
acquired in respect of such Mortgage Loan or proceeds of any insurance policies
with respect thereto.

            Section 6. Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Cadwalader, Wickersham & Taft, 100 Maiden Lane,
New York, NY 10038 at 9:00 a.m., New York time, on the Closing Date.

            The obligation of the Seller and the Purchaser to close shall be
subject to the satisfaction of each of the following conditions on or prior to
the Closing Date:

            (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date.

            (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

            (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

            (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Seller's Information (as
defined in the Indemnification Agreement) to be disclosed in the Memorandum and
the Prospectus Supplement.

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.

            (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

            (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement, and neither the Underwriters nor the Initial Purchaser shall have
suspended, delayed or otherwise cancelled the Closing Date.

            (i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

            Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

            Section 7. Closing Documents. The Closing Documents shall consist of
the following:

            (a) This Agreement duly executed by the Purchaser and the Seller.

            (b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

            (c) True, complete and correct copies of the Seller's articles of
organization and by-laws.

            (d) A certificate of existence for the Seller from the Office of
Thrift Supervision dated not earlier than 30 days prior to the Closing Date.

            (e) A certificate of the Vice President, Secretary or Assistant
Secretary of the Seller, dated the Closing Date, and upon which the Purchaser
may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement or any other document or
certificate delivered on or before the Closing Date in connection with the
transactions contemplated herein, was at the respective times of such signing
and delivery, and is as of the Closing Date, duly elected or appointed,
qualified and acting as such officer or representative, and the signatures of
such persons appearing on such documents and certificates are their genuine
signatures.

            (f) An opinion of counsel (which, other than as to the opinion
described in paragraph (g) below, may be in-house counsel) to the Seller, dated
the Closing Date, substantially in the form annexed hereto as Exhibit 6.

            (g) Such other opinions of counsel as any Rating Agency may request
in connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or the Seller's execution and delivery of, or performance under, this Agreement.

            (h) A letter from Deloitte & Touche, certified public accountants,
dated the date hereof, to the effect that they have performed certain specified
procedures as a result of which they determined that certain information of an
accounting, financial or statistical nature set forth in the Memorandum and the
Prospectus Supplement agrees with the records of the Seller.

            (i) Such further certificates, opinions and documents as the
Purchaser may reasonably request.

            (j) An officer's certificate of the Purchaser, dated as of the
Closing Date, with the resolutions of the Purchaser authorizing the transactions
described herein attached thereto, together with certified copies of the
charter, by-laws and certificate of good standing of the Purchaser dated not
earlier than 30 days prior to the Closing Date.

            (k) Such other certificates of the Purchaser's officers or others
and such other documents to evidence fulfillment of the conditions set forth in
this Agreement as the Seller or its counsel may reasonably request.

            (l) An executed Bill of Sale in the form attached hereto as Exhibit
4.

            Section 8. Costs. The Seller shall pay the Purchaser the costs and
expenses as agreed upon by the Seller and the Purchaser in a separate Letter of
Understanding dated December 1, 2002.

            Section 9. Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Dean
Witter Capital I Inc., 1585 Broadway, New York, New York 10036, Attention:
Cecilia Tarrant, with a copy to Michelle Wilke (or such other address as may
hereafter be furnished in writing by the Purchaser), or (ii) if to the Seller,
addressed to the Seller at NCB, FSB, 1725 Eye Street, N.W., Washington, D.C.
20006, Attention: Steven Brookner.

            Section 10. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

            Section 11. Further Assurances. The Seller and the Purchaser each
agree to execute and deliver such instruments and take such actions as the other
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement and the Pooling and Servicing
Agreement.

            Section 12. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.

            Section 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

            Section 14. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to effect the purposes
of the Pooling and Servicing Agreement and, upon such assignment, the Trustee
shall succeed to the rights and obligations hereunder of the Purchaser. No owner
of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.

            Section 15. Miscellaneous. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
rights and obligations of the Seller under this Agreement shall not be assigned
by the Seller without the prior written consent of the Purchaser, except that
any person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller is a party, or any person succeeding to the entire business of the Seller
shall be the successor to the Seller hereunder.

            Section 16. Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.


            IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.

                                       NCB, FSB



                                       By:____________________________________
                                          Name:
                                          Title:



                                       MORGAN STANLEY DEAN WITTER CAPITAL I INC.



                                       By:____________________________________
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE
<TABLE>
<CAPTION>

LOAN      MORTGAGE LOAN  LOAN          PROPERTY                                                                  ZIP     PROPERTY
POOL NO.  SELLER         NUMBER        NAME                                           CITY               STATE   CODE    TYPE
------------------------------------------------------------------------------------------------------------------------------------
<C>      <C>           <C>            <S>                                           <C>                  <C>    <C>    <C>
29        NCB, FSB       470024450     210-220-230 Owners Corp.                       New Rochelle        NY     10805  Cooperative
30        NCB, FSB       470023110     Fontaine Owners Corp.                          New York            NY     10021  Cooperative
42        NCB,FSB        479000610     6201 West, LTD (Oakwood Villas)                Houston             TX     77035  Multifamily
44        NCB,FSB        479000350     Harbor Park at Market Place                    Baltimore           MD     21202  Mixed Use
48        NCB,FSB        470024700     69 West 9 Owners Corp.                         New York            NY     10011  Cooperative
49        NCB,FSB        470023990     2575 Owners Corp.                              Riverdale           NY     10463  Cooperative
52        NCB,FSB        470024460     50 Riverside Tenants Corp.                     New York            NY     10024  Cooperative
53        NCB,FSB        479000580     Vallarta Supermarkets                          North Hills         CA     91342  Retail
55        NCB,FSB        470024080     Rutherford Tenants Corp.                       New York            NY     10003  Cooperative
60        NCB,FSB        470024250     High Meadow Cooperative, No. 1, Inc.           Ossining            NY     10562  Cooperative
67        NCB,FSB        479000520     Summer Realty Co.                              Stamford            CT     06905  Office
74        NCB,FSB        470023770     49 West 72 Owners Corp.                        New York            NY     10023  Cooperative
94        NCB,FSB        470023460     20 Plaza Housing Corp.                         Brooklyn            NY     11238  Cooperative
103       NCB,FSB        470023230     470 West End Corp.                             New York            NY     10024  Cooperative
107       NCB,FSB        470024100     Alexandria House Incorporated                  New York            NY     10025  Cooperative
108       NCB,FSB        470023060     50 North Broadway Owners, Inc.                 White Plains        NY     10603  Cooperative
112       NCB,FSB        470013340     Sheepshead Terrace Cooperative Apartments,Inc. Brooklyn            NY     11235  Cooperative
115       NCB,FSB        479000600     Georgetown Apartments                          Washington          DC     20007  Multifamily
130       NCB,FSB        470022660     Tudor Woods, Inc.                              Yonkers             NY     10703  Cooperative
133       NCB,FSB        479000640     Glen Burnie Town Center                        Glen Burnie         MD     21061  Retail
135       NCB,FSB        479000560     82 Cantiague, LLC                              Westbury            NY     11590  Industrial
165       NCB,FSB        470021690     Oxford House Owners Corp.                      Riverdale           NY     10463  Cooperative
174       NCB,FSB        470022240     Park and 76th St. Inc.                         New York            NY     10021  Cooperative
179       NCB,FSB        470022710     40-18 Hampton Street Owners Corp.              Elmhurst            NY     11373  Cooperative
198       NCB,FSB        470022510     311-313 West 82nd St. Owners Corp.             New York            NY     10024  Cooperative
199       NCB,FSB        470022840     855 West End Owners Corp.                      New York            NY     10025  Cooperative
219       NCB,FSB        470023000     1901 Wyoming Avenue Cooperative Association    Washington          DC     20009  Cooperative
246       NCB,FSB        470023550     86 Second Place Housing Corp.                  Brooklyn            NY     11231  Cooperative

<CAPTION>

PROPERTY                      ORIGINAL       CUT-OFF DATE       MASTER    MASTER SERVICING  PRIMARY    SUB-SERVICING  PRIMARY EXCESS
SUB-TYPE                      BALANCE        BALANCE            FEE        EXCESS FEE        FEE       FEE            SERVICING
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>            <C>                <C>            <C>           <C>         <C>              <C>
Mid Rise                     $7,500,000     $7,500,000           2              6             0           0                0
High Rise                    $7,000,000     $6,984,002           2              6             0           0                0
Multifamily                  $5,300,000     $5,290,799           2              6             0           0                0
Mixed Use                    $5,100,000     $5,060,808           2              6             0           0                0
High Rise                    $4,000,000     $4,000,000           2              6             0           0                0
High Rise                    $4,000,000     $3,988,987           2              6             0           0                0
High Rise                    $3,800,000     $3,788,399           2              6             0           0                0
Anchored                     $3,800,000     $3,781,786           2              6             0           0                0
High Rise                    $3,600,000     $3,594,579           2              6             0           0                0
Garden                       $3,425,000     $3,415,768           2              6             0           0                0
Urban                        $3,000,000     $2,978,987           2              6             0           0                0
High Rise                    $2,800,000     $2,795,350           2              6             0           0                0
Mid Rise                     $2,300,000     $2,300,000           2              6             0           0                0
High Rise                    $2,150,000     $2,150,000           2              6             0           0                0
High Rise                    $2,100,000     $2,092,300           2              6             0           0                0
Mid Rise                     $2,100,000     $2,091,411           2              6             0           0                0
Mid Rise                     $2,000,000     $1,994,617           2              6             0           0                0
Multifamily                  $1,937,500     $1,935,662           2              6             0           0                0
Mid Rise                     $1,725,000     $1,720,554           2              6             0           0                0
Unanchored                   $1,650,000     $1,647,865           2              6             0           0                0
Warehouse                    $1,635,000     $1,626,597           2              6             0           0                0
Mid Rise                     $1,300,000     $1,297,262           2              6             0           0                0
High Rise                    $1,250,000     $1,250,000           2              6             0           0                0
Mid Rise                     $1,200,000     $1,198,172           2              6             0           0                0
Low Rise                     $1,000,000       $997,816           2              6             0           0                0
High Rise                    $1,000,000       $995,012           2              6             0           0                0
Mid Rise                       $776,400       $769,337           2              6             0           0                0
Low Rise                       $190,000       $189,402           2              6             0           0                0

TOTALS/WEIGHTED AVERAGES:   $77,638,900    $77,435,470
</TABLE>



<PAGE>

                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

            1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule is complete, true and correct in all material respects as of the
date of this Agreement and as of the Cut-Off Date.

            2. Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a
whole loan and not a participation interest in a mortgage loan. Immediately
prior to the transfer to the Purchaser of the Mortgage Loans, the Seller had
good title to, and was the sole owner of, each Mortgage Loan. The Seller has
full right, power and authority to transfer and assign each of the Mortgage
Loans to or at the direction of the Purchaser and has validly and effectively
conveyed (or caused to be conveyed) to the Purchaser or its designee all of the
Seller's legal and beneficial interest in and to the Mortgage Loans free and
clear of any and all pledges, liens, charges, security interests and/or other
encumbrances. The sale of the Mortgage Loans to the Purchaser or its designee
does not require the Seller to obtain any governmental or regulatory approval or
consent that has not been obtained. . None of the Mortgage Loan documents
restrict the Seller's right to transfer the Mortgage Loan to the Purchaser or to
the Trustee.

            3. Payment Record. No scheduled payment of principal and interest
under any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and
no Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.

            4. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the marketability or current use or operation of the Mortgaged
Property or the current ability of the Mortgaged Property to generate operating
income sufficient to service the Mortgage Loan debt and (e) if such Mortgage
Loan is cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan (the foregoing items (a) through (e) being
herein referred to as the "Permitted Encumbrances"). The related assignment of
such Mortgage executed and delivered in favor of the Trustee is in recordable
form and constitutes a legal, valid and binding assignment, sufficient to convey
to the assignee named therein all of the assignor's right, title and interest
in, to and under such Mortgage. Such Mortgage, together with any separate
security agreements, chattel mortgages or equivalent instruments, establishes
and creates a valid and, subject to the exceptions set forth in paragraph 13
below, enforceable security interest in favor of the holder thereof in all of
the related Mortgagor's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel or an assisted living facility, the Mortgagor's personal
property includes all personal property that a prudent mortgage lender making a
similar Mortgage Loan would deem reasonably necessary to operate the related
Mortgaged Property as it is currently being operated. A Uniform Commercial Code
financing statement has been filed and/or recorded in all places necessary to
perfect a valid security interest in such personal property, to the extent a
security interest may be so created therein, and such security interest is a
first priority security interest, subject to any prior purchase money security
interest in such personal property and any personal property leases applicable
to such personal property. Notwithstanding the foregoing, no representation is
made as to the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or actions other
than the filing of Uniform Commercial Code financing statements are required in
order to effect such perfection.

            5. Assignment of Leases and Rents. The Assignment of Leases related
to and delivered in connection with each Mortgage Loan establishes and creates a
valid, subsisting and, subject to the exceptions set forth in paragraph 13
below, enforceable first priority lien and first priority security interest in
the related Mortgagor's interest in all leases, sub-leases, licenses or other
agreements pursuant to which any person is entitled to occupy, use or possess
all or any portion of the real property subject to the related Mortgage, and
each assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases.

            6. Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or subordinated in whole or in part, and the
related Mortgaged Property has not been released from the lien of such Mortgage,
in whole or in part (except for partial reconveyances of real property that are
set forth on Schedule A to Exhibit 2), nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission or
release, in any manner that, in each case, materially adversely affects the
value of the related Mortgaged Property. None of the terms of any Mortgage Note,
Mortgage or Assignment of Leases has been impaired, waived, altered or modified
in any respect, except by written instruments, all of which are included in the
related Mortgage File and none of the Mortgage Loans has been materially
modified since October 7, 2002.

            7. Condition of Property; Condemnation. With respect to the
Mortgaged Properties securing the Mortgage Loans that were the subject of an
engineering report after the first day of the month that is 18 months prior to
the Closing Date as set forth on Schedule A to this Exhibit 2, other than as
disclosed in such engineering report, each Mortgaged Property is, to the
Seller's knowledge, free and clear of any damage (or adequate reserves therefor
have been established based on the engineering report) that would materially and
adversely affect its value as security for the related Mortgage Loan, and (ii)
with respect to the Mortgaged Properties securing the Mortgage Loans that were
not the subject of an engineering report after the first day of the month that
is 18 months prior to the Closing Date as set forth on Schedule A to this
Exhibit 2, each Mortgaged Property is in good repair and condition and all
building systems contained therein are in good working order (or adequate
reserves therefor have been established) and each Mortgaged Property is free of
structural defects, in each case, that would materially and adversely affect its
value as security for the related Mortgage Loan as of the date hereof. The
Seller has received no notice of the commencement of any proceeding for the
condemnation of all or any material portion of any Mortgaged Property. To the
Seller's knowledge (based on surveys and/or title insurance obtained in
connection with the origination of the Mortgage Loans), as of the date of the
origination of each Mortgage Loan, all of the material improvements on the
related Mortgaged Property that were considered in determining the appraised
value of the Mortgaged Property lay wholly within the boundaries and building
restriction lines of such property, except for encroachments that are insured
against by the lender's title insurance policy referred to herein or that do not
materially and adversely affect the value or marketability of such Mortgaged
Property, and no improvements on adjoining properties materially encroached upon
such Mortgaged Property so as to materially and adversely affect the value or
marketability of such Mortgaged Property, except those encroachments that are
insured against by the Title Policy referred to herein.

            8. Title Insurance. Each Mortgaged Property is covered by an
American Land Title Association (or an equivalent form of) lender's title
insurance policy, a pro forma policy or a marked-up title insurance commitment
(on which the required premium has been paid) which evidences such title
insurance policy (the "Title Policy") in the original principal amount of the
related Mortgage Loan after all advances of principal. Each Title Policy insures
that the related Mortgage is a valid first priority lien on such Mortgaged
Property, subject only to Permitted Encumbrances. Each Title Policy (or, if it
has yet to be issued, the coverage to be provided thereby) is in full force and
effect, all premiums thereon have been paid and no material claims have been
made thereunder and no claims have been paid thereunder. No holder of the
related Mortgage has done, by act or omission, anything that would materially
impair the coverage under such Title Policy. Immediately following the transfer
and assignment of the related Mortgage Loan to the Trustee, such Title Policy
(or, if it has yet to be issued, the coverage to be provided thereby) will inure
to the benefit of the Trustee without the consent of or notice to the insurer.
To the Seller's knowledge, the insurer issuing such Title Policy is qualified to
do business in the jurisdiction in which the related Mortgaged Property is
located.

            9. No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement that must be satisfied as a condition to
disbursements of any funds escrowed for such purpose have been complied with on
or before the Closing Date, or any such funds so escrowed have not been
released.

            10. Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary and
enforceable provisions (subject to the exceptions set forth in paragraph 13)
such as to render the rights and remedies of the holder thereof adequate for the
practical realization against the related Mortgaged Property of the principal
benefits of the security intended to be provided thereby.

            11. Trustee under Deed of Trust. If any Mortgage is a deed of trust,
(1) a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.

            12. Environmental Conditions.

            (i) With respect to the Mortgaged Properties securing the Mortgage
Loans that were the subject of an environmental site assessment including,
without limitation, a transaction screen, meeting ASTM Standards after the first
day of the month that is 18 months prior to the Closing Date as set forth on
Schedule A to this Exhibit 2, an environmental site assessment, or an update of
a previous such report, was performed with respect to each Mortgaged Property in
connection with the origination or the acquisition of the related Mortgage Loan,
a report of each such assessment (or the most recent assessment with respect to
each Mortgaged Property) (an "Environmental Report") has been delivered to the
Purchaser, and the Seller has no knowledge of any material and adverse
environmental condition or circumstance affecting any Mortgaged Property that
was not disclosed in such report. Each Mortgage requires the related Mortgagor
to comply with all applicable federal, state and local environmental laws and
regulations. Where such assessment disclosed the existence of a material and
adverse environmental condition or circumstance affecting any Mortgaged
Property, (i) a party not related to the Mortgagor was identified as the
responsible party for such condition or circumstance or (ii) environmental
insurance covering such condition was obtained or must be maintained until the
condition is remediated or (iii) the related Mortgagor was required either to
provide additional security that was deemed to be sufficient by the originator
in light of the circumstances and/or to establish an operations and maintenance
plan.

            (ii) With respect to the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an environmental site assessment including,
without limitation, a transaction screen, meeting ASTM Standards after the first
day of the month that is 18 months prior to the Closing Date as set forth on
Schedule A to this Exhibit 2, (i) no Hazardous Material is present on such
Mortgaged Property such that (1) the value, use or operation of such Mortgaged
Property is materially and adversely affected or (2) under applicable federal,
state or local law, (a) such Hazardous Material could be required to be
eliminated at a cost materially and adversely affecting the value of the
Mortgaged Property before such Mortgaged Property could be altered, renovated,
demolished or transferred or (b) the presence of such Hazardous Material could
(upon action by the appropriate governmental authorities) subject the owner of
such Mortgaged Property, or the holders of a security interest therein, to
liability for the cost of eliminating such Hazardous Material or the hazard
created thereby at a cost materially and adversely affecting the value of the
Mortgaged Property, and (ii) such Mortgaged Property is in material compliance
with all applicable federal, state and local laws pertaining to Hazardous
Materials or environmental hazards, any noncompliance with such laws does not
have a material adverse effect on the value of such Mortgaged Property and
neither Seller nor, to Seller's knowledge, the related Mortgagor or any current
tenant thereon, has received any notice of violation or potential violation of
any such law.

      "Hazardous Materials" means gasoline, petroleum products, explosives,
      radioactive materials, polychlorinated biphenyls or related or similar
      materials, and any other substance, material or waste as may be defined as
      a hazardous or toxic substance by any federal, state or local
      environmental law, ordinance, rule, regulation or order, including without
      limitation, the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980, as amended (42 U.S.C.ss.ss.9601 et seq.), the
      Hazardous Materials Transportation Act as amended (42 U.S.C.ss.ss.6901 et
      seq.), the Resource Conservation and Recover Act as amended (42
      U.S.C.ss.ss.6901 et seq.), the Federal Water Pollution Control Act as
      amended (33 U.S.C.ss.ss.1251 et seq.), the Clean Air Act as amended (42
      U.S.C.ss.ss.1251 et seq.) and any regulations promulgated pursuant
      thereto.

Each Mortgage requires the related Mortgagor to comply in all material respects
with all applicable federal, state and local environmental laws and regulations.

            13. Loan Document Status. Each Mortgage Note, Mortgage and other
agreement that evidences or secures such Mortgage Loan and was executed by or on
behalf of the related Mortgagor is the legal, valid and binding obligation of
the maker thereof (subject to any non-recourse provisions contained in any of
the foregoing agreements and any applicable state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally, and by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law) and there is
no valid defense, counterclaim or right of offset or rescission available to the
related Mortgagor with respect to such Mortgage Note, Mortgage or other
agreement.

            14. Insurance. Each Mortgaged Property is, and is required pursuant
to the related Mortgage to be, insured by (a) a fire and extended perils
insurance policy providing coverage against loss or damage sustained by reason
of fire, lightning, windstorm, hail, explosion, riot, riot attending a strike,
civil commotion, aircraft, vehicles and smoke, and, to the extent required as of
the date of origination by the originator of such Mortgage Loan consistent with
its normal commercial mortgage lending practices, against other risks insured
against with respect to similarly situated properties in the locality of the
Mortgaged Property (so-called "All Risk" coverage) in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements located at the Mortgaged Property, and
contains no provisions for a deduction for depreciation, and not less than the
amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property; (b) a business interruption or rental loss
insurance policy, in an amount at least equal to six months of operations of the
Mortgaged Property; (c) a flood insurance policy (if any portion of buildings or
other structures on the Mortgaged Property are located in an area identified by
the Federal Emergency Management Agency as having special flood hazards and the
Federal Emergency Management Agency requires flood insurance to be maintained);
and (d) a comprehensive general liability insurance policy in amounts as are
generally required by commercial mortgage lenders for properties of similar
types, and in any event not less than $1 million per occurrence. Such insurance
policy contains a standard mortgagee clause that names the mortgagee as an
additional insured in the case of liability insurance policies and as a loss
payee in the case of property insurance policies and requires prior notice to
the holder of the Mortgage of termination or cancellation. No such notice has
been received, including any notice of nonpayment of premiums, that has not been
cured. Each Mortgage obligates the related Mortgagor to maintain all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from such Mortgagor. Each Mortgage provides that
casualty insurance proceeds will be applied (a) to the restoration or repair of
the related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Mortgagor, or (c) to the reduction of the principal
amount of the Mortgage Loan. For each Mortgaged Property located in a Zone 3 or
Zone 4 seismic zone, either: (i) a seismic report which indicated a PML of less
than 20% was prepared, based on a 450 or 475-year lookback with a 10%
probability of exceedance in a 50-year period, at origination for such Mortgaged
Property or (ii) the improvements for the Mortgaged Property are insured against
earthquake damage.

            15. Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the
related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered delinquent or unpaid
until the date on which interest or penalties would be first payable thereon.

            16. Mortgagor Bankruptcy. No Mortgagor is, to the Seller's
knowledge, a debtor in any state or federal bankruptcy or insolvency proceeding.

            17. Leasehold Estate. Each Mortgaged Property consists of a fee
simple estate in real estate or, if the related Mortgage Loan is secured in
whole or in part by the interest of a Mortgagor as a lessee under a ground lease
of a Mortgaged Property (a "Ground Lease"), by the related Mortgagor's interest
in the Ground Lease but not by the related fee interest in such Mortgaged
Property (the "Fee Interest"), and as to such Ground Leases:

                  (i) Such Ground Lease or a memorandum thereof has been or will
      be duly recorded; such Ground Lease (or the related estoppel letter or
      lender protection agreement between the Seller and related lessor) does
      not prohibit the current use of the Mortgaged Property and does not
      prohibit the interest of the lessee thereunder to be encumbered by the
      related Mortgage; and there has been no material change in the payment
      terms of such Ground Lease since the origination of the related Mortgage
      Loan, with the exception of material changes reflected in written
      instruments that are a part of the related Mortgage File;

                  (ii) The lessee's interest in such Ground Lease is not subject
      to any liens or encumbrances superior to, or of equal priority with, the
      related Mortgage, other than Permitted Encumbrances;

                  (iii) The Mortgagor's interest in such Ground Lease is
      assignable to the Purchaser and the Trustee as its assignee upon notice
      to, but without the consent of, the lessor thereunder (or, if such consent
      is required, it has been obtained prior to the Closing Date) and, in the
      event that it is so assigned, is further assignable by the Purchaser and
      its successors and assigns upon notice to, but without the need to obtain
      the consent of, such lessor or if such lessor's consent is required it
      cannot be unreasonably withheld;

                  (iv) Such Ground Lease is in full force and effect, and the
      Ground Lease provides that no material amendment to such Ground Lease is
      binding on a mortgagee unless the mortgagee has consented thereto, and the
      Seller has received no notice that an event of default has occurred
      thereunder, and, to the Seller's knowledge, there exists no condition
      that, but for the passage of time or the giving of notice, or both, would
      result in an event of default under the terms of such Ground Lease;

                  (v) Such Ground Lease, or an estoppel letter or other
      agreement, (A) requires the lessor under such Ground Lease to give notice
      of any default by the lessee to the holder of the Mortgage; and (B)
      provides that no notice of termination given under such Ground Lease is
      effective against the holder of the Mortgage unless a copy of such notice
      has been delivered to such holder and the lessor has offered or is
      required to enter into a new lease with such holder on terms that do not
      materially vary from the economic terms of the Ground Lease.

                  (vi) A mortgagee is permitted a reasonable opportunity
      (including, where necessary, sufficient time to gain possession of the
      interest of the lessee under such Ground Lease) to cure any default under
      such Ground Lease, which is curable after the receipt of notice of any
      such default, before the lessor thereunder may terminate such Ground
      Lease;

                  (vii) Such Ground Lease has an original term (including any
      extension options set forth therein) which extends not less than twenty
      years beyond the Stated Maturity Date of the related Mortgage Loan;

                  (viii) Under the terms of such Ground Lease and the related
      Mortgage, taken together, any related insurance proceeds or condemnation
      award awarded to the holder of the ground lease interest will be applied
      either (A) to the repair or restoration of all or part of the related
      Mortgaged Property, with the mortgagee or a trustee appointed by the
      related Mortgage having the right to hold and disburse such proceeds as
      the repair or restoration progresses (except in such cases where a
      provision entitling a third party to hold and disburse such proceeds would
      not be viewed as commercially unreasonable by a prudent commercial
      mortgage lender), or (B) to the payment of the outstanding principal
      balance of the Mortgage Loan together with any accrued interest thereon;
      and

                  (ix) Such Ground Lease does not impose any restrictions on
      subletting which would be viewed as commercially unreasonable by prudent
      commercial mortgage lenders lending on a similar Mortgaged Property in the
      lending area where the Mortgaged Property is located; and such Ground
      Lease contains a covenant that the lessor thereunder is not permitted, in
      the absence of an uncured default, to disturb the possession, interest or
      quiet enjoyment of the lessee thereunder for any reason, or in any manner,
      which would materially adversely affect the security provided by the
      related Mortgage.

                  (x) Such Ground Lease requires the Lessor to enter into a new
      lease upon termination of such Ground Lease if the Ground Lease is
      rejected in a bankruptcy proceeding.

            18. Escrow Deposits. All escrow deposits and payments relating to
each Mortgage Loan that are, as of the Closing Date, required to be deposited or
paid have been so deposited or paid.

            19. LTV Ratio. The gross proceeds of each Mortgage Loan to the
related Mortgagor at origination did not exceed the non-contingent principal
amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an
interest in real property having a fair market value (i) at the date the
Mortgage Loan was originated, at least equal to 80 percent of the original
principal balance of the Mortgage Loan or (ii) at the Closing Date, at least
equal to 80 percent of the principal balance of the Mortgage Loan on such date;
provided that for purposes hereof, the fair market value of the real property
interest must first be reduced by (x) the amount of any lien on the real
property interest that is senior to the Mortgage Loan and (y) a proportionate
amount of any lien that is in parity with the Mortgage Loan (unless such other
lien secures a Mortgage Loan that is cross-collateralized with such Mortgage
Loan, in which event the computation described in clauses (a)(i) and (a)(ii) of
this paragraph 19 shall be made on a pro rata basis in accordance with the fair
market values of the Mortgaged Properties securing such cross-collateralized
Mortgage Loans); or (b) substantially all the proceeds of such Mortgage Loan
were used to acquire, improve or protect the real property that served as the
only security for such Mortgage Loan (other than a recourse feature or other
third party credit enhancement within the meaning of Treasury Regulations
Section 1.860G-2(a)(1)(ii)).

            20. Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

            21. Advancement of Funds by the Seller. No holder of a Mortgage
Loan has advanced funds or induced, solicited or knowingly received any advance
of funds from a party other than the owner of the related Mortgaged Property,
directly or indirectly, for the payment of any amount required by such Mortgage
Loan.

            22. No Mechanics' Liens. Each Mortgaged Property is free and clear
of any and all mechanics' and materialmen's liens that are prior or equal to the
lien of the related Mortgage, except, in each case, for liens insured against by
the Title Policy referred to herein, and no rights are outstanding that under
law could give rise to any such lien that would be prior or equal to the lien of
the related Mortgage except, in each case, for liens insured against by the
Title Policy referred to herein.

            23. Compliance with Usury Laws. Each Mortgage Loan complied with
(or is exempt from) all applicable usury laws in effect at its date of
origination.

            24. Cross-collateralization. No Mortgage Loan is
cross-collateralized or cross-defaulted with any loan other than one or more
other Mortgage Loans.

            25. Releases of Mortgaged Property. Except as described in the
next sentence, no Mortgage Note or Mortgage requires the mortgagee to release
all or any material portion of the related Mortgaged Property that was included
in the appraisal for such Mortgaged Property, and/or generates income from the
lien of the related Mortgage except upon payment in full of all amounts due
under the related Mortgage Loan or in connection with the defeasance provisions
of the related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule A hereto require the mortgagee to grant releases of
portions of the related Mortgaged Properties upon (a) the satisfaction of
certain legal and underwriting requirements and/or (b) the payment of a release
price and prepayment consideration in connection therewith, in the case of both
(a) and (b), consistent with the Seller's normal lending practices. Except as
described in the first sentence hereof and for those Mortgage Loans identified
on Schedule A, no Mortgage Loan permits the full or partial release or
substitution of collateral unless the mortgagee or servicer can require the
Mortgagor to provide an opinion of tax counsel to the effect that such release
or substitution of collateral (a) would not constitute a "significant
modification" of such Mortgage Loan within the meaning of Treas. Reg.
ss.1.1001-3 and (b) would not cause such Mortgage Loan to fail to be a
"qualified mortgage" within the meaning of Section 860G(a)(3)(A) of the Code.
The loan documents require the Mortgagor to bear the cost of such opinion.

            26. No Equity Participation or Contingent Interest. No Mortgage
Loan contains any equity participation by the lender or provides for negative
amortization (except that the ARD Loan may provide for the accrual of interest
at an increased rate after the Anticipated Repayment Date) or for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property.

            27. No Material Default. To the Seller's knowledge, there exists
no material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller in any of paragraphs 3, 7, 12,
14, 15, 16 and 17 of this Exhibit 2.

            28. Inspections. The Seller (or if the Seller is not the
originator, the originator of the Mortgage Loan) has inspected or caused to be
inspected each Mortgaged Property in connection with the origination of the
related Mortgage Loan.

            29. Local Law Compliance. Based on due diligence considered
reasonable by prudent commercial mortgage lenders in the lending area where the
Mortgaged Property is located, the improvements located on or forming part of
each Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.

            30. Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien junior to the lien of the related Mortgage.

            31. Actions Concerning Mortgage Loans. To the knowledge of the
Seller, there are no actions, suits or proceedings before any court,
administrative agency or arbitrator concerning any Mortgage Loan, Mortgagor or
related Mortgaged Property that might adversely affect title to the Mortgaged
Property or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.

            32. Servicing. The servicing and collection practices used by the
Seller or any prior holder or servicer of each Mortgage Loan have been in all
material respects legal, proper and prudent and have met customary industry
standards.

            33. Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan or as of the date of
the sale of the related Mortgage Loan by the Seller hereunder, the related
Mortgagor was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated.

            34. Collateral in Trust. The Mortgage Note for each Mortgage Loan
is not secured by a pledge of any collateral that has not been assigned to the
Purchaser.

            35. Due on Sale. Each Mortgage Loan contains a "due on sale" clause,
which provides for the acceleration of the payment of the unpaid principal
balance of the Mortgage Loan if, without prior written consent of the holder of
the Mortgage, the property subject to the Mortgage or any material portion
thereof, or a controlling interest in the related Mortgagor, is transferred,
sold or encumbered by a junior mortgage or deed of trust; provided, however,
that certain Mortgage Loans provide a mechanism for the assumption of the loan
by a third party upon the Mortgagor's satisfaction of certain conditions
precedent, and upon payment of a transfer fee, if any, or transfer of interests
in the Mortgagor or constituent entities of the Mortgagor to a third party or
parties related to the Mortgagor upon the Mortgagor's satisfaction of certain
conditions precedent.

            36. Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Mortgagor, provided that at least one natural person
(and the Mortgagor if the Mortgagor is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.

            37. Reserved.

            38. REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage"
as such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages). Each Mortgaged Property will qualify as
foreclosure property within the meaning of Section 856(e) of the Code if
obtained by foreclosure or deed in lieu of foreclosure.

            39. Reserved.

            40. Prepayment Premiums. As of the applicable date of origination of
each such Mortgage Loan, any prepayment premiums and yield maintenance charges
payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted customary prepayment premiums and yield maintenance
charges for commercial mortgage loans of the Seller.

            41. Loan Provisions. No Mortgage Loan contains a provision that by
its terms would automatically or at the unilateral option of the Mortgagor cause
such Mortgage Loan not be a "qualified mortgage" as such term is defined in
Section 860G(a)(3) of the Code.

            42. Single Purpose Entity. The Mortgagor on each Mortgage Loan with
a Cut-Off Date Principal Balance in excess of $10 million, was, as of the
origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a
"Single Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one or more of the
Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging
in any business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any assets other than those related to its interest in, and operation of,
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person (other than a Mortgagor for a Mortgage Loan that is
cross-collateralized and cross-defaulted with the related Mortgage Loan), and
that it holds itself out as a legal entity, separate and apart from any other
person.

            43. Defeasance and Assumption Costs. The related Mortgage Loan
Documents provide that the related borrower is responsible for the payment of
all reasonable costs and expenses of the Lender incurred in connection with (i)
the defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and (ii) the approval of an assumption of such Mortgage Loan.

            44. Defeasance. No Mortgage Loan provides that it can be defeased
until a date that is more than two years after the Closing Date or provides that
it can be defeased with any property other than government securities (as
defined in Section 2(a)(16) of the Investment Company Act of 1940, as amended)
or any direct non-callable security issued or guaranteed as to principal or
interest by the United States.

            45. Terrorism Insurance Summary. The information set forth on
Schedule C hereto was true and correct in all material respects as of November
25, 2002.

<PAGE>

                                   Schedule A

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
                       REGARDING INDIVIDUAL MORTGAGE LOANS
                                (NCB - 2002-IQ3)

--------------------------------------------------------------------------------
REP NO.   MORTGAGE LOAN NO.          EXPLANATION
--------------------------------------------------------------------------------

  17(x)   Loan Nos. 44, 112          The Ground Leases for the foregoing
                                     Mortgage Loans require the Lessor to
                                     enter into a new ground lease with the
                                     holder of the Mortgage on terms that do
                                     not materially vary from the economic
                                     terms of the Ground Lease in the event
                                     such Ground Lease is terminated by
                                     reason of a default thereunder, but do
                                     not specifically require the Lessor to
                                     enter into a new lease upon termination
                                     of such Ground Lease if the Ground Lease
                                     is rejected in a bankruptcy proceeding.
--------------------------------------------------------------------------------
   30     Loan Nos. 48, 49, 55, 60,  The foregoing Mortgaged Properties are
          74, 94, 103, 107, 108,     encumbered by liens junior to the
          112, 130, 165, 174, 199,   related Mortgage, in amounts more
          219.                       particularly described  on the Mortgage
                                     Loan Schedule in the column entitled
                                     "Current Additional Financing In Place."
--------------------------------------------------------------------------------
   35     All Mortgage Loans         All of the Mortgage Loans secured by
          secured by residential     residential cooperatives permit, without
          cooperatives.              the prior written consent of the holder
                                     of the related Mortgage, transfers of stock
                                     of the related Mortgagor in connection with
                                     the assignment of a proprietary lease for
                                     an apartment unit by a tenant-shareholder
                                     of the related Mortgagor to other persons
                                     who by virtue of such transfers become
                                     tenant-shareholders in the related
                                     Mortgagor.
--------------------------------------------------------------------------------
   36     All Mortgage Loans         All of the Mortgage Loans secured by
          secured by residential     residential cooperatives are fully
          cooperatives.              recourse to the related Mortgagors.
--------------------------------------------------------------------------------

<PAGE>

                                   Schedule B

    List of Mortgagors that are Third-Party Beneficiaries Under Section 5(b)



                                      None

<PAGE>

                                   Schedule C

                      (Terrorism Insurance Summary Report)

          As required by representation number 46 (Terrorism Insurance
   Summary Report), the following is a summary of the Terrorism Insurance with
                         respect to the Mortgage Loans:


2002-IQ3

TERRORISM INSURANCE

AS OF 12/9/02

<TABLE>
<CAPTION>

                                                                                              Original        Cut-off
Loan                 Internal                                                                Principal          Date
Tab No.   Seller      Loan ID       Property Name    Property Address     Borrower Name       Balance         Balance
-------   ------      -------       -------------    ----------------     -------------       -------         -------
<S>       <C>         <C>         <C>                <C>               <C>                   <C>              <C>

                                                                       1901 Wyoming
                                 1901 Wyoming Avenue                   Avenue
                                 Cooperative         1901 Wyoming      Cooperative
         NCB,FSB   470023000     Association         Avenue, N.W.      Association               $776,400         $769,337

                                 20 Plaza Housing    20 Plaza Street   20 Plaza Housing
         NCB,FSB   470023460     Corp.               East              Corp.                   $2,300,000       $2,300,000

                                                     2575 Palisades
         NCB,FSB   470023990     2575 Owners Corp.   Ave.              2575 Owners Corp.       $4,000,000       $3,988,987

                                 311-313 West 82nd
                                 St.                 311-313 West      311-313 West 82nd
         NCB,FSB   470022510     Owners Corp.        82nd Street       St. Owners Corp.        $1,000,000         $997,816

                                 40-18 Hampton
                                 Street              40-18 Hampton     40-18 Hampton
         NCB,FSB   470022710     Owners Corp.        Street            Street Owners Corp.     $1,200,000       $1,198,172

                                                     470 West End
         NCB,FSB   470023230     470 West End Corp.  Avenue            470 West End Corp.      $2,150,000       $2,150,000

                                 49 West 72 Owners   49 West 72nd      49 West 72 Owners
         NCB,FSB   470023770     Corp.               Street            Corp.                   $2,800,000       $2,795,350

                                 50 North Broadway                     50 North Broadway
         NCB,FSB   470023060     Owners, Inc.        50 North Broadway Owners, Inc.            $2,100,000       $2,091,411

                                 50 Riverside        50 Riverside      50 Riverside
         NCB,FSB   470024460     Tenants Corp.       Drive             Tenants Corp.           $3,800,000       $3,788,399

                                 69 West 9 Owners    69 West 9th       69 West 9 Owners
         NCB,FSB   470024700     Corp.               Street            Corp.                   $4,000,000       $4,000,000

                                 855 West End        855 West End      855 West End
         NCB,FSB   470022840     Owners Corp.        Avenue            Owners Corp.            $1,000,000         $995,012

                                 86 Second Place                       86 Second Place
         NCB,FSB   470023550     Housing Corp.       86 Second Place   Housing Corp.             $190,000         $189,402

                                 Alexandria House    250 West 103rd    Alexandria House
         NCB,FSB   470024100     Incorporated        Street            Incorporated            $2,100,000       $2,092,300

                                 High Meadow                           High Meadow
                                 Cooperative, No.    119 Charter       Cooperative, No.
         NCB,FSB   470024250     1, Inc.             Circle            1, Inc.                 $3,425,000       $3,415,768

                                 Oxford House        3656 Johnson      Oxford House
         NCB,FSB   470021690     Owners Corp.        Avenue            Owners Corp.            $1,300,000       $1,297,262

                                 Park and 76th St.   830-840 Park      Park and 76th St.
         NCB,FSB   470022240     Inc.                Avenue            Inc.                    $1,250,000       $1,250,000
                                 Rutherford Tenants  230 East 15th     Rutherford Tenants
         NCB,FSB   470024080     Corp.               Street            Corp.                   $3,600,000       $3,594,579

                                 Sheepshead Terrace                    Sheepshead Terrace
                                 Cooperative         2427 & 2461 East  Cooperative
         NCB,FSB   470013340     Apartments,Inc.     29th Street       Apartments,Inc.         $2,000,000       $1,994,617

                                                     76-98 DeHaven
         NCB,FSB   470022660     Tudor Woods, Inc.   Drive             Tudor Woods, Inc.       $1,725,000       $1,720,554

                                                     82 Cantiague
         NCB,FSB   479000560     82 Cantiague, LLC   Rock Road         82 Cantiague LLC        $1,635,000       $1,626,597

                                 Harbor Park at      44 & 55 Market    Market Place
         NCB,FSB   479000350     Market Place        Place             Commercial, LP          $5,100,000       $5,060,808

                                                                       1302 Potomac
                                 Georgetown          1305 Potomac      Street Associates,
         NCB,FSB   479000600     Apartments          Street, NW        LLC                     $1,937,500       $1,935,662


                                 6201 West, LTD      6201 West
         NCB,FSB   479000610     (Oakwood Villas)    Belfort Avenue    6201 West, LTD          $5,300,000       $5,290,799

                                 Vallarta            9136 Sepulveda
         NCB,FSB   479000580     Supermarkets        Boulevard         9136 Sepulveda, LLC     $3,800,000       $3,781,786

                                                     1100 Summer       1100 Summer Street
         NCB,FSB   479000520     Summer Realty Co.   Street            Associates, LLC         $3,000,000       $2,978,987


                                 Glen Burnie Town    7400 Ritchie      Six C/D
         NCB,FSB   479000640     Center              Highway           Associates, LP          $1,650,000       $1,647,865

                                                                       Total-Original
                                                                       Principal Balance      $63,138,900

11/18-Terrorism Ins. waived on life of loan-in Manhattan-property value satisfies loan
amount/long time borrower.
                                                                       Total Loans
                                                                       Renewal Info. Not
                                                                       Provided for terms
                                                                       expiring year end
                                                                       2002                    $6,150,000
                                                                       % Recent Renewal
                                                                       Info. Not Provided          9.740%
</TABLE>



<TABLE>
<CAPTION>

                                                                                                             Separate
                                                                                             Exclusions     Terrorism
Loan               Mortgage Loan                                 Term of                    for Acts of     Insurance
Tab No.   Seller      Borrower       Property    Funding Date   Insurance       Carrier    Terrorism (1)   Coverage (2)
-------   ------      --------       --------    ------------   ---------       -------    -------------   ------------
<S>       <C>       <C>            <C>           <C>            <C>             <C>         <C>            <C>

                   1901 Wyoming   1901 Wyoming
                   Avenue         Avenue
                   Cooperative    Cooperative
         NCB,FSB   Association    Association                   07/22/03        G. American   Included       N

                   20 Plaza       20 Plaza
         NCB,FSB   Housing Corp.  Housing Corp.                 08/20/03        Admiral       Included       N

                   2575 Owners    2575 Owners
         NCB,FSB   Corp.          Corp.                         12/31/02        Gulf          Included       N

                   311-313 West   311-313 West
                   82nd St.       82nd St.
         NCB,FSB   Owners Corp.   Owners Corp.                  03/27/05        N. Hamps.     Included       N

                   40-18 Hampton  40-18 Hampton
                   Street Owners  Street Owners
         NCB,FSB   Corp.          Corp.                         07/31/03        Hanover       Included       N

                   470 West End   470 West End
         NCB,FSB   Corp.          Corp.                         12/31/02        Gulf          Included       N

                   49 West 72     49 West 72
         NCB,FSB   Owners Corp.   Owners Corp.                  01/01/03        GNY           Included       N

                   50 North       50 North
                   Broadway       Broadway
         NCB,FSB   Owners, Inc.   Owners, Inc.                  01/01/03        GNY           Included       N

                   50 Riverside   50 Riverside
         NCB,FSB   Tenants Corp.  Tenants Corp.                 01/15/03        Admiral       Included       N

                   69 West 9      69 West 9
         NCB,FSB   Owners Corp.   Owners Corp.                  11/05/03        FICO          Included       N

                   855 West End   855 West End
         NCB,FSB   Owners Corp.   Owners Corp.                  11/10/03        Admiral       Included       N

                   86 Second      86 Second
                   Place Housing  Place Housing
         NCB,FSB   Corp.          Corp.                         07/15/05        N. Hamps.     Included       N

                   Alexandria     Alexandria
                   House          House
         NCB,FSB   Incorporated   Incorporated                  10/20/03        GNY           Included       N

                   High Meadow    High Meadow
                   Cooperative,   Cooperative,
         NCB,FSB   No. 1, Inc.    No. 1, Inc.                   06/01/03        Westport      Included       N

                   Oxford House   Oxford House
         NCB,FSB   Owners Corp.   Owners Corp.                  11/06/03        GNY           Included       N

                   Park and 76th  Park and 76th
         NCB,FSB   St. Inc.       St. Inc.                      06/20/03        FICO          Included       N

                   Rutherford     Rutherford
         NCB,FSB   Tenants Corp.  Tenants Corp.                 02/01/03        Admiral       Included       N

                   Sheepshead     Sheepshead
                   Terrace        Terrace
                   Cooperative    Cooperative
         NCB,FSB   Apartments,Inc.Apartments,Inc.               06/26/03        GNY           Included       N

                   Tudor Woods,   Tudor Woods,
         NCB,FSB   Inc.           Inc.                          07/01/03        QBE           Included       N

                   82 Cantiague   82 Cantiague,
         NCB,FSB   LLC            LLC                           07/10/03        Twin City     Included       N

                                  Harbor Park
                   Market Place   at Market
         NCB,FSB   Commercial, LP Place                         10/25/03        St. Paul      Included       N

                   1302 Potomac
                   Street
                   Associates,    Georgetown
         NCB,FSB   LLC            Apartments                    05/01/03        Travelers     Included       N

                                  6201 West,
                                  LTD (Oakwood
         NCB,FSB   6201 West, LTD Villas)                       10/19/03        Steadfast     Included       N

                   9136           Vallarta
         NCB,FSB   Sepulveda, LLC Supermarkets                  06/05/03        Statefarm     Included       N

                   1100 Summer
                   Street
                   Associates,    Summer Realty                                 Fidelity
         NCB,FSB   LLC            Co.                           03/17/03        Guar.         Included       N

                   Six C/D        Glen Burnie
         NCB,FSB   Associates, LP Town Center                   09/01/03        Firemens      Included       N


11/18-Terrorism Ins. waived on life of loan-in Manhattan-property value satisfies
loan amount/long time borrower.
</TABLE>


<TABLE>
<CAPTION>
                                                   Separate
                                              Chemical/Biological
                                                  Terrorism
Loan                 Internal                     Insurance                        Describe Mortgage Catch-All
Tab No.   Seller     Loan ID     Deductible      Coverage (2)       Deductible                 (3)                    Comment
-------   ------     -------     ----------      ------------       ----------    ----------------------------        -------
<S>        <C>       <C>         <C>             <C>                <C>           <C>

                                                                                  Such other insurance and
                                                                                  increased policy limits with
                                                                                  respect to the Mortgaged
                                                                                  Property as may be reasonably
                                                                                  required from time to time by
         NCB,FSB   470023000        $ 500                  N           N/A        Mortgage.

                                                                                  Such other insurance and
                                                                                  increased policy limits with
                                                                                  respect to the Mortgaged
                                                                                  Property as may be reasonably
                                                                                  required from time to time by
         NCB,FSB   470023460       $ 1,000                 N           N/A        Mortgage.

                                                                                  Such other insurance and
                                                                                  increased policy limits with
                                                                                  respect to the Mortgaged
                                                                                  Property as may be reasonably
                                                                                  required from time to time by
         NCB,FSB   470023990       $ 2,500                 N           N/A        Mortgage.

                                                                                  Such other insurance and
                                                                                  increased policy limits with
                                                                                  respect to the Mortgaged
                                                                                  Property as may be reasonably
                                                                                  required from time to time by
         NCB,FSB   470022510       $ 1,000                 N           N/A        Mortgage.

                                                                                  Such other insurance and
                                                                                  increased policy limits with
                                                                                  respect to the Mortgaged
                                                                                  Property as may be reasonably
                                                                                  required from time to time by
         NCB,FSB   470022710       $ 1,000                 N           N/A        Mortgage.

                                                                                  Such other insurance and
                                                                                  increased policy limits with
                                                                                  respect to the Mortgaged
                                                                                  Property as may be reasonably
                                                                                  required from time to time by
         NCB,FSB   470023230       $ 2,500                 N           N/A        Mortgage.

                                                                                  Such other insurance and
                                                                                  increased policy limits with
                                                                                  respect to the Mortgaged
                                                                                  Property as may be reasonably
                                                                                  required from time to time by
         NCB,FSB   470023770       $ 1,000                 N           N/A        Mortgage.

                                                                                  Such other insurance and
                                                                                  increased policy limits with
                                                                                  respect to the Mortgaged
                                                                                  Property as may be reasonably
                                                                                  required from time to time by
         NCB,FSB   470023060       $ 1,000                 N           N/A        Mortgage.

                                                                                  Such other insurance and
                                                                                  increased policy limits with
                                                                                  respect to the Mortgaged
                                                                                  Property as may be reasonably
                                                                                  required from time to time by
         NCB,FSB   470024460       $ 2,500                 N           N/A        Mortgage.

                                                                                  Such other insurance as may
                                                                                  from time to time be
                                                                                  reasonably required by
                                                                                  Beneficiary in order to
         NCB,FSB   470024700       $ 1,000                 N           N/A        protect its interests.

                                                                                  Such other insurance and
                                                                                  increased policy limits with
                                                                                  respect to the Mortgaged
                                                                                  Property as may be reasonably
                                                                                  required from time to time by
         NCB,FSB   470022840       $ 1,000                 N           N/A        Mortgage.

                                                                                  Such other insurance and
                                                                                  increased policy limits with
                                                                                  respect to the Mortgaged
                                                                                  Property as may be reasonably
                                                                                  required from time to time by
         NCB,FSB   470023550       $ 1,000                 N           N/A        Mortgage.

                                                                                  Such other insurance and
                                                                                  increased policy limits with
                                                                                  respect to the Mortgaged
                                                                                  Property as may be reasonably
                                                                                  required from time to time by
         NCB,FSB   470024100       $ 3,000                 N           N/A        Mortgage.

                                                                                  Such other insurance and
                                                                                  increased policy limits with
                                                                                  respect to the Mortgaged
                                                                                  Property as may be reasonably
                                                                                  required from time to time by
         NCB,FSB   470024250       $ 1,500                 N           N/A        Mortgage.

                                                                                  Such other insurance and
                                                                                  increased policy limits with
                                                                                  respect to the Mortgaged
                                                                                  Property as may be reasonably
                                                                                  required from time to time by
         NCB,FSB   470021690       $ 1,000                 N           N/A        Mortgage.

                                                                                  Such other insurance and
                                                                                  increased policy limits with
                                                                                  respect to the Mortgaged
                                                                                  Property as may be reasonably
                                                                                  required from time to time by
         NCB,FSB   470022240       $ 1,000                 N           N/A        Mortgage.

                                                                                  Such other insurance and
                                                                                  increased policy limits with
                                                                                  respect to the Mortgaged
                                                                                  Property as may be reasonably
                                                                                  required from time to time by
         NCB,FSB   470024080       $ 1,000                 N           N/A        Mortgage.

                                                                                  Such other insurance and
                                                                                  increased policy limits with
                                                                                  respect to the Mortgaged
                                                                                  Property as may be reasonably
                                                                                  required from time to time by
         NCB,FSB   470013340       $ 3,000                 N           N/A        Mortgage.

                                                                                  Such other insurance and
                                                                                  increased policy limits with
                                                                                  respect to the Mortgaged
                                                                                  Property as may be reasonably
                                                                                  required from time to time by
         NCB,FSB   470022660       $ 2,500                 N           N/A        Mortgage.

                                                                                  Such other insurance as may
                                                                                  from time to time be
                                                                                  reasonably required by
                                                                                  Beneficiary in order to
         NCB,FSB   479000560       $ 2,000                 N           N/A        protect its interests.

                                                                                  Such other insurance as may
                                                                                  from time to time be
                                                                                  reasonably required by
                                                                                  Beneficiary in order to
         NCB,FSB   479000350       $ 10,000                N           N/A        protect its interests.

                                                                                  Such other insurance as may
                                                                                  from time to time be
                                                                                  reasonably required by
                                                                                  Beneficiary in order to
         NCB,FSB   479000600        $ 500                  N           N/A        protect its interests.

                                                                                  Such other insurance as may
                                                                                  from time to time be
                                                                                  reasonably required by
                                                                                  Beneficiary in order to
         NCB,FSB   479000610       $ 10,000                N           N/A        protect its interests.

                                                                                  Such other insurance as may
                                                                                  from time to time be
                                                                                  reasonably required by
                                                                                  Beneficiary in order to
         NCB,FSB   479000580       $ 1,000                 N           N/A        protect its interests.

                                                                                  Such other insurance as may
                                                                                  from time to time be
                                                                                  reasonably required by
                                                                                  Beneficiary in order to
         NCB,FSB   479000520       $ 1,000                 N           N/A        protect its interests.

                                                                                  Such other insurance as may
                                                                                  from time to time be
                                                                                  reasonably required by
                                                                                  Beneficiary in order to
         NCB,FSB   479000640       $ 5,000                 N           N/A        protect its interests.


11/18-Terrorism Ins. waived on life of loan-in Manhattan-property value satisfies loan amount/long time borrower.

</TABLE>

<PAGE>

                                    EXHIBIT 3

                               PRICING FORMULATION

            Purchase Price                        $137,509,885

<PAGE>

                                    EXHIBIT 4

                                  BILL OF SALE

            1.    PARTIES.  The parties to this Bill of Sale are the following:

                  Seller:           NCB, FSB
                  Purchaser:        Morgan Stanley Dean Witter Capital I Inc.


            2.    SALE. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of December 1, 2002 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.


            3.   PURCHASE PRICE. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4.   DEFINITIONS. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.


            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this [__]th day of December, 2002.

SELLER:                                NCB, FSB



                                       By:____________________________________
                                          Name:
                                          Title:



PURCHASER:                             MORGAN STANLEY DEAN WITTER CAPITAL I INC.



                                       By:____________________________________
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY

THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

GMAC Commercial Mortgage Corporation
200 Witmer Road
P.O. Box 1015
Horsham, Pennsylvania 19044-8015
Attention: [___________________]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Asset Backed Securities Trust Services Group

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



                            LIMITED POWER OF ATTORNEY

            Know all persons by these presents; that the undersigned, having an
address of [MORTGAGE LOAN SELLER'S ADDRESS] (the "Seller"), being duly empowered
and authorized to do so, does hereby make, constitute and appoint GMAC
Commercial Mortgage Corporation, having an address of 200 Witmer Road, P.O. Box
1015, Horsham, Pennsylvania 19044-8015, Attention: [___________________] (the
"General Master Servicer"), GMAC Commercial Mortgage Corporation, having an
address of 200 Witmer Road, P.O. Box 1015, Horsham, Pennsylvania 19044-8015,
Attention: [___________________] (the "General Special Servicer") and LaSalle
Bank National Association, having an address of 135 South LaSalle Street, Suite
1625, Chicago, Illinois 60603, Attention: Asset Backed Securities Trust Service
Group-Morgan Stanley Dean Witter Capital I Inc., Series 2002-IQ3 (the "Trustee")
as the true and lawful attorneys-in-fact for the undersigned, in its name, place
and stead, and for its use and benefit:

            To empower the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to submit for recording, at the
expense of the Seller, any mortgage loan documents required to be recorded as
described in the Pooling and Servicing Agreement and any intervening assignments
with evidence of recording thereon that are required to be included in the
Mortgage File (so long as original counterparts have previously been delivered
to the Trustee).

            This power of attorney shall be limited to the above-mentioned
exercise of power.

            This instrument is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers
herein is not intended to, nor does it give rise to, and it is not intended to
be construed as, a general power of attorney.

            The rights, power of authority of said attorney herein granted shall
commence and be in full force and effect on the date hereof and such rights,
powers and authority shall remain in full force and effect until the termination
of the Pooling and Servicing Agreement, dated as of December 1, 2002 (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc., as Depositor, the General Master Servicer, the General Special Servicer,
NCB, FSB, as NCB Master Servicer, National Consumer Cooperative Bank, as Co-op
Special Servicer, Principal Global Investors, LLC, as Special Servicer of the
San Tomas Mortgage Loan, the Trustee and ABN AMRO Bank N.V., as Fiscal Agent,
with respect to the Trust.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.


IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of December, 2002.

Witnessed by:                          [SELLER]



___________________________            By:________________________
Print Name:                               Name:
                                          Title:



STATE OF______________________)

COUNTY OF_____________________)

            On __________________________, before me, a Notary Public in and for
said county, personally appeared ________________________________, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to me
that he/she executed the same in his/her authorized capacity, and that by
his/her signature on the instrument the person acted and executed the
instrument. Witness my hand and official seal.




_______________________________________
Commission Expires:

<PAGE>

                                    EXHIBIT 6

                           FORM OF OPINION OF COUNSEL

                                                              Tel:  212-541-2000
                                                              Fax:  212-541-4632

December 17, 2002



To the Parties Listed on Schedule A

Re:   NCB, FSB

Ladies and Gentlemen:

            We have acted as special counsel to NCB, FSB ("NCB"), a federal
savings bank chartered by the Office of Thrift Supervision, U.S. Department of
the Treasury (the "OTS"), in connection with the following documents, which
provide for the proposed sale of certain mortgage loans and NCB's agreement to
service and administer certain mortgage loans and other assets: (i) Mortgage
Loan Purchase Agreement dated as of December 1, 2002, between NCB, as seller,
and Morgan Stanley Dean Witter Capital I Inc. ("MSDWCI"), as purchaser (the
"Mortgage Loan Purchase Agreement"); (ii) Pooling and Servicing Agreement dated
as of December 1, 2002, among MSDWCI, as Depositor, NCB, as NCB Master Servicer,
National Consumer Cooperative Bank, as Co-op Special Servicer, GMAC Commercial
Mortgage Corporation, as General Master Servicer, GMAC Commercial Mortgage
Corporation, as General Special Servicer, Principal Global Investors, LLC, as
Special Servicer of the San Tomas Mortgage Loan LaSalle Bank National
Association, as Trustee, Paying Agent and Certificate Registrar and ABN Amro
Bank N.V., as Fiscal Agent (the "Pooling and Servicing Agreement"; and together
with the Mortgage Loan Purchase Agreement, the "Principal Agreements"); and
(iii) Mortgage Loan Seller Indemnification Agreement dated as of December 5,
2002 between NCB, Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, MSDWCI and Lehman Brothers Inc. (the
"Indemnification Agreement"; and together with the Principal Agreements, the
"Transaction Documents"). Capitalized terms not otherwise defined herein shall
have their respective meanings set forth in the Principal Agreements.

            In rendering the opinions expressed below, we have examined copies
of the Transaction Documents, agreements executed in connection therewith or
pursuant thereto and originals or conformed copies of such corporate records,
agreements and instruments of NCB, certificates of public officials and officers
of NCB, and such other documents and records, and such matters of law, as we
have deemed appropriate as a basis for the opinions hereinafter expressed. In
our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of documents submitted to us as
originals and the conformity with authentic original documents of all documents
submitted to us as copies. When relevant facts were not

<PAGE>

To the Parties Listed on Schedule A
December 17, 2002
Page 2


independently established, we have relied upon statements of governmental
officials and upon representations made in or pursuant to the Transaction
Documents and certificates and statements of appropriate representatives of NCB
including, without limitation, the certificate dated December 17, 2002 issued by
the Secretary of NCB (the "NCB Certificate"), and with respect to good standing
and related matters, we have relied solely upon a certificate of the OTS issued
on November 1, 2002 (the "OTS Certificate") and the NCB Certificate.

            In rendering the opinions expressed below, we have assumed that,
other than with respect to NCB, all of the documents referred to in this opinion
have been duly authorized by, have been duly executed and delivered by, and
constitute the legal, valid, binding and enforceable obligations of, all of the
parties to such documents, that all of the signatories to such documents have
been duly authorized and that all such parties are duly organized and validly
existing and have the power and authority (corporate or other) to execute,
deliver and perform such documents.

            Based upon and subject to the foregoing and subject also to the
comments, assumptions and qualifications set forth below, we are of the opinion
that:

1. Based upon the OTS Certificate, NCB is a federal savings bank duly chartered
   by the OTS validly existing and in good standing under the laws of the United
   States of America.

2. NCB has all necessary corporate power and authority to execute, deliver and
   perform its obligations under the Transaction Documents. The execution,
   delivery and performance of the Transaction Documents by NCB and the
   consummation by NCB of the transactions contemplated thereby have been duly
   authorized by all necessary corporate action on the part of NCB, and the
   Transaction Documents have been validly executed and delivered by NCB. The
   Principal Agreements constitute the legal, valid and binding obligation of
   NCB, enforceable against it in accordance with their respective terms.

3. To our knowledge, NCB is not required to obtain any consent, approval,
   authorization of, or declaration, filing or registration with, any
   governmental authority in connection with or as a condition to the execution,
   delivery or performance by NCB of the Transaction Documents or the
   consummation by NCB of the transactions contemplated thereby, except such
   filings as may be necessary to transfer the Mortgage Loans to the Purchaser
   pursuant to the terms of the Mortgage Loan Purchase Agreement or to fulfill
   its obligations as NCB Master Servicer under the Pooling and Servicing
   Agreement.

4. To our knowledge, there are no actions, suits, proceedings or investigations
   pending or threatened against or affecting NCB which, if adversely
   determined, individually

<PAGE>

To the Parties Listed on Schedule A
December 17, 2002
Page 3


   or collectively, would materially adversely affect NCB's ability to perform
   its obligations under the Transaction Documents.

5. The execution, delivery and performance by NCB of the Transaction Documents,
   and compliance by it therewith, do not and will not conflict with, constitute
   a default under or violate (i) any provision of the charter or by-laws of
   NCB, (ii) any provision of any material law, rule or regulation applicable to
   NCB, (iii) to our knowledge, any judgment, order, writ, injunction or decree
   to which it is subject, or (iv) to our knowledge, any material indenture,
   agreement or other instrument known to us to which NCB is a party or by which
   it is bound.

            In addition to the limitations set forth above, the opinions set
forth herein are further limited by, subject to and based upon the following:

            (a) In basing our opinions and other matters set forth herein "to
our knowledge," or words of similar import, the words "to our knowledge," or
such words of similar import signify that, in the course of our representation
of NCB in the transaction contemplated by the Transaction Documents and inquiry
of the lawyers within our firm familiar with the transactions contemplated by
the Transaction Documents, no information has come to our attention that would
give us actual knowledge or actual notice that any such opinions or other
matters set forth herein are not accurate. Except as otherwise stated herein, we
have undertaken no independent investigation or verification of such matters.
All opinions set forth herein are subject to, and may be limited by, future
changes in the factual matters set forth herein, and we undertake no duty to
advise you of the same.

            (b) Our opinions herein reflect only the application of applicable
New York law and the Federal laws of the United States. The opinions expressed
herein are based upon the law in effect (and published or otherwise generally
available) on the date hereof, and we assume no obligation to revise or
supplement these opinions should such law be changed by legislative action,
judicial decision or otherwise. In rendering our opinions, we have not
considered, and hereby disclaim any opinion as to, the application or impact of
any laws, cases, decisions, rules or regulations of any other jurisdiction,
court or administrative agency.

            (c) The enforceability of the Transaction Documents may be limited
by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting or relating to the rights and remedies of creditors generally
including, without limitation, laws relating to fraudulent transfers or
conveyances, preferences and equitable subordination, (ii) general principles of
equity (regardless of whether considered in a proceeding in equity or at law),
(iii) an implied covenant of good faith and fair dealing and (iv) the
qualification that certain other provisions of the Transaction Documents may be
unenforceable in whole or in part under the laws (including judicial decisions)
of the State of New York or the United States of America, but the inclusion of
such

<PAGE>

To the Parties Listed on Schedule A
December 17, 2002
Page 4


provisions does not affect the validity as against NCB of the Transaction
Documents as a whole, and the limitations on the enforceability of such
provisions in the Transaction Documents do not, in our opinion, make the
remedies and procedures otherwise provided in the Transaction Documents
inadequate for enforcing payment of the obligations governed or secured thereby
and for the practical realization of the principal rights and benefits afforded
thereby, subject to the other qualifications contained in this opinion.

            (d)  We express no opinion as to:

                  (i) any provision in any of the Transaction Documents
purporting or attempting to (A) waive the defenses of forum non conveniens or
improper venue or (B) confer subject matter jurisdiction on a court not having
independent grounds therefor or (C) modify or waive the requirements for
effective service of process for any action that may be brought or (D) waive the
right of NCB or any other person to a trial by jury;

                  (ii) the effect on enforceability of any of the Transaction
Documents of any decision of an arbitration tribunal or an arbitrator pursuant
to any provision for mandatory or optional arbitration to the extent such
decision does not give effect to the terms of such Transaction Documents or to
applicable law;

                  (iii) the enforceability of (A) any rights to indemnification
provided for in the Transaction Documents which are violative of public policy
underlying any law, rule or regulation (including any federal or state
securities law, rule or regulation); (B) any rights of setoff under the Pooling
and Service Agreement; or (C) any provisions purporting to provide to any party
the right to receive costs and expenses beyond those reasonably incurred by it;
or

                  (iv) (A) the existence or sufficiency of any party's
(including, without limitation, NCB's) rights in or title to the real or
personal property described in and encumbered by the respective Mortgage Loan
Documents relating to the Mortgage Loans (the "Collateral"); (B) the creation,
attachment or perfection of any security interest in any part of the Collateral,
or the priority of any security interest in the Collateral against any financing
statement, security interest, mortgage, lien or other encumbrance on or covering
the Collateral, or the effect of the due recording of, or failure to record,
such Mortgage Loan Documents; (C) compliance or non-compliance by NCB or any
other person or entity with federal or state securities laws (including, without
limitation, the Securities Act of 1933, the Trust Indenture Act of 1939 and the
Investment Company Act of 1940); or (D) the classification and treatment of the
Mortgage Loans and any proceeds therefrom for federal and state income tax
purposes.

            This opinion letter is furnished to you solely for your benefit and
for the benefit of your successors and assigns, and may not be relied upon by,
nor may copies be

<PAGE>

To the Parties Listed on Schedule A
December 17, 2002
Page 5


delivered to, any other person or entity without our prior
written consent. Finally, we do not undertake to advise you of any changes in
the opinions expressed herein resulting from matters that might hereafter come
or be brought to our attention.

                                    Very truly yours,

<PAGE>

                                   SCHEDULE A

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York  10036

Morgan Stanley Dean Witter Capital I Inc.
1585 Broadway
New York, New York 10036

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

Merrill Lynch, Pierce, Fenner & Smith Incorporated.
4 World Financial Center
250 Vesey Street
New York, New York 10080

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

ABN AMRO Bank N.V.
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007

Standard & Poor's Ratings Services,
  a division of The McGraw-Hill Companies, Inc.
55 Water Street
New York, New York  10041


<PAGE>


                                   EXHIBIT K-7

                  FORM OF MORTGAGE LOAN PURCHASE AGREEMENT VII
                                     (TIAA)

            Mortgage Loan Purchase Agreement (this "Agreement"), dated as of
December 1, 2002, between Teachers Insurance and Annuity Association of America
(the "Seller"), and Morgan Stanley Dean Witter Capital I Inc. (the "Purchaser").

            The Seller agrees to sell and the Purchaser agrees to purchase
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of December 1, 2002, between the Purchaser, as
depositor, GMAC Commercial Mortgage Corporation, as general master servicer (the
"General Master Servicer"), GMAC Commercial Mortgage Corporation, as general
special servicer (the "General Special Servicer"), NCB, FSB, as NCB master
servicer (together with the General Master Servicer, as applicable, the "Master
Servicer"), National Consumer Cooperative Bank, as co-op special servicer (the
"Co-op Special Servicer"), Principal Global Investors, LLC, as special servicer
with respect to the San Tomas Mortgage Loan (together with the General Special
Servicer and the Co-op Special Servicer, as applicable, the "Special Servicer"),
LaSalle Bank National Association, as trustee, paying agent and certificate
registrar (the "Trustee") and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal
Agent"). In exchange for the Mortgage Loans and certain other mortgage loans to
be purchased by the Purchaser (collectively the "Other Mortgage Loans"), the
Trust will issue to the Depositor pass-through certificates to be known as
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-IQ3 (the "Certificates"). The Certificates will be
issued pursuant to the Pooling and Servicing Agreement.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

            The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and
Class D Certificates (the "Public Certificates") will be sold by the Purchaser
to Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Lehman Brothers Inc. (the "Underwriters"), pursuant to an
Underwriting Agreement, between the Purchaser and the Underwriters, dated
December 5, 2002 (the "Underwriting Agreement"), and the Class X-1, Class X-2,
Class X-Y, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class EI, Class R-I, Class R-II and Class R-III
Certificates (the "Private Certificates") will be sold by the Purchaser to
Morgan Stanley & Co. Incorporated (the "Initial Purchaser") pursuant to a
Certificate Purchase Agreement, between the Purchaser and the Initial Purchaser,
dated December 5, 2002 (the "Certificate Purchase Agreement"). The Underwriters
will offer the Public Certificates for sale publicly pursuant to a Prospectus
dated November 22, 2002, as supplemented by a Prospectus Supplement dated
December 5, 2002 (together, the "Prospectus Supplement"), and the Initial
Purchaser will offer the Private Certificates for sale in transactions exempt
from the registration requirements of the Securities Act of 1933 pursuant to a
Private Placement Memorandum dated December 5, 2002 (the "Memorandum").

            In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

            Section 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans
accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with
respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of
December 2002. The Mortgage Loans and the Other Mortgage Loans will have an
aggregate principal balance as of the close of business on the Cut-Off Date,
after giving effect to any payments due on or before such date, whether or not
received, of $59,204.339. The sale of the Mortgage Loans shall take place on
December 17, 2002 or such other date as shall be mutually acceptable to the
parties hereto (the "Closing Date"). The purchase price to be paid by the
Purchaser for the Mortgage Loans shall equal the amount set forth as such
purchase price on Exhibit 3 hereto. The purchase price shall be paid to the
Seller by wire transfer in immediately available funds on the Closing Date.

            On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 14), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 14).

            Section 2. Conveyance of Mortgage Loans. Effective as of the Closing
Date, subject only to receipt of the consideration referred to in Section 1
hereof and the satisfaction of the conditions specified in Sections 6 and 7
hereof, the Seller does hereby transfer, assign, set over and otherwise convey
to the Purchaser, without recourse, all the right, title and interest of the
Seller, subject to that certain Servicing Rights Purchase and Sale Agreement,
dated December 1, 2002, between the Seller and the General Master Servicer, in
and to the Mortgage Loans identified on the Mortgage Loan Schedule as of the
Closing Date. The Mortgage Loan Schedule, as it may be amended from time to time
on or prior to the Closing Date, shall conform to the requirements of this
Agreement and the Pooling and Servicing Agreement. In connection with such
transfer and assignment, the Seller shall deliver to or on behalf of the
Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for each Mortgage Loan and on
or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 5 in favor of
the Trustee, the Master Servicer and the Special Servicer to empower the Trustee
and, in the event of the failure or incapacity of the Trustee, the Master
Servicer and the Special Servicer, to submit for recording, at the expense of
the Seller, any mortgage loan documents required to be recorded as described in
the Pooling and Servicing Agreement and any intervening assignments with
evidence of recording thereon that are required to be included in the Mortgage
Files (so long as original counterparts have previously been delivered to the
Trustee). The Seller agrees to reasonably cooperate with the Trustee, the Master
Servicer and the Special Servicer in connection with any additional powers of
attorney or revisions thereto that are requested by such parties for purposes of
such recordation. The parties hereto agree that no such power of attorney shall
be used with respect to any Mortgage Loan by or under authorization by any party
hereto except to the extent that the absence of a document described in the
second preceding sentence with respect to such Mortgage Loan remains unremedied
as of the earlier of (i) the date that is 180 days following the delivery of
notice of such absence to the Seller, but in no event earlier than 18 months
from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan
becomes a Specially Serviced Mortgage Loan. The Trustee shall submit such
documents, at the Seller's expense, after the periods set forth above, provided,
however, the Trustee shall not submit such assignments for recording if the
Seller produces evidence that it has sent any such assignment for recording and
certifies that the Seller is awaiting its return from the applicable recording
office. In addition, not later than the 30th day following the Closing Date, the
Seller shall deliver to or on behalf of the Trustee each of the remaining
documents or instruments specified below (with such exceptions as are permitted
by this Section) with respect to each Mortgage Loan (each, a "Mortgage File").
(The Seller acknowledges that the term "without recourse" does not modify the
duties of the Seller under Section 5 hereof.)

            All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

            (a) The original Mortgage Note bearing all intervening endorsements,
in blank or endorsed "Pay to the order of LaSalle Bank National Association, as
Trustee for Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2002-IQ3, without recourse, representation or
warranty" or if the original Mortgage Note is not included therein, then a lost
note affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

            (b) The original Mortgage, with evidence of recording thereon, and,
if the Mortgage was executed pursuant to a power of attorney, a certified true
copy of the power of attorney certified by the public recorder's office, with
evidence of recording thereon (if recording is customary in the jurisdiction in
which such power of attorney was executed), or certified by a title insurance
company or escrow company to be a true copy thereof; provided that if such
original Mortgage cannot be delivered with evidence of recording thereon on or
prior to the 90th day following the Closing Date because of a delay caused by
the public recording office where such original Mortgage has been delivered for
recordation or because such original Mortgage has been lost, the Seller shall
deliver or cause to be delivered to the Trustee a true and correct copy of such
Mortgage, together with (i) in the case of a delay caused by the public
recording office, an Officer's Certificate (as defined below) of the Seller
stating that such original Mortgage has been sent to the appropriate public
recording official for recordation or (ii) in the case of an original Mortgage
that has been lost after recordation, a certification by the appropriate county
recording office where such Mortgage is recorded that such copy is a true and
complete copy of the original recorded Mortgage;

            (c) The originals of all agreements modifying a Money Term or other
material modification, consolidation and extension agreements, if any, with
evidence of recording thereon or if such original modification, consolidation
and extension agreements have been delivered to the appropriate recording office
for recordation and either has not yet been returned on or prior to the 90th day
following the Closing Date with evidence of recordation thereon or has been lost
after recordation, true copies of such modifications, consolidations and
extensions certified by the Seller together with (i) in the case of a delay
caused by the public recording office, an Officer's Certificate of the Seller
stating that such original modification, consolidation or extension agreement
has been dispatched or sent to the appropriate public recording official for
recordation or (ii) in the case of an original modification, consolidation or
extension agreement that has been lost after recordation, a certification by the
appropriate county recording office where such document is recorded that such a
copy is a true and complete copy of the original recorded modification,
consolidation or extension agreement, and the originals of all assumption
agreements, if any;

            (d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording, signed by the holder of record in
blank or in favor of "LaSalle Bank National Association, as Trustee for Morgan
Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-IQ3";

            (e) Originals of all intervening assignments of Mortgage, if any,
with evidence of recording thereon or, if such original assignments of Mortgage
have been delivered to the appropriate recorder's office for recordation,
certified true copies of such assignments of Mortgage certified by the Seller,
or, in the case of an original blanket intervening assignment of Mortgage
retained by the Seller, a copy thereof certified by the Seller or, if any
original intervening assignment of Mortgage has not yet been returned on or
prior to the 90th day following the Closing Date from the applicable recording
office or has been lost, a true and correct copy thereof, together with (i) in
the case of a delay caused by the public recording office, an Officer's
Certificate of the Seller stating that such original intervening assignment of
Mortgage has been sent to the appropriate public recording official for
recordation or (ii) in the case of an original intervening assignment of
Mortgage that has been lost after recordation, a certification by the
appropriate county recording office where such assignment is recorded that such
copy is a true and complete copy of the original recorded intervening assignment
of Mortgage;

            (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment of Leases has not been returned on or prior to
the 90th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the Seller to be a true
and complete copy of the original Assignment of Leases submitted for recording,
together with (i) an original of each assignment of such Assignment of Leases
with evidence of recording thereon and showing a complete recorded chain of
assignment from the named assignee to the holder of record, and if any such
assignment of such Assignment of Leases has not been returned from the
applicable public recording office, a copy of such assignment certified by the
Seller to be a true and complete copy of the original assignment submitted for
recording, and (ii) an original assignment of such Assignment of Leases, in
recordable form, signed by the holder of record in favor of "LaSalle Bank
National Association, as Trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-IQ3," which
assignment may be effected in the related Assignment of Mortgage;

            (g) The original or a copy of each guaranty, if any, constituting
additional security for the repayment of such Mortgage Loan;

            (h) The original Title Insurance Policy, or in the event such
original Title Insurance Policy has not been issued, an original binder, actual
title commitment, pro forma policy or a copy thereof certified by the title
company with the original Title Insurance Policy to follow within 180 days of
the Closing Date or a preliminary title report with an original Title Insurance
Policy to follow within 180 days of the Closing Date;

            (i) (A) Copies of UCC financing statements (together with all
assignments thereof) filed in connection with the Mortgage Loan and (B) UCC-2 or
UCC-3 financing statements assigning such UCC financing statements to the
Trustee;

            (j) Copies of the related ground lease(s), if any, to any Mortgage
Loan where the Mortgagor is the lessee under such ground lease and there is a
lien in favor of the mortgagee in such lease.

            (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements, if any, related to any Mortgage Loan;

            (l) Either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan (other than letters of
credit representing tenant security deposits which have been collaterally
assigned to the lender), which shall be assigned and delivered to the Trustee on
behalf of the Trust with a copy to be held by the Primary Servicer (or the
Master Servicer), and applied, drawn, reduced or released in accordance with
documents evidencing or securing the applicable Mortgage Loan, the Pooling and
Servicing Agreement and the applicable Primary Servicing Agreement or (B) the
original of each letter of credit, if any, constituting additional collateral
for such Mortgage Loan (other than letters of credit representing tenant
security deposits which have been collaterally assigned to the lender), which
shall be assigned to and held by the Primary Servicer (or the Master Servicer)
on behalf of the Trustee, with a copy to be held by the Trustee, and applied,
drawn, reduced or released in accordance with documents evidencing or securing
the applicable Mortgage Loan, the Pooling and Servicing Agreement and the
applicable Primary Servicing Agreement (it being understood that the Seller has
agreed (a) that the proceeds of such letter of credit belong to the Trust, (b)
to notify, on or before the Closing Date, the bank issuing the letter of credit
that the letter of credit and the proceeds thereof belong to the Trust, and to
use reasonable efforts to obtain within 30 days (but in any event to obtain
within 90 days) following the Closing Date, an acknowledgement thereof by the
bank (with a copy of such acknowledgement to be sent to the Trustee) and (c) to
indemnify the Trust for any liabilities, charges, costs, fees or other expenses
accruing from the failure of the Seller to assign the letter of credit
hereunder). In the case of clause (B) above, any letter of credit held by the
Primary Servicer (or Master Servicer) shall be held in its capacity as agent of
the Trust, and if a Primary Servicer (or Master Servicer) sells its rights to
service the applicable Mortgage Loan, the applicable Primary Servicer (or Master
Servicer) has agreed to assign the applicable letter of credit to the Trust or
at the direction of the Special Servicer to such party as the Special Servicer
may instruct, in each case, at the expense of the Primary Servicer (or Master
Servicer). The Primary Servicer (or Master Servicer) has agreed to indemnify the
Trust for any loss caused by the ineffectiveness of such assignment;

            (m) The original or a copy of the environmental indemnity agreement,
if any, related to any Mortgage Loan;

            (n) Copies of third-party management agreements, if any, for hotels
and mortgage properties with a Cut-Off Date balance equal to or greater than
$20,000,000;

            (o) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;

            (p) A copy of any affidavit and indemnification agreement in favor
of the lender; and

            (q) With respect to hospitality properties, a copy of any franchise
agreement, franchise comfort letter and applicable assignment or transfer
documents.

            "Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any
Managing Director, any Executive Vice President, any Director, any Senior Vice
President, any Vice President, any Assistant Vice President, any Treasurer, any
Assistant Treasurer, any Secretary or Assistant Secretary.

            The Assignments of Mortgage and assignment of Assignment of Leases
referred to in clauses (d), (e) and (f) may be in the form of a single
instrument assigning the Mortgage and the Assignment of Leases to the extent
permitted by applicable law. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the
mortgages) and assignments of UCC financing statements, the Seller shall
execute, in accordance with the third succeeding paragraph, the assignments of
mortgages, the assignments of leases (to the extent separate from the mortgages)
and assignments of UCC financing statements relating to the Mortgage Loans
naming the Trustee on behalf of the Certificateholders as assignee.
Notwithstanding the fact that such assignments of mortgages, assignments of
leases (to the extent separate from the assignments of mortgages) and the
assignments of UCC financing statements shall name the Trustee on behalf of the
Certificateholders as the assignee, the parties hereto acknowledge and agree
that the Mortgage Loans shall for all purposes be deemed to have been
transferred from the Seller to the Purchaser and from the Purchaser to the
Trustee on behalf of the Certificateholders.

            If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90 day period, but the Seller delivers a
true and correct copy thereof, to the Trustee as required by such clause, the
Seller shall then deliver within 180 days after the Closing Date such recorded
document (or within such longer period after the Closing Date as the Trustee may
consent to, which consent shall not be withheld so long as the Seller is, as
certified in writing to the Trustee no less than monthly, in good faith
attempting to obtain from the appropriate county recorder's office such original
or photocopy).

            The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due on the Mortgage Loan after
the Cut-Off Date, all other payments of principal collected after the Cut-Off
Date (other than scheduled payments of principal due on or before the Cut-Off
Date), and all payments of interest on the Mortgage Loans allocable to the
period commencing on the Cut-Off Date. All scheduled payments of principal and
interest due on or before the Cut-Off Date and collected after the Cut-Off Date
shall belong to the Seller.

            Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above. Within 45 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i)(B) above. If any such document or
instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, the Seller shall prepare a substitute therefor or
cure such defect, and the Seller shall, at its own expense (except in the case
of a document or instrument that is lost by the Trustee), record or file, as the
case may be, and deliver such document or instrument in accordance with this
Section 2.

            As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the General Master Servicer, the Seller will draw on such
letter of credit as directed by the General Master Servicer in such notice to
the extent the Seller has the right to do so.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans and that
are not required to be delivered to the Trustee and are reasonably necessary for
the ongoing administration and/or servicing of the applicable Mortgage Loan or
Companion Loan (the "Servicing File") shall be delivered by the Seller to the
Master Servicer or the applicable Primary Servicer or Sub-Servicer, on its
behalf, on or prior to the 75th day after the Closing Date.

            The Servicing File shall consist of, to the extent required to be
(and actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Borrower/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any attorney-client privileged
communications, internal correspondence or credit analysis. Each of the
foregoing items shall be delivered in electronic form, to the extent such
document is available in such form and such form is reasonably acceptable to the
Master Servicer. All of the foregoing items shall be delivered no later than 75
days following the Closing Date.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein. The Seller's and Purchaser's records shall
reflect the transfer of each Mortgage Loan from the Seller to the Purchaser and
its assigns as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property is held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto described as belonging to the
            Purchaser in the first paragraph of this Section 2, all substitute
            or replacement Mortgage Loans and all distributions with respect
            thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

            Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

            Section 3. Examination of Mortgage Files and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

            On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, each Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller upon reasonable
prior advance notice during normal business hours and shall not be conducted in
a manner that is disruptive to the Seller's normal business operations. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, each Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer or Primary Servicer, if
applicable, with any additional information identified by the Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.

            The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

            The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

            Section 4. Representations and Warranties of the Seller and the
Purchaser.

            (a) To induce the Purchaser to enter into this Agreement, the Seller
hereby makes for the benefit of the Purchaser and its assigns with respect to
each Mortgage Loan as of the date hereof (or as of such other date specifically
set forth in the particular representation and warranty) each of the
representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:

            (i) The Seller is duly organized and is validly existing as a
      non-profit legal reserve life insurance and annuity company organized and
      in good standing under the laws of the State of New York. The Seller has
      the requisite power and authority and legal right to own the Mortgage
      Loans and to transfer and convey the Mortgage Loans to the Purchaser and
      has the requisite power and authority to execute and deliver, engage in
      the transactions contemplated by, and perform and observe the terms and
      conditions of, this Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, and assuming the due authorization, execution
      and delivery hereof by the Purchaser, this Agreement constitutes the
      valid, legal and binding agreement of the Seller, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      (A) laws relating to bankruptcy, insolvency, reorganization, receivership
      or moratorium, (B) other laws relating to or affecting the rights of
      creditors generally, (C) general equity principles (regardless of whether
      such enforcement is considered in a proceeding in equity or at law) or (D)
      public policy considerations underlying the securities laws, to the extent
      that such public policy considerations limit the enforceability of the
      provisions of this Agreement that purport to provide indemnification from
      liabilities under applicable securities laws.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Seller with this Agreement, or the
      consummation by the Seller of any transaction contemplated hereby, other
      than (1) such qualifications as may be required under state securities or
      blue sky laws, (2) the filing or recording of financing statements,
      instruments of assignment and other similar documents necessary in
      connection with the Seller's sale of the Mortgage Loans to the Purchaser,
      (3) such consents, approvals, authorizations, qualifications,
      registrations, filings or notices as have been obtained and (4) where the
      lack of such consent, approval, authorization, qualification,
      registration, filing or notice would not have a material adverse effect on
      the performance by the Seller under this Agreement.

            (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
      nor the execution, delivery or performance of this Agreement by the
      Seller, conflicts or will conflict with, results or will result in a
      breach of, or constitutes or will constitute a default under (A) any term
      or provision of the Seller's articles of organization or by-laws, (B) any
      term or provision of any material agreement, contract, instrument or
      indenture to which the Seller is a party or by which it or any of its
      assets is bound or results in the creation or imposition of any lien,
      charge or encumbrance upon any of its property pursuant to the terms of
      any such indenture, mortgage, contract or other instrument, other than
      pursuant to this Agreement, or (C) after giving effect to the consents or
      taking of the actions contemplated in subsection (iii), any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) There are no actions or proceedings against, or investigations
      of, the Seller pending or, to the Seller's knowledge, threatened in
      writing against the Seller before any court, administrative agency or
      other tribunal, the outcome of which could reasonably be expected to
      materially and adversely affect the transfer of the Mortgage Loans to the
      Purchaser or the execution or delivery by, or enforceability against, the
      Seller of this Agreement or have an effect on the financial condition of
      the Seller that would materially and adversely affect the ability of the
      Seller to perform its obligations under this Agreement.

            (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
      this Agreement will effect a transfer by the Seller of all of its right,
      title and interest in and to the Mortgage Loans to the Purchaser (assuming
      the Purchaser has the capacity to acquire such Mortgage Loans).

            (vii) To the Seller's knowledge, the Seller's Information (as
      defined in that certain indemnification agreement, dated December 5, 2002,
      between the Seller, the Purchaser, the Underwriters and the Initial
      Purchaser (the "Indemnification Agreement")) relating to the Mortgage
      Loans does not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements therein, in the
      light of the circumstances under which they were made, not misleading.
      Notwithstanding anything contained herein to the contrary, this
      subparagraph (vii) shall run exclusively to the benefit of the Purchaser
      and no other party.

            To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date
(or as of such other date specifically set forth in the particular
representation and warranty).

            Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

            (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:

            (i) The Purchaser is a corporation duly organized, validly existing,
      and in good standing under the laws of the State of Delaware with full
      power and authority to carry on its business as presently conducted by it.

            (ii) The Purchaser has full power and authority to acquire the
      Mortgage Loans, to execute and deliver this Agreement and to enter into
      and consummate all transactions contemplated by this Agreement. The
      Purchaser has duly and validly authorized the execution, delivery and
      performance of this Agreement and has duly and validly executed and
      delivered this Agreement. This Agreement, assuming due authorization,
      execution and delivery by the Seller, constitutes the valid and binding
      obligation of the Purchaser, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium and other similar laws affecting
      the enforcement of creditors' rights generally and by general principles
      of equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Purchaser with this Agreement, or the
      consummation by the Purchaser of any transaction contemplated hereby that
      has not been obtained or made by the Purchaser.

            (iv) Neither the purchase of the Mortgage Loans nor the execution,
      delivery and performance of this Agreement by the Purchaser will violate
      the Purchaser's certificate of incorporation or by-laws or constitute a
      default (or an event that, with notice or lapse of time or both, would
      constitute a default) under, or result in a breach of, any material
      agreement, contract, instrument or indenture to which the Purchaser is a
      party or that may be applicable to the Purchaser or its assets.

            (v) The Purchaser's execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not
      constitute a violation of, any law, rule, writ, injunction, order or
      decree of any court, or order or regulation of any federal, state or
      municipal government agency having jurisdiction over the Purchaser or its
      assets, which violation could materially and adversely affect the
      condition (financial or otherwise) or the operation of the Purchaser or
      its assets or could materially and adversely affect its ability to perform
      its obligations and duties hereunder.

            (vi) There are no actions or proceedings against, or investigations
      of, the Purchaser pending or, to the Purchaser's knowledge, threatened
      against the Purchaser before any court, administrative agency or other
      tribunal, the outcome of which could reasonably be expected to adversely
      affect the transfer of the Mortgage Loans, the issuance of the
      Certificates, the execution, delivery or enforceability of this Agreement
      or have an effect on the financial condition of the Purchaser that would
      materially and adversely affect the ability of the Purchaser to perform
      its obligation under this Agreement.

            (vii) The Purchaser has not dealt with any broker, investment
      banker, agent or other person, other than the Seller, the Underwriters,
      the Initial Purchaser and their respective affiliates, that may be
      entitled to any commission or compensation in connection with the sale of
      the Mortgage Loans or consummation of any of the transactions contemplated
      hereby.

            To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

            Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

            Section 5. Remedies Upon Breach of Representations and Warranties
Made by the Seller.

            (a) It is hereby acknowledged that the Purchaser shall assign its
rights under this Section 5 to Trustee on behalf of the holders of the
Certificates.

            (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (and including the expiration of any grace or cure periods), not
properly executed or is defective on its face, or if there is a breach of any of
the representations and warranties required to be made by the Seller regarding
the characteristics of the Mortgage Loans and/or the related Mortgaged
Properties as set forth in Exhibit 2 hereto, and in either case such defect or
breach, either (i) materially and adversely affects the interests of the holders
of the Certificates in the related Mortgage Loan, or (ii) both (A) materially
and adversely affects the value of the Mortgage Loan and (B) the Mortgage Loan
is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage Loan (such a
document defect described in the preceding clause (i) or (ii), a "Material
Document Defect" and such a breach described in the preceding clause (i) or (ii)
a "Material Breach"), the party discovering such Material Document Defect or
Material Breach shall promptly notify the other parties in writing. Promptly
(but in any event within three Business Days) upon becoming aware of any such
Material Document Defect or Material Breach, the Master Servicer shall, and the
Special Servicer may, request that the Seller, not later than 90 days from the
Seller's receipt of the notice of such Material Document Defect or Material
Breach, cure such Material Document Defect or Material Breach, as the case may
be, in all material respects; provided, however, that if such Material Document
Defect or Material Breach, as the case may be, cannot be corrected or cured in
all material respects within such 90-day period, and such Material Document
Defect or Material Breach would not cause the Mortgage Loan to be other than a
"qualified mortgage" (as defined in the Code) but the Seller is diligently
attempting to effect such correction or cure, as certified by the Seller in an
Officer's Certificate delivered to the Trustee, then the cure period will be
extended for an additional 90 days unless, solely in the case of a Material
Document Defect, (x) the Mortgage Loan is, at the end of the initial 90 day
period, a Specially Serviced Mortgage Loan and a Servicing Transfer Event has
occurred as a result of a monetary default or as described in clause (ii) or
clause (v) of the definition of "Servicing Transfer Event" in the Pooling and
Servicing Agreement and (y) the Material Document Defect was identified in a
certification delivered to the Seller by the Trustee pursuant to Section 2.2 of
the Pooling and Servicing Agreement not less than 90 days prior to the delivery
of the notice of such Material Document Defect. The parties acknowledge that
neither delivery of a certification or schedule of exceptions to the Seller
pursuant to Section 2.2 of the Pooling and Servicing Agreement or otherwise nor
possession of such certification or schedule by the Seller shall, in and of
itself, constitute delivery of notice of any Material Document Defect or
knowledge or awareness by the Seller of any Material Document Defect listed
therein. It is understood and agreed that the 90-day limit will not be violated
as a result of recording office or UCC filing office delays, other than with
respect to a Material Document Defect or Material Breach that would cause the
Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code).
In addition, following the date on which such document is required to be
delivered pursuant to Section 2, upon the occurrence (and after any applicable
cure or grace period) any of the following document defects shall be
conclusively presumed to materially and adversely to affect the interests of
holders of the Certificates in the related Mortgage Loan and be a Material
Document Defect: (a) the absence from the Mortgage File of the original signed
Mortgage Note, unless the Mortgage File contains a signed lost note affidavit
and indemnity and a copy of the Mortgage Note; (b) the absence from the Mortgage
File of the original signed Mortgage, unless there is included in the Mortgage
File a true and correct copy of the Mortgage together with an Officer's
Certificate or certification as required by Section 2(b); or (c) the absence
from the Mortgage File of the original Title Insurance Policy, an original
binder, pro forma policy or an actual title commitment or a copy thereof
certified by the title company. If any of the foregoing Material Document
Defects are discovered by any party to the Pooling and Servicing Agreement, the
Trustee (or as set forth in the Pooling and Servicing Agreement, the Master
Servicer) will, among other things, give notice to the Rating Agencies and the
parties to the Pooling and Servicing Agreement and make demand upon the Seller
for the cure of the document defect or repurchase or replacement of the related
Mortgage Loan.

            The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
respects within the above cure periods, the related Seller shall, on or before
the termination of such cure periods, either (i) repurchase the related Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date at its option replace any
Mortgage Loan or REO Mortgage Loan to which such defect relates with a
Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
repurchase or substitution must occur within 90 days from the earlier of the
date the Seller discovered or was notified of the defect or breach. The Seller
agrees that any such substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

            If (i) a Mortgage Loan is to be repurchased or replaced in
connection with a Material Document Defect or Material Breach as contemplated
above, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with
one or more other Mortgage Loans in the Trust and (iii) the applicable document
defect or breach does not constitute a Material Document Defect or Material
Breach, as the case may be, as to such other Mortgage Loans (without regard to
this paragraph), then the applicable document defect or breach (as the case may
be) shall be deemed to constitute a Material Document Defect or Material Breach,
as the case may be, as to each such other Mortgage Loan for purposes of the
above provisions, and the Seller shall be obligated to repurchase or replace
each such other Mortgage Loan in accordance with the provisions above, unless,
in the case of such breach or document defect, both of the following conditions
would be satisfied if the Seller were to repurchase or replace only those
Mortgage Loans as to which a Material Breach had occurred without regard to this
paragraph (the "Affected Loan(s)"): (1) the debt service coverage ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) for the four calendar
quarters immediately preceding the repurchase or replacement (determined as
provided in the definition of Debt Service Coverage Ratio in the Pooling and
Servicing Agreement, except that net cash flow for such four calendar quarters,
rather than year-end, shall be used) is not less than 0.10x below the lesser of
(x) the debt service coverage ratio for all such Mortgage Loans (including the
Affected Loans(s)) set forth under the heading "NCF DSCR" in Appendix II to the
Final Prospectus Supplement and (y) the debt service coverage ratio for all such
other Mortgage Loans that are cross-collateralized and cross-defaulted with one
another (including the Affected Loan(s)) for the four preceding calendar
quarters preceding the repurchase or replacement (determined as provided in the
definition of Debt Service Coverage Ratio in the Pooling and Servicing
Agreement, except that net cash flow for such four calendar quarters, rather
than year-end, shall be used), and (2) the loan-to-value ratio for all such
other Mortgage Loans (excluding the Affected Loan(s)) is not greater than 10%
more than the greater of (x) the loan-to-value ratio for all such Mortgage Loans
(including the Affected Loan(s)) set forth under the heading "Cut-Off Date LTV"
in Appendix II to the Final Prospectus Supplement and (y) the loan-to-value
ratio for all such Mortgage Loans that are cross-collateralized and
cross-defaulted with one another (including the Affected Loans(s)). The
determination of the Master Servicer as to whether either of the conditions set
forth above has been satisfied shall be conclusive and binding in the absence of
manifest error. The Master Servicer will be entitled to, or direct the Seller
to, cause to be delivered to the Master Servicer at the Seller's expense (i) an
Appraisal of any or all of the related Mortgaged Properties for purposes of
determining whether the condition set forth in clause (2) above has been
satisfied, in each case at the expense of the Seller if the scope and cost of
the Appraisal is approved by the Seller (such approval not to be unreasonably
withheld) and (ii) an Opinion of Counsel that not requiring the repurchase of
each such Crossed Mortgage Loan will not result in an Adverse REMIC Event.

            With respect to any Mortgage Loan that is cross-defaulted and/or
cross-collateralized with any other Mortgage Loan conveyed hereunder, to the
extent that the Seller is required to repurchase or substitute for such Mortgage
Loan (each, a "Repurchased Loan") in the manner prescribed above while the
Trustee (as assignee of the Purchaser) continues to hold any other Mortgage Loan
that is cross-collateralized and/or cross-defaulted (each, a
"Cross-Collateralized Loan") with such Repurchased Mortgage Loan, the Seller and
the Purchaser hereby agree to forbear from enforcing any remedies against the
other's Primary Collateral but may exercise remedies against the Primary
Collateral securing their respective Mortgage Loans, including with respect to
the Trustee, the Primary Collateral securing the Mortgage Loans still held by
the Trustee, so long as such exercise does not impair the ability of the other
party to exercise its remedies against its Primary Collateral. If the exercise
of remedies by one party would impair the ability of the other party to exercise
its remedies with respect to the Primary Collateral securing the Mortgage Loan
or Mortgage Loans held by such party, then both parties shall forbear from
exercising such remedies until the loan documents evidencing and securing the
relevant Mortgage Loans can be modified in a manner that complies with the
Pooling and Servicing Agreement to remove the threat of impairment as a result
of the exercise of remedies. Any reserve or other cash collateral or letters of
credit securing the Cross-Collateralized Loans shall be allocated between such
Mortgage Loans in accordance with the Mortgage Loan documents, or otherwise on a
pro rata basis based upon their outstanding Principal Balances. All other terms
of the Mortgage Loans shall remain in full force and effect, without any
modification thereof. The Mortgagors set forth on Schedule B hereto are intended
third-party beneficiaries of the provisions set forth in this paragraph and the
preceding paragraph. The provisions of this paragraph and the preceding
paragraph may not be modified with respect to any Mortgage Loan without the
related Mortgagor's consent.

            The Seller shall be notified promptly and in writing by (i) the
Trustee of any notice that it receives that an Option Holder intends to exercise
its Option to purchase the Mortgage Loan in accordance with and as described in
Section 9.36 of the Pooling and Servicing Agreement and (ii) the Special
Servicer of any offer that it receives to purchase the applicable REO Property,
each in connection with such liquidation. Upon the receipt of such notice by the
Seller, the Seller shall then have the right, subject to any repurchase
obligations under Section 2.3 of the Pooling and Servicing Agreement with
respect to such Mortgage Loan, to repurchase the related Mortgage Loan or REO
Property, as applicable, from the Trust at a purchase price equal to, in the
case of clause (i) of the immediately preceding sentence, the Option Purchase
Price or, in the case of clause (ii) of the immediately preceding sentence, the
amount of such offer. Notwithstanding anything to the contrary contained in this
Agreement or in the Pooling and Servicing Agreement, the right of any Option
Holder to purchase such Mortgage Loan shall be subject and subordinate to the
Seller's right to purchase such Mortgage Loan as described in the immediately
preceding sentence. The Seller shall have five (5) Business Days from the date
of its receipt of a notice described in the first sentence of this paragraph
with respect to the purchase of such Mortgage Loan or REO Property to notify the
Trustee or Special Servicer, as applicable, of its intent to so purchase the
Mortgage Loan or related REO Property from the date that it was notified of such
intention to exercise such Option or of such offer. The Special Servicer shall
be obligated to provide the Seller with any appraisal or other third party
reports relating to the Mortgaged Property within its possession to enable the
Seller to evaluate the Mortgage Loan or REO Property. Any sale of the Mortgage
Loan, or foreclosure upon such Mortgage Loan and sale of the REO Property, to a
Person other than the Seller shall be without (i) recourse of any kind (either
expressed or implied) by such Person against the Seller and (ii) representation
or warranty of any kind (either expressed or implied) by the Seller to or for
the benefit of such person.

            The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim against
the Seller for repurchase of the REO Mortgage Loan or REO Property. In such an
event, the Master Servicer, or Special Servicer, as applicable, shall be
required to notify the Seller of the discovery of the Material Document Defect
or Material Breach and the Seller shall be required to follow the procedures set
forth in this Agreement to correct or cure such Material Document Defect or
Material Breach or purchase the REO Property at the Purchase Price. If the
Seller fails to correct or cure the Material Document Defect or Material Breach
or purchase the REO Property, then the provisions above regarding notice of
offers related to such REO Property and the Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the Seller is or was obligated to repurchase the related Mortgage Loan or
REO Mortgage Loan or the Seller otherwise accepts liability, then, after the
expiration of any applicable appeal period, but in no event later than the
termination of the Trust pursuant to Section 9.30 of the Pooling and Servicing
Agreement, the Seller will be obligated to pay to the Trust the difference
between any Liquidation Proceeds received upon such liquidation (including those
arising from any sale to the Seller) and the Purchase Price; provided that the
prevailing party in such action shall be entitled to recover all costs, fees and
expenses (including reasonable attorneys fees) related thereto.

            In connection with any liquidation or sale of a Mortgage Loan or REO
Property as described above, the Special Servicer will not receive a Liquidation
Fee in connection with such liquidation or sale or any portion of the Work-Out
Fee that accrues after the Seller receives notice of a Material Document Defect
or Material Breach until a final determination has been made, as set forth in
the prior paragraph, as to whether the Seller is or was obligated to repurchase
such related Mortgage Loan or REO Property. Upon such determination, the Special
Servicer will be entitled: (i) with respect to a determination that the Seller
is or was obligated to repurchase, to collect a Liquidation Fee, if due in
accordance with the definition thereof, based upon the full Purchase Price of
the related Mortgage Loan or REO property, including all related expenses up to
the date the remainder of such Purchase Price is actually paid, with such
Liquidation Fee, payable by the Seller or (ii) with respect to a determination
that Seller is not or was not obligated to repurchase (or the Trust decides that
it will no longer pursue a claim against the Seller for repurchase), (A) to
collect a Liquidation Fee based upon the Liquidation Proceeds as received upon
the actual sale or liquidation of such Mortgage Loan or REO Property, and (B) to
collect any accrued and unpaid Work-Out Fee, based on amounts that were
collected for as long as the related Mortgage Loan was a Rehabilitated Mortgage
Loan, in each case with such amount to be paid from amounts in the Certificate
Account.

            The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

            Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 43 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment of reasonable costs and expenses associated with the defeasance or
assumption of a Mortgage Loan by the Mortgagor or a breach of the representation
and warranty set forth in paragraph 25 of Exhibit 2 attached hereto because the
underlying loan documents do not provide for the payment by the Mortgagor of the
costs of a tax opinion associated with the full or partial release or
substitution of collateral for a Mortgage Loan, the Seller hereby covenants and
agrees to pay such reasonable costs and expenses, to the extent an amount is due
and not paid by the related Mortgagor. The parties hereto acknowledge that the
payment of such reasonable costs and expenses shall be the Seller's sole
obligation with respect to the breaches discussed in the previous sentence. The
Seller shall have no obligation to pay for any of the foregoing costs if the
applicable Mortgagor has an obligation to pay for such costs.

            The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the applicable Special Servicer, as
applicable, in connection with modifying a Mortgage Loan pursuant to Section 2.3
of the Pooling and Servicing Agreement in order for such Mortgage Loan to be a
"qualified substitute mortgage loan" within the meaning of the Treasury
Regulations promulgated under the Code. Upon a breach of the representation and
warranty set forth in paragraph 41 of Exhibit 2 attached hereto, if such
Mortgage Loan is modified so that it becomes a "qualified substitute mortgage
loan", such breach will be cured and the Seller will not be obligated to
repurchase or otherwise remedy such breach.

            (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the Master Servicer or the Special Servicer on its behalf) shall
give written notice within three Business Days to the Seller of its discovery of
any Material Document Defect or Material Breach and prompt written notice to the
Seller in the event that any Mortgage Loan becomes a Specially Serviced Mortgage
Loan (as defined in the Pooling and Servicing Agreement).

            (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan
(including, without limitation, all documents delivered by Seller pursuant to
Section 2 of this Agreement), and each document that constitutes a part of the
Mortgage File that was endorsed or assigned to the Trustee shall be endorsed and
assigned to the Seller in the same manner such that the Seller shall be vested
with legal and beneficial title to such Mortgage Loan, in each case without
recourse, representation, or warranty, including any property acquired in
respect of such Mortgage Loan or proceeds of any insurance policies with respect
thereto.

            Section 6. Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Cadwalader, Wickersham & Taft, 100 Maiden Lane,
New York, NY 10038 at 9:00 a.m., New York time, on the Closing Date.

            The closing shall be subject to each of the following conditions:

            (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date (or as of such other
date specifically set forth in the particular representation and warranty) (to
the extent of the standard, if any, set forth in each representation and
warranty).

            (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

            (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

            (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Seller's Information (as
defined in the Indemnification Agreement) to be disclosed in the Memorandum and
the Prospectus Supplement.

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.

            (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

            (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement.

            (i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

            Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

            Section 7. Closing Documents. The Closing Documents shall consist of
the following:

            (a) This Agreement duly executed by the Purchaser and the Seller.

            (b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

            (c) True, complete and correct copies of the Seller's articles of
organization and by-laws.

            (d) A certificate of good standing for the Seller from the Secretary
of State of New York dated not earlier than 30 days prior to the Closing Date.

            (e) A certificate of the Secretary or Assistant Secretary of the
Seller, dated the Closing Date, and upon which the Purchaser may rely, to the
effect that each individual who, as an officer or representative of the Seller,
signed this Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures.

            (f) An opinion of counsel (which, other than as to the opinion
described in paragraph (vi) below, may be in-house counsel) to the Seller, dated
the Closing Date, substantially to the effect of the following (with such
changes and modifications as the Purchaser may approve and subject to such
counsel's reasonable qualifications):

            (i) The Seller is validly existing under New York law and has full
      corporate power and authority to enter into and perform its obligations
      under this Agreement.

            (ii) This Agreement has been duly authorized, executed and delivered
      by the Seller.

            (iii) No consent, approval, authorization or order of any federal
      court or governmental agency or body is required for the consummation by
      the Seller of the transactions contemplated by the terms of this Agreement
      except any approvals as have been obtained.

            (iv) Neither the execution, delivery or performance of this
      Agreement by the Seller, nor the consummation by the Seller of any of the
      transactions contemplated by the terms of this Agreement (A) conflicts
      with or results in a breach or violation of, or constitute a default
      under, the organizational documents of the Seller, (B) to the knowledge of
      such counsel, constitutes a default under any term or provision of any
      material agreement, contract, instrument or indenture, to which the Seller
      is a party or by which it or any of its assets is bound or result in the
      creation or imposition of any lien, charge or encumbrance upon any of its
      property pursuant to the terms of any such indenture, mortgage, contract
      or other instrument, other than pursuant to this Agreement, or (C)
      conflicts with or results in a breach or violation of any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) To his or her knowledge, there are no legal or governmental
      actions, investigations or proceedings pending to which the Seller is a
      party, or threatened against the Seller, (a) asserting the invalidity of
      this Agreement or (b) which materially and adversely affect the
      performance by the Seller of its obligations under, or the validity or
      enforceability of, this Agreement.

            (vi) This Agreement is a valid, legal and binding agreement of the
      Seller, enforceable against the Seller in accordance with its terms,
      except as such enforcement may be limited by (1) laws relating to
      bankruptcy, insolvency, reorganization, receivership or moratorium, (2)
      other laws relating to or affecting the rights of creditors generally, (3)
      general equity principles (regardless of whether such enforcement is
      considered in a proceeding in equity or at law) or (4) public policy
      considerations underlying the securities laws, to the extent that such
      public policy considerations limit the enforceability of the provisions of
      this Agreement that purport to provide indemnification from liabilities
      under applicable securities laws.

            Such opinion may express its reliance as to factual matters on,
among other things specified in such opinion, the representations and warranties
made by, and on certificates or other documents furnished by officers of, the
parties to this Agreement.

            In rendering the opinions expressed above, such counsel may limit
such opinions to matters governed by the federal laws of the United States and
the corporate laws of the State of New York, as applicable.

            (g) Such other opinions of counsel as any Rating Agency may request
in connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or the Seller's execution and delivery of, or performance under, this Agreement.

            (h) A letter from Deloitte & Touche, certified public accountants,
dated the date hereof, to the effect that they have performed certain specified
procedures as a result of which they determined that certain information of an
accounting, financial or statistical nature set forth in the Memorandum and the
Prospectus Supplement agrees with the records of the Seller.

            (i) Such further certificates, opinions and documents as the
Purchaser may reasonably request.

            (j) An officer's certificate of the Purchaser, dated as of the
Closing Date, with the resolutions of the Purchaser authorizing the transactions
described herein attached thereto, together with certified copies of the
charter, by-laws and certificate of good standing of the Purchaser dated not
earlier than 30 days prior to the Closing Date.

            (k) Such other certificates of the Purchaser's officers or others
and such other documents to evidence fulfillment of the conditions set forth in
this Agreement as the Seller or its counsel may reasonably request.

            (l) An executed Bill of Sale in the form attached hereto as Exhibit
4.

            Section 8. Costs. The Seller shall pay the Purchaser the costs and
expenses as agreed upon by the Seller and the Purchaser in a separate Letter of
Understanding dated December 1, 2002.

            Section 9. Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Dean
Witter Capital I Inc., 1585 Broadway, New York, New York 10036, Attention:
Cecilia Tarrant, with a copy to Michelle Wilke (or such other address as may
hereafter be furnished in writing by the Purchaser), or (ii) if to the Seller,
addressed to the Seller at Teachers Insurance and Annuity Association of
America, 730 Third Avenue, New York, New York 10018, Attention: Associate
Director CMBS Marketing (or to such other address as the Seller may designate in
writing) with copies to the V.P. Mortgage and Real Estate Law.

            Section 10. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

            Section 11. Further Assurances. The Seller and the Purchaser each
agree to execute and deliver such instruments and take such actions as the other
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement and the Pooling and Servicing
Agreement.

            Section 12. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.

            Section 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

            Section 14. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to effect the purposes
of the Pooling and Servicing Agreement and, upon such assignment, the Trustee
shall succeed to the rights and obligations hereunder of the Purchaser. No owner
of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.

            Section 15. Miscellaneous. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
rights and obligations of the Seller under this Agreement shall not be assigned
by the Seller without the prior written consent of the Purchaser, except that
any person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller is a party, or any person succeeding to the entire business of the Seller
shall be the successor to the Seller hereunder.

            Section 16. Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.


            IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.

                                       TEACHERS INSURANCE AND ANNUITY
                                       ASSOCIATION OF AMERICA



                                       By: ___________________________________
                                           Name:
                                           Title:


                                       MORGAN STANLEY DEAN WITTER CAPITAL I INC.



                                       By: ___________________________________
                                           Name:
                                           Title:


<PAGE>

                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE

<TABLE>
<CAPTION>


LOAN      MORTGAGE LOAN   LOAN     PROPERTY                                                   ZIP    PROPERTY    PROPERTY
POOL NO.  SELLER          NUMBER   NAME                             CITY             STATE    CODE    TYPE       SUB-TYPE
------------------------------------------------------------------------------------------------------------------------------------
<C>      <C>          <C>          <S>                             <C>               <C>      <C>    <C>         <C>
9         TIAA           524100    Plantation Villa Apartments      Frisco             TX     75053  Multifamily  Garden
13        TIAA           501700    Heritage Shopping Center         Vancouver          WA     98682  Retail       Grocery Anchored
14        TIAA           503000    Terra Vista Village              Rancho Cucamonga   CA     91701  Retail       Anchored
26        TIAA           516100    Copans Business Park 1           Pompano Beach      FL     33064  Industrial   Warehouse
31        TIAA           517000    Uptown Queen Anne Apartments     Seattle            WA     98119  Multifamily  Garden
84        TIAA           514500    Westridge I Office Building      West Des Moines    IA     50266  Office       Suburban

<CAPTION>


LOAN                 ORIGINAL     CUT-OFF DATE      MASTER   MASTER SERVICING    PRIMARY      SUB-SERVICING  PRIMARY EXCESS
POOL NO.             BALANCE      BALANCE           FEE      EXCESS FEE          FEE            FEE            SERVICING
----------------------------------------------------------------------------------------------------------------------------
<C>                <C>            <C>                 <C>          <C>             <C>              <C>              <C>
9                  $17,325,000    $17,325,000         2            5               3                5                0
13                 $13,125,000    $12,994,476         2            5               3                5                0
14                 $11,500,000    $11,400,440         2            5               3                5                0
26                  $8,000,000     $7,959,685         2            5               3                5                0
31                  $7,000,000     $6,970,917         2            5               3                5                0
84                  $2,600,000     $2,553,821         2            5               3                5                0

TOTALS/WEIGHTED AVERAGES:  $59,550,000    $59,204,339
</TABLE>

<PAGE>







                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

            1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule is complete, true and correct in all material respects as of the
date of this Agreement and as of the Cut-Off Date.

            2. Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a
whole loan and not a participation interest in a mortgage loan. Immediately
prior to the transfer to the Purchaser of the Mortgage Loans, the Seller had
good title to, and was the sole owner of, each Mortgage Loan. The Seller has
full right, power and authority to transfer and assign each of the Mortgage
Loans to or at the direction of the Purchaser and (assuming that the Purchaser
has the capacity to acquire such Mortgage Loan) has validly and effectively
conveyed (or caused to be conveyed) to the Purchaser or its designee all of the
Seller's legal and beneficial interest in and to the Mortgage Loans free and
clear of any and all pledges, liens, charges, security interests and/or other
encumbrances. The sale of the Mortgage Loans to the Purchaser or its designee
does not require the Seller to obtain any governmental or regulatory approval or
consent that has not been obtained. None of the Mortgage Loan documents
restricts the Seller's right to transfer the Mortgage Loan to the Purchaser or
the Trustee.

            3. Payment Record. No scheduled payment of principal and interest
under any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and
no Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.

            4. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, and (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the value or current use or operation of the Mortgaged Property or the
current ability of the Mortgaged Property to generate operating income
sufficient to service the Mortgage Loan debt (the foregoing items (a) through
(d) being herein referred to as the "Permitted Encumbrances"). The related
Assignment of Mortgage executed and delivered in favor of the Trustee is in
recordable form and constitutes a legal, valid and binding assignment, and,
assuming that the assignee has the capacity to acquire such Mortgage, sufficient
to convey to the assignee named therein all of the assignor's right, title and
interest in, to and under such Mortgage. Such Mortgage, together with any
separate security agreements, chattel mortgages or equivalent instruments,
establishes and creates a valid and, subject to the exceptions set forth in
paragraph 13 below, enforceable security interest in favor of the holder thereof
in all of the related Mortgagor's personal property used in the operation of the
related Mortgaged Property. As of the Closing Date, Uniform Commercial Code
financing statements or continuation statements have been filed and/or recorded
in all places necessary to perfect and keep perfected, until additional actions
are required under the Uniform Commercial Code, a valid security interest in
such personal property, to the extent a security interest may be so created
therein, and such security interest is a first priority security interest,
subject to any prior purchase money security interest in such personal property
and any personal property leases applicable to such personal property, or the
failure to have filed and/or recorded Uniform Commercial Code financing
statements prior to the Closing Date will not have a material adverse effect on
the value of the Mortgaged Properties. Notwithstanding the foregoing, no
representation is made as to the perfection of any security interest in rents or
other personal property to the extent that possession or control of such items
or actions other than the filing of Uniform Commercial Code financing statements
are required in order to effect such perfection.

            5. Assignment of Leases and Rents. The Assignment of Leases related
to and delivered in connection with each Mortgage Loan establishes and creates a
valid and, subject to the exceptions set forth in paragraph 13 below,
enforceable first priority collateral assignment in the related Mortgagor's
interest in all leases, sub-leases, licenses or other agreements pursuant to
which any person is entitled to occupy, use or possess all or any portion of the
real property subject to the related Mortgage, subject to legal limitations of
general applicability to commercial mortgage loans similar to the Mortgage Loan,
and the Mortgagor and each assignor of such Assignment of Leases to the Seller
have the full right to assign the same. The related assignment of any Assignment
of Leases not included in a Mortgage has been executed and delivered in favor of
the Trustee and is in recordable form and constitutes a legal, valid and binding
assignment, sufficient to convey to the assignee named therein (assuming that
the assignee has the capacity to acquire such Assignment of Leases) all of the
assignor's right, title and interest in, to and under such Assignment of Leases.

            6. Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or (except for Permitted Encumbrances)
subordinated in whole or in part, and the related Mortgaged Property has not
been released from the lien of such Mortgage, in whole or in part, nor has any
instrument been executed that would effect any such satisfaction, cancellation,
subordination (except for Permitted Encumbrances), rescission or release, in any
manner that, in each case, materially and adversely affects the value of the
related Mortgaged Property except for any partial reconveyances of real property
that are included in the related Mortgage File. None of the terms of any
Mortgage Note, Mortgage or Assignment of Leases has been impaired, waived in any
material respect, altered or modified in any respect, except by written
instruments, all of which are included in the related Mortgage File and none of
the mortgage loans have been modified since October 7, 2002.

            7. Condition of Property; Condemnation. A property inspection report
was prepared in connection with the origination of each Mortgage Loan (except in
certain cases where the Mortgaged Property was newly constructed). With respect
to each Mortgaged Property securing a Mortgage Loan that was the subject of a
property inspection report or a Certificate of Substantial Completion or an
Architect's Certificate of Completion prepared on or after June 1, 2001, other
than as disclosed in such property inspection report or Certificate of
Substantial Completion or an Architect's Certificate of Completion, each such
Mortgaged Property is, to the Seller's knowledge, free and clear of any damage
(or adequate reserves therefor have been established) that would materially and
adversely affect its value as security for the related Mortgage Loan.

            With respect to the Mortgaged Properties for which property
inspection reports, Certificates of Substantial Completion or Architect's
Certificate of Completion were prepared prior to June 1, 2001, (a) such
Mortgaged Property is (i) free and clear of any damage that would materially and
adversely affect its value as security for the related Mortgage Loan; and (ii)
in good repair and condition so as not to materially and adversely affect its
value as security for the related Mortgage Loan; and (b) all building systems
contained on such Mortgaged Property are in good working order so as not to
materially and adversely affect its value as security for the related Mortgage
Loan or, in the case of (a) and (b) adequate reserves therefor have been
established or other resources are available.

            The Seller has received no notice of the commencement of any
proceeding for the condemnation of all or any material portion of any Mortgaged
Property. To the Seller's knowledge (based on surveys and/or title insurance
obtained in connection with the origination of the Mortgage Loans), as of the
date of the origination of each Mortgage Loan, all of the material improvements
on the related Mortgaged Property that were considered in determining the value
of the Mortgaged Property lay wholly within the boundaries of such property,
except for encroachments that are insured against by the lender's title
insurance policy referred to herein or that do not materially and adversely
affect the value or marketability of such Mortgaged Property, and no
improvements on adjoining properties materially encroached upon such Mortgaged
Property so as to materially and adversely affect the value or marketability of
such Mortgaged Property, except those encroachments that are insured against by
the Title Policy referred to herein.

            8. Title Insurance. Each Mortgaged Property is covered by an
American Land Title Association (or an equivalent form of) lender's title
insurance policy or pro forma policy (the "Title Policy") in the original
principal amount of the related Mortgage Loan after all advances of principal.
Each Title Policy insures that the related Mortgage is a valid first priority
lien on such Mortgaged Property, subject only to the Permitted Encumbrances
stated therein (or a marked up title insurance commitment or pro forma policy
marked as binding and counter-signed by the title insurer or its authorized
agent on which the required premium has been paid exists which evidences that
such Title Policy will be issued). Each Title Policy (or, if it has yet to be
issued, the coverage to be provided thereby) is in full force and effect, all
premiums thereon have been paid, no material claims have been made thereunder
and no claims have been paid thereunder. No holder under the related Mortgage
has done, by act or omission, anything that would materially impair the coverage
under such Title Policy. Immediately following the transfer and assignment of
the related Mortgage Loan to the Trustee, such Title Policy (or, if it has yet
to be issued, the coverage to be provided thereby) will inure to the benefit of
the Trustee without the consent of or notice to the insurer. To the Seller's
knowledge, the insurer issuing such Title Policy is qualified to do business in
the jurisdiction in which the related Mortgaged Property is located.

            9. No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement and as to disbursements of any funds
escrowed for such purpose that were to have been complied with on or before the
Closing Date have been complied with, or any such funds so escrowed have not
been released.

            10. Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary and
enforceable provisions (subject to the exceptions set forth in paragraph 13),
including foreclosure, such as to render the rights and remedies of the holder
thereof adequate for the practical realization against the related Mortgaged
Property of the principal benefits of the security intended to be provided
thereby. The related Mortgage Loan documents provide for the appointment of a
receiver of rents following an event of default under such loan documents, to
the extent available under applicable law.

            11. Trustee under Deed of Trust. If any Mortgage is a deed of trust,
(a) a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (b) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.

            12. Environmental Conditions. An environmental site assessment
meeting ASTM standards and assessing all hazards generally assessed for similar
properties (as of the date of such assessment), including type, use and tenants
for such similar properties ("Environmental Report") was performed with respect
to each Mortgaged Property in connection with the origination or securitization
of each Mortgage Loan.

            (a) With respect to the Mortgaged Properties for which the
Environmental Reports were prepared on or after June 1, 2001, other than as
disclosed in the related Environmental Report therefor, to the Seller's
knowledge, (X) no Hazardous Material is present on such Mortgaged Property, such
that (1) the value, use or operations of such Mortgaged Property is materially
and adversely affected, or (2) under applicable federal, state or local law, (i)
such Hazardous Material could be required to be eliminated, remediated or
otherwise responded to at a cost or in a manner materially and adversely
affecting the value, use or operations of the Mortgaged Property before such
Mortgaged Property could be altered, renovated, demolished or transferred or
(ii) the presence of such Hazardous Material could (upon action by the
appropriate governmental authorities) subject the owner of such Mortgaged
Property, or the holders of a security interest therein, to liability for the
cost of eliminating, remediating or otherwise responding to such Hazardous
Material or the hazard created thereby at a cost or in a manner materially and
adversely affecting the value, use or operations of the Mortgaged Property, and
(Y) such Mortgaged Property is in material compliance with all applicable
federal, state and local laws and regulations pertaining to Hazardous Materials
or environmental hazards, any noncompliance with such laws or regulations does
not have a material adverse effect on the value, use or operations of such
Mortgaged Property and neither Seller nor, to the Seller's knowledge, the
related Mortgagor or any current tenant thereon, has received any notice of any
violation or potential violation of any such law or regulation. With respect to
any condition disclosed in an Environmental Report, which condition constituted
a violation of applicable laws or regulations or would materially and adversely
affect the value, use or operations of the related Mortgaged Property if not
remedied, such condition has either been satisfactorily remedied, consistent
with prudent commercial mortgage lending practices, or the applicable loan
documents contain provisions which address such condition to the satisfaction of
the Seller, consistent with prudent commercial mortgage lending practices, and
adequate funding or resources, consistent with prudent commercial mortgage
lending practices, were available to remedy or otherwise respond to such
condition.

            (b) With respect to the remaining Mortgaged Properties for which the
Environmental Reports were prepared prior to June 1, 2001, (X) no Hazardous
Material is present on such Mortgaged Property, such that (1) the value, use or
operations of such Mortgaged Property is materially and adversely affected, or
(2) under applicable federal, state or local law and regulations, (a) such
Hazardous Material could be required to be eliminated, remediated or otherwise
responded to at a cost or in a manner materially and adversely affecting the
value, use or operations of the Mortgaged Property before such Mortgaged
Property could be altered, renovated, demolished or transferred or (b) the
presence of such Hazardous Material could (upon action by the appropriate
governmental authorities) subject the owner of such Mortgaged Property, or the
holders of a security interest therein, to liability for the cost of
eliminating, remediating or otherwise responding to such Hazardous Material or
the hazard created thereby at a cost or in a manner materially and adversely
affecting the value, use or operations of the Mortgaged Property, and (Y) such
Mortgaged Property is in material compliance with all applicable federal, state
and local laws and regulations pertaining to Hazardous Materials or
environmental hazards, any noncompliance with such laws or regulations does not
have a material adverse effect on the value, use or operations of such Mortgaged
Property and neither Seller nor, to the Seller's knowledge, the related
Mortgagor or any current tenant thereon, has received any notice of any
violation or potential violation of any such law or regulation. With respect to
any condition disclosed in an Environmental Report, which condition constituted
a violation of applicable laws or regulations or would materially and adversely
affect the value, use or operations of the related Mortgaged Property if not
remedied, such condition has either been satisfactorily remedied, consistent
with prudent commercial mortgage lending practices, or the applicable loan
documents contain provisions which address such condition to the satisfaction of
the Seller, consistent with prudent commercial mortgage lending practices, and
adequate funding or resources, consistent with prudent commercial mortgage
lending practices, were available to remedy or otherwise respond to such
condition.

            (c) Reserved.

            (d) Each Mortgage requires the related Mortgagor to comply with all
applicable federal, state and local environmental laws and regulations.

            (e) In the case of each Mortgage Loan set forth on Schedule 1 to
this Exhibit 2, (i) such Mortgage Loan is the subject of a secured creditor
impaired property policy or a commercial real estate pollution liability policy,
issued by the issuer set forth on Schedule 1 (the "Policy Issuer") and effective
as of the date thereof (the "Environmental Insurance Policy"), (ii) the
Environmental Insurance Policy is in full force and effect, (iii) on the
effective date of the Environmental Insurance Policy, Seller as originator had
no knowledge of any material and adverse environmental condition or circumstance
affecting the Mortgaged Property that was not disclosed to the Policy Issuer in
one or more of the following: (a) the application for insurance, (b) a borrower
questionnaire that was provided to the Policy Issuer or (c) an engineering or
other report provided to the Policy Issuer and (iv) the premium of any
Environmental Insurance Policy has been paid through the term of such policy.

            "Hazardous Materials" means gasoline, petroleum products,
explosives, radioactive materials, polychlorinated biphenyls or related or
similar materials, and any other substance, material or waste as may be defined
as a hazardous or toxic substance, material or waste by an federal, state or
local environmental law, ordinance, rule, regulation or order, including without
limitation, the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended (42 U.S.C.ss.ss.9601 et seq.), the Hazardous Materials
Transportation Act, as amended (49 U.S.C.ss.ss. 1801 et seq.), the Resource
Conservation and Recovery Act, as amended (42 U.S.C.ss.ss.6901 et seq.), the
Federal Water Pollution Control Act, as amended (33 U.S.C.ss.ss.1251 et seq.),
the Clean Air Act, as amended (42 U.S.C.ss.ss.7401 et seq.), and any regulations
promulgated pursuant thereto.

            13. Loan Document Status. Each Mortgage Note, Mortgage and other
agreement that evidences or secures such Mortgage Loan and that was executed by
or on behalf of the related Mortgagor is the legal, valid and binding obligation
of the maker thereof (subject to any non-recourse provisions contained in any of
the foregoing agreements and any applicable state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except with respect to provisions relating to default interest, yield
maintenance charges and prepayment premiums and as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law) and, to the Seller's knowledge, there is no
valid defense, counterclaim or right of offset or rescission available to the
related Mortgagor with respect to such Mortgage Note, Mortgage or other
agreements.

            14. Insurance. Each Mortgaged Property is required (or the holder of
the Mortgage can require) pursuant to the related Mortgage to be, and at
origination the Seller received evidence that such Mortgaged Property was,
insured by (a) a fire and extended perils insurance policy providing coverage
against loss or damage sustained by reason of fire, lightning, hail, windstorm
(with respect to the Mortgage Loans set forth on Schedule 2 attached hereto),
explosion, riot, riot attending a strike, civil commotion, aircraft, vehicles
and smoke, and, to the extent required as of the date of origination by the
originator of such Mortgage Loan consistent with its normal commercial mortgage
lending practices, against other risks insured against by persons operating like
properties in the locality of the Mortgaged Property, in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements on the Mortgaged Property, and with no
provisions for a deduction for depreciation in respect of awards for the
reconstruction of the improvements, and not less than the amount necessary to
avoid the operation of any co-insurance provisions with respect to the Mortgaged
Property; (b) a business interruption or rental loss insurance policy or
coverage, in an amount at least equal to nine (9) months of operations of the
Mortgaged Property; and (c) a flood insurance policy (if any portion of
buildings or other structures (excluding parking) on the Mortgaged Property are
located in an area identified by the Federal Emergency Management Agency
("FEMA") as a special flood hazard area (which "special flood hazard area" does
not include areas designated by FEMA as Zones B, C or X)). For each Mortgaged
Property located in a Zone 3 or Zone 4 seismic zone, either: (i) a seismic
report which indicated a PML of less than 20% was prepared, based on a 450 or
475-year lookback with a 10% probability of exceedance in a 50-year period, at
origination for such Mortgaged Property or (ii) the improvements for the
Mortgaged Property are insured against earthquake damage. With respect to each
Mortgaged Property, such Mortgaged Property is required pursuant to the related
Mortgage to be (or the holder of the Mortgage can require that the Mortgaged
Property be), and at origination the Seller received evidence that such
Mortgaged Property was, insured by a commercial general liability insurance
policy in amounts as are generally required by commercial mortgage lenders for
similar properties, and in any event not less than $1 million per occurrence.
Under such insurance policies either (A) the Seller is named as mortgagee under
a standard mortgagee clause or (B) the Seller is named as an additional insured,
and is entitled to receive prior notice as the holder of the Mortgage of
termination or cancellation. No such notice has been received, including any
notice of nonpayment of premiums, that has not been cured. Each Mortgage
obligates the related Mortgagor to maintain or cause to be maintained all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain or to cause to be maintained such insurance at the
Mortgagor's cost and expense and to seek reimbursement therefor from such
Mortgagor. Each Mortgage Loan provides that casualty insurance proceeds will be
applied either to the restoration or repair of the related Mortgaged Property or
to the reduction of the principal amount of the Mortgage Loan. Each Mortgage
provides that any related insurance proceeds, other than for a total loss or
taking, will be applied either to the repair or restoration of all or part of
the related Mortgaged Property, with the mortgagee or a trustee appointed by the
mortgagee having the right to hold and disburse such proceeds as the repair or
restoration progresses (except in such cases where a provision entitling another
party to hold and disburse such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender), or to the payment of the
outstanding principal balance of the Mortgage Loan together with any accrued
interest thereon, and any insurance proceeds in respect of a total or
substantially total loss or taking may be applied either to payment of
outstanding principal and interest on the Mortgage Loan (except as otherwise
provided by law) or to rebuilding of the Mortgaged Property.

            15. Taxes and Assessments and Ground Lease Rents. As of the Closing
Date, there are no delinquent taxes, assessments or other outstanding charges
affecting any Mortgaged Property that are or may become a lien of priority equal
to or higher than the lien of the related Mortgage. For purposes of this
representation and warranty, real property taxes and assessments shall be
considered delinquent commencing from the date on which interest or penalties
would be first payable thereon. As of the Closing Date, there are no delinquent
rents on any ground leases for any Mortgaged Property.

            16. Mortgagor Bankruptcy. No Mortgagor is a debtor in any state or
federal bankruptcy or insolvency proceeding and no Mortgaged Property or any
portion thereof is subject to a plan in any such proceeding.

            17. Leasehold Estate. Each Mortgaged Property consists of the
related Mortgagor's fee simple estate in real estate (the "Fee Interest") or the
related Mortgage Loan is secured in whole or in part by the interest of the
related Mortgagor as a lessee under a ground lease of the Mortgaged Property (a
"Ground Lease"), and if secured in whole or in part by a Ground Lease, either
(1) the ground lessor's fee interest is subordinated to the lien of the Mortgage
and the Mortgage will not be subject to any lien or encumbrances on the ground
lessor's fee interest, other than Permitted Encumbrances, and the holder of the
Mortgage is permitted to foreclose the ground lessor's fee interest within a
commercially reasonable time period or (2) the following apply to such Ground
Lease:

            (a) Such Ground Lease or a memorandum thereof has been or will be
      duly recorded; such Ground Lease (or the related estoppel letter or lender
      protection agreement between the Seller and related lessor) permits the
      interest of the lessee thereunder to be encumbered by the related
      Mortgage; does not restrict the use of the related Mortgaged Property by
      the lessee or its permitted successors and assigns in a manner that would
      materially and adversely affect the security provided by the related
      Mortgage; and, to the knowledge of the Seller, there has been no material
      change in the payment terms of such Ground Lease since the origination of
      the related Mortgage Loan, with the exception of material changes
      reflected in written instruments that are a part of the related Mortgage
      File;

            (b) The lessee's interest in such Ground Lease is not subject to any
      liens or encumbrances superior to, or of equal priority with, the related
      Mortgage, other than the ground lessor's related fee interest and
      Permitted Encumbrances;

            (c) The Mortgagor's interest in such Ground Lease is assignable to
      the Purchaser and its successors and assigns upon notice to, but (except
      in the case where such consent cannot be unreasonably withheld) without
      the consent of, the lessor thereunder (or, if such consent is required, it
      has been obtained prior to the Closing Date) and, in the event that it is
      so assigned, is further assignable by the Purchaser and its successors and
      assigns upon notice to, but without the need to obtain the consent of,
      such lessor (except in the case where such consent cannot be unreasonably
      withheld);

            (d) Such Ground Lease is in full force and effect, and the Seller
      has received no notice that an event of default has occurred thereunder,
      and, to the Seller's knowledge, there exists no condition that, but for
      the passage of time or the giving of notice, or both, would result in an
      event of default under the terms of such Ground Lease;

            (e) Such Ground Lease, or an estoppel letter or other agreement,
      requires the lessor under such Ground Lease to give notice of any material
      default by the lessee to the mortgagee (concurrent with notice given to
      the lessee), provided that the mortgagee has provided the lessor with
      notice of its lien in accordance with the provisions of such Ground Lease,
      and such Ground Lease, or an estoppel letter or other agreement, further
      provides that no notice of termination given under such Ground Lease is
      effective against the mortgagee unless a copy has been delivered to the
      mortgagee. The Seller has provided the lessor under the Ground Lease with
      notice of the Seller's lien on the Mortgaged Property in accordance with
      the provisions of such Ground Lease;

            (f) A mortgagee is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under such Ground Lease) to cure any default under such Ground
      Lease, which is curable after the receipt of notice of any such default,
      before the lessor thereunder may terminate such Ground Lease by reason of
      such default;

            (g) Such Ground Lease has an original term, along with any
      extensions set forth in such Ground Lease, not less than 10 years beyond
      the full amortization term of the Mortgage Loan;

            (h) Under the terms of such Ground Lease and the related Mortgage,
      taken together, any related insurance proceeds, other than for a total
      loss or taking, will be applied either to the repair or restoration of all
      or part of the related Mortgaged Property, with the mortgagee or a trustee
      appointed by the mortgagee having the right to hold and disburse such
      proceeds as the repair or restoration progresses (except in such cases
      where a provision entitling another party to hold and disburse such
      proceeds would not be viewed as commercially unreasonable by a prudent
      commercial mortgage lender), or to the payment of the outstanding
      principal balance of the Mortgage Loan together with any accrued interest
      thereon, and any insurance proceeds in respect of a total or substantially
      total loss or taking may be applied either to payment of outstanding
      principal and interest on the Mortgage Loan (except as otherwise provided
      by law) or to rebuilding of the Mortgaged Property;

            (i) Such Ground Lease does not impose any restrictions on subletting
      which would be viewed, as of the date of origination of the related
      Mortgage Loan, as commercially unreasonable by the Seller; and such Ground
      Lease contains a covenant that the lessor thereunder is not permitted, in
      the absence of an uncured default, to disturb the possession, interest or
      quiet enjoyment of any subtenant of the lessee, or in any manner, which
      would materially and adversely affect the security provided by the related
      Mortgage;

            (j) Such Ground Lease or an estoppel or other agreement requires the
      lessor to enter into a new lease with the Seller or its successors or
      assigns under terms which do not materially vary from the economic terms
      of the Ground Lease, in the event of a termination of the Ground Lease by
      reason of a default by the Mortgagor under the Ground Lease, including
      rejection of the Ground Lease in a bankruptcy proceeding; and

            (k) Such Ground Lease may not be materially amended, modified or,
      except in the case of a default, cancelled or terminated without the prior
      written consent of the holder of the Mortgage Loan, and any such action
      without such consent is not binding on such holder, including any increase
      in the amount of rent payable by the lessee thereunder during the term of
      the Mortgage Loan.

            18. Escrow Deposits. All escrow deposits and payments relating to
each Mortgage Loan that are, as of the Closing Date, required to be deposited or
paid have been so deposited or paid, and those escrow deposits and payments are
under control of the Seller or its agents.

            19. LTV Ratio. The gross proceeds of each Mortgage Loan to the
related Mortgagor at origination did not exceed the non-contingent principal
amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an
interest in real property having a fair market value (i) at the date the
Mortgage Loan was originated, at least equal to 80 percent of the original
principal balance of the Mortgage Loan or (ii) at the Closing Date, at least
equal to 80 percent of the principal balance of the Mortgage Loan on such date;
provided that for purposes hereof, the fair market value of the real property
interest must first be reduced by (x) the amount of any lien on the real
property interest that is senior to the Mortgage Loan and (y) a proportionate
amount of any lien that is in parity with the Mortgage Loan (unless such other
lien secures a Mortgage Loan that is cross-collateralized with such Mortgage
Loan, in which event the computation described in clauses (a)(i) and (a)(ii) of
this paragraph 19 shall be made on a pro rata basis in accordance with the fair
market values of the Mortgaged Properties securing such cross-collateralized
Mortgage Loans); or (b) substantially all the proceeds of such Mortgage Loan
were used to acquire, improve or protect the real property that served as the
only real property collateral for such Mortgage Loan (other than a recourse
feature or other third party credit enhancement within the meaning of Treasury
Regulations Section 1.860G-2(a)(1)(ii)).

            20. Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

            21. Advancement of Funds by the Seller. No holder of a Mortgage Loan
has advanced funds, or induced, solicited or knowingly received any advance of
funds from a party other than the owner of the related Mortgaged Property (or
any tenant required to make its lease payments directly to the holder of the
related Mortgage Loan), directly or indirectly, for the payment of any amount
required by such Mortgage Loan.

            22. No Mechanics' Liens. As of the applicable Mortgage Loan
origination date, and to the Seller's knowledge as of the Closing Date, each
Mortgaged Property is free and clear of any and all mechanics' and materialmen's
liens that are prior or equal to the lien of the related Mortgage and no rights
are outstanding that under law could give rise to any such lien that would be
prior or equal to the lien of the related Mortgage except, in each case, for
liens insured against by the Title Policy referred to herein, or, if any such
liens existing as of the Closing Date are not insured against by the Title
Policy referred to herein, such liens will not have a material adverse effect on
the value of the related Mortgaged Property.

            23. Compliance with Usury Laws. Each Mortgage Loan complied with all
applicable usury laws in effect at its date of origination.

            24. Cross-collateralization. No Mortgage Loan is
cross-collateralized or cross-defaulted with any loan other than one or more
other Mortgage Loans.

            25. Releases of Mortgaged Property. No Mortgage Note or Mortgage
requires the mortgagee to release all or any material portion of the related
Mortgaged Property that was included in the valuation for such Mortgaged
Property, and/or generates income, from the lien of the related Mortgage except
upon payment in full of all amounts due under the related Mortgage Loan, or upon
satisfaction of the defeasance provisions of such Mortgage Loan, other than the
Mortgage Loans that require the mortgagee to grant a release of a portion of the
related Mortgaged Property upon (a) the satisfaction of certain legal and
underwriting requirements where the portion of the related Mortgaged Property
permitted to be released was not considered by the Seller to be material in
underwriting the Mortgage Loan or, in the case of a substitution, where the
Mortgagor is entitled to substitute a replacement parcel at its unilateral
option upon the satisfaction of specified conditions, and/or (b) the payment of
a release price and prepayment consideration in connection therewith, consistent
with the Seller's normal commercial mortgage lending practices (and in both (a)
and (b), any release of the Mortgaged Property has been reflected in the
Mortgage Loan Schedule). Except as described in the prior sentence (other than
with respect to defeasance and substitution), no Mortgage Loan permits the full
or partial release or substitution of collateral unless (1) the mortgagor is
entitled to substitute a replacement parcel at its unilateral option upon
satisfaction of specified conditions, and (2) the mortgagee or servicer can
require the Mortgagor to provide an opinion of tax counsel to the effect that
such release or substitution of collateral (a) would not constitute a
"significant modification" of such Mortgage Loan within the meaning of Treas.
Reg. ss.1.1001-3 and (b) would not cause such Mortgage Loan to fail to be a
"qualified mortgage" within the meaning of Section 860G(a)(3)(A) of the Code.
The loan documents with respect to each Mortgage Loan require the related
Mortgagor to bear the cost of such opinion.

            26. No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization or for any contingent or additional interest in the form of
participation in the cash flow of the related Mortgaged Property.

            27. No Material Default. There exists no material default, breach,
violation or event giving the lender the right to accelerate the Mortgage Loan
(and, to the Seller's knowledge, no event has occurred which, with the passage
of time or the giving of notice, or both, would constitute any of the foregoing)
under the documents evidencing or securing the Mortgage Loan, in any such case
to the extent the same materially and adversely affects the value of the
Mortgage Loan and the related Mortgaged Property; provided, however, that this
representation and warranty does not address or otherwise cover any default,
breach, violation or event of acceleration that specifically pertains to any
matter otherwise covered by any other representation and warranty made by the
Seller in any of paragraphs 3, 7, 12, 14, 15, 16, 17, 18, 22 and 30 of this
Exhibit 2.

            28. Inspections. The Seller (or if the Seller is not the originator,
the originator of the Mortgage Loan) has inspected or caused to be inspected
each Mortgaged Property in connection with the origination of the related
Mortgage Loan.

            29. Local Law Compliance. To the best of Seller's knowledge, based
on due diligence performed at origination that was considered reasonable by
prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal or internal or external market study performed at origination.

            30. Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien junior to the lien of the related Mortgage.

            31. Actions Concerning Mortgage Loans. To the knowledge of the
Seller, there are no actions, suits or proceedings before any court,
administrative agency or arbitrator concerning any Mortgage Loan, Mortgagor or
related Mortgaged Property that could reasonably be expected to adversely affect
title to the Mortgaged Property or the validity or enforceability of the related
Mortgage or that could reasonably be expected to materially and adversely affect
the value of the Mortgaged Property as security for the Mortgage Loan or the use
for which the premises were intended.

            32. Servicing. The servicing and collection practices used by the
Seller or any prior holder or servicer of each Mortgage Loan have been in all
material respects legal, proper and prudent and have met customary industry
standards utilized by commercial lending institutions in the area where the
related Mortgaged Property is located.

            33. Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan, and to Seller's
knowledge, as of the Closing Date, based on servicing procedures customarily
performed in the Seller's servicing of the Mortgage Loans during the period in
which Seller owned each such Mortgage Loan, the related Mortgagor was in
possession of all material licenses, permits and franchises required by
applicable law for the ownership and operation of the related Mortgaged Property
as it was then operated.

            34. Collateral in Trust. The Mortgage Note for each Mortgage Loan is
not secured by a pledge of any collateral that has not been assigned to the
Purchaser.

            35. Due on Sale/Due on Encumbrance. Each Mortgage Loan contains a
"due on sale" clause, which provides for the acceleration of the payment of the
unpaid principal balance of the Mortgage Loan if, without prior written consent
of the holder of the Mortgage, the property subject to the Mortgage or any
material portion thereof, is transferred, sold or encumbered by a junior
mortgage or deed of trust; provided, however, that certain Mortgage Loans
provide a mechanism for the assumption of the loan by a third party upon the
Mortgagor's satisfaction of certain conditions precedent, and upon payment of a
transfer fee, if any, or transfer of interests in the Mortgagor or constituent
entities of the Mortgagor to a third party or parties related to the Mortgagor
upon the Mortgagor's satisfaction of certain conditions precedent.

            36. Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan either provide that (a) such Mortgage Loan is fully recourse to
the Mortgagor or (b) such Mortgage Loan constitutes the non-recourse obligations
of the related Mortgagor and non-recourse guarantors, if any, except that either
(i) such provision does not apply in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents or (ii) such documents provide that the Mortgagor
shall be liable to the holder of the Mortgage Loan for losses incurred as a
result of fraud by the Mortgagor. Except as set forth on Schedule 3 attached
hereto, either the Mortgagor or a guarantor with respect to each Mortgage Loan
is a natural person.

            37. Underwriting Policies. Each Mortgage Loan was either originated
by the Seller or an affiliate thereof, and each such origination of a Mortgage
Loan substantially complied with the Seller's underwriting policies in effect as
of such Mortgage Loan's origination date.

            38. REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage"
as such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages). Each Mortgaged Property will qualify as
foreclosure property within the meaning of Section 856(e) of the Code if
obtained by foreclosure or deed in lieu of foreclosure.

            39. Reserved.

            40. Prepayment Penalties. Each prepayment penalty or yield
maintenance premium is consistent with those charged by the Seller in its
customary lending practices with respect to loans of the size and character of
the Mortgage Loans.

            41. Loan Provisions. No Mortgage Loan contains a provision that by
its terms would automatically or at the unilateral option of the Mortgagor cause
such Mortgage Loan not be a "qualified mortgage" as such term is defined in
Section 860G(a)(3) of the Code.

            42. Single Purpose Entity. The Mortgagor on each Mortgage Loan
listed on Schedule 4 attached hereto, was, as of the origination of the Mortgage
Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall
mean an entity, other than an individual, whose organizational documents provide
(or which entity covenanted in the Mortgage Loan documents) substantially to the
effect that it was formed or organized solely for the purpose of owning and
operating one or more of the Mortgaged Properties securing the Mortgage Loans
and prohibit it from engaging in any business unrelated to such Mortgaged
Property or Properties, and whose organizational documents further provide, or
which entity represented or covenanted in the related Mortgage Loan documents,
substantially to the effect that it does not have (or will not obtain) any
assets other than those related to its interest in and operation of such
Mortgaged Property or Properties, or any indebtedness other than as permitted by
the related Mortgage(s) or the other related Mortgage Loan documents, that it
has its own books and records and accounts separate and apart from any other
person, and that it holds itself out as a legal entity, separate and apart from
any other person.

            43. Defeasance and Assumption Costs. If the related Mortgage Loan
Documents provide for defeasance, such documents provide that the related
Mortgagor is responsible for the payment of all reasonable costs and expenses of
Lender incurred in connection with the defeasance of such Mortgage Loan and the
release of the related Mortgaged Property. The related Mortgage Loan Documents
require the related Mortgagor to pay all reasonable costs and expenses of Lender
associated with the approval of an assumption of such Mortgage Loan.

            44. Defeasance. No Mortgage Loan provides that it can be defeased
prior to the date that is two years after the Closing Date.

            45. Confidentiality. There are no provisions in any Note, Mortgage
or related loan documents with respect to any Mortgage Asset, nor any other
agreements or enforceable understandings with any Mortgagor, Mortgagor principal
or guarantor, which restrict the dissemination of information regarding any
Mortgagor, Mortgagor principal, guarantor or Mortgaged Property by the owner or
holder of the Mortgage Asset or requires such owner or holder to treat any
information regarding any Mortgagor, Mortgagor principal, guarantor or Mortgaged
Property as confidential.

            46. Terrorism Insurance Summary Report. The information set forth on
Schedule 5 hereto, was true and correct in all material respects as of November
25, 2002.

<PAGE>

                 Schedule 1 to Mortgage Loan Purchase Agreement
                       (Environmental Insurance Policies)

            As required by representation number 12(e) (Environmental
Conditions), the following is a list of Mortgage Loans that are the subject of a
secured creditor impaired property policy or a commercial real estate pollution
liability policy:

            None

<PAGE>

                 Schedule 2 to Mortgage Loan Purchase Agreement
                              (Windstorm Insurance)

            As required by representation number 14 (Insurance), the following
is a list of Mortgage Loans for which the applicable Seller received evidence at
origination that the related Mortgaged Property was insured by a fire and
extended perils insurance policy providing coverage for windstorm:

            None

<PAGE>

                 Schedule 3 to Mortgage Loan Purchase Agreement
                         (Non-Natural Person Guarantors)

            As required by representation number 36 (Non-Recourse Exceptions),
the following is a list of Mortgage Loans for which either the Mortgagor or a
guarantor with respect to the related Mortgage Loan is not a natural person:

Loan No.      Property
--------------------------------------------------------------------------------


9           Plantation Villa Apartments

13          Heritage Shopping Center

14          Terra Vista Village

26          Copans Business Park 1

31          Uptown Queen Anne Apartments

84          Westridge I Office Building

<PAGE>

                 Schedule 4 to Mortgage Loan Purchase Agreement
                            (Single Purpose Entities)

            As required by representation number 42 (Single Purpose Entities),
the following is a list of Mortgage Loans for which the related Mortgagor was,
as of the origination date, a Single Purpose Entity:

Loan No.    Property
--------------------------------------------------------------------------------

9           Plantation Villa Apartments

13          Heritage Shopping Center

14          Terra Vista Village

26          Copans Business Park 1

31          Uptown Queen Anne Apartments

84          Westridge I Office Building

<PAGE>

                 Schedule 5 to Mortgage Loan Purchase Agreement
                      (Terrorism Insurance Summary Report)

As required by representation number 46 (Terrorism Insurance Summary Report),
the following is a summary of the Terrorism Insurance with respect to the
Mortgage Loans:


<TABLE>
       2002-IQ3

       Terrorism Insurance

       As of 12/9/02
----------------------------------------------------------------------------------------------------------------------------------
 LOAN
 TAB                INTERNAL
 NO.     SELLER     LOAN ID    PROPERTY NAME                   PROPERTY ADDRESS                BORROWER NAME
----------------------------------------------------------------------------------------------------------------------------------
<S>       <C>        <C>       <C>                             <C>                             <C>
          TIAA       501700    Heritage Shopping Center        6700 NE 162nd Avenue            162nd & Fourth Plain, LLC
----------------------------------------------------------------------------------------------------------------------------------
          TIAA       503000    Terra Vista Village             7201-7269 Haven Ave. &
                                                               10540-10549 Baseline Rd.        LDC Terra Vista Village, LLC
----------------------------------------------------------------------------------------------------------------------------------
          TIAA       514500    Westridge I Office Building     3001 Westown Parkway            Westridge I, L.L.C.
----------------------------------------------------------------------------------------------------------------------------------
          TIAA       516100    Copans Business Park 1          1501 & 1551 West Copans Road    Copans (Phase I) Associates, LTD.
----------------------------------------------------------------------------------------------------------------------------------
          TIAA       517000    Uptown Queen Anne Apartments    315 First Avenue West           Odegard/Gockel Investments, LLC
----------------------------------------------------------------------------------------------------------------------------------
          TIAA       524100    Plantation Villa Apartments     11700 Lebanon Road              BES Plantation Fund II, LLC, et al
----------------------------------------------------------------------------------------------------------------------------------
-12/9:PER                                                                                      TOTAL-ORIGINAL PRINCIPAL
----------------------------------------------------------------------------------------------------------------------------------
                     12/9: per Chad Thomas-Passage of Bill                                     % W/O TERRORISM INS
                     states that the earliest Borrower could
                     have Terrorism excluded from the Policy
                     would be 90 days from 11/26/02-i.e.
                     loans are covered until such time as
                     Borrower sign an exclusion disclosure
                     or do not pay the add'l premium, if
                     any.
------------------------------------------------------------------------------------------------------------------------------------
                                                                                               Total Loans Renewal Info. Not
                                                                                               Provided for terms expiring year end
                                                                                               2002
------------------------------------------------------------------------------------------------------------------------------------


<CAPTION>

       2002-IQ3

       Terrorism Insurance

       As of 12/9/02

Table Continued
------------------------------------------------------------------------------------------------------
 LOAN       ORIGINAL       CUT-OFF
 TAB       PRINCIPAL        DATE
 NO.        BALANCE        BALANCE       MORTGAGE LOAN BORROWER                 PROPERTY
------------------------------------------------------------------------------------------------------
<S>        <C>          <C>           <C>                                <C>
           $13,125,000  $12,994,476   162nd & Fourth Plain, LLC           Heritage Shopping Center
------------------------------------------------------------------------------------------------------

           $11,500,000  $11,400,440   LDC Terra Vista Village, LLC        Terra Vista Village
------------------------------------------------------------------------------------------------------
            $2,600,000   $2,553,821                                       Westridge I Office Building
------------------------------------------------------------------------------------------------------
            $8,000,000   $7,959,685   Copans (Phase I) Associates, LTD.   Copans Business Park 1
------------------------------------------------------------------------------------------------------
            $7,000,000   $6,970,917   Odegard/Gockel Investments, LLC     Uptown Queen Anne Apartments
------------------------------------------------------------------------------------------------------
           $17,325,000  $17,325,000   BES Plantation Fund II, LLC, et al  Plantation Villa Apartments
------------------------------------------------------------------------------------------------------
-12/9:PER  $59,550,000
------------------------------------------------------------------------------------------------------
               32.746%







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


                 4.37%
------------------------------------------------------------------------------------------------------


<CAPTION>

       2002-IQ3

       Terrorism Insurance

       As of 12/9/02

Table Continued
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                             SEPARATE
                                                                                    SEPARATE                 CHEMICAL/
LOAN                                                               EXCLUSIONS       TERRORISM                BIOLOGICAL
TAB                                                               FOR ACTS OF       INSURANCE                TERRORISM
NO.      FUNDING DATE     TERM OF INSURANCE       CARRIER         TERRORISM(1)      COVERAGE(2)  DEDUCTIBLE  COVERAGE    DEDUCTIBLE
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>              <C>                <C>                  <C>                <C>         <C>         <C>         <C>
          11/26/2001      8/2/02-8/2/03      Allstate Insurance     Not excluded         No            NA         No         NA
                          Coverage is only
                          $2,564,000-Susan
                          Sanford wcb re:
                          property value-
                          should be covered
                          for entire
                          replacement value
------------------------------------------------------------------------------------------------------------------------------------
          12/17/2001       7/1/02-7/1/03     Lexington Insurance    Renewed without
                                                                    terrorism insurance  No            NA         No         NA
------------------------------------------------------------------------------------------------------------------------------------
           4/30/2002   12/31/01-12/31-02     Chubb Group            Not Excluded         No            NA         No         NA
------------------------------------------------------------------------------------------------------------------------------------
           6/03/2002       5/2002-5/2003     Various                Excluded-Side        No            NA         No         NA
                                                                    letter states
                                                                    that Lender would
                                                                    accept coverage in
                                                                    "reasonable amounts"
                                                                    -no "sole discretion"
                                                                    language
------------------------------------------------------------------------------------------------------------------------------------
           6/11/2002   10/15/02-10/15-03     Mutual of Enumclaw
                                             Insurance              Not Excluded         No            NA         No         NA
------------------------------------------------------------------------------------------------------------------------------------
           4/30/2002           5/02-5/03     The Travelers
                                             Indemity Co.           Excluded             No            NA         No         NA
------------------------------------------------------------------------------------------------------------------------------------


       2002-IQ3

       Terrorism Insurance

       As of 12/9/02

Table continued
<CAPTION>
--------------------------------------------------------------------------------
LOAN
TAB
NO.   DESCRIBE MORTGAGE CATCH-ALL (3)                 COMMENTS
--------------------------------------------------------------------------------
<S>   <C>                                       <C>
      Borrower will maintain such insurance     Safeway insures themselves and
      coverages and endorsements in form and    they have a policy in place for
      substance and in amounts as Lender may    $7,000,000
      require in its sole discretion from
      time to time.
--------------------------------------------------------------------------------
      Borrower will maintain such insurance
      coverages and endorsements in form and
      substance and in amounts as Lender may
      require in its sole discretion from
      time to time.
--------------------------------------------------------------------------------
      Borrower will maintain such insurance
      coverages and endorsements in form and
      substance and in amounts as Lender may
      require in its sole discretion from
      time to time.
--------------------------------------------------------------------------------
      Borrower will maintain such insurance
      coverages and endorsements in form and
      substance and in amounts as Lender may
      require in its sole discretion from
      time to time.
--------------------------------------------------------------------------------
      Borrower will maintain such insurance
      coverages and endorsements in form and
      substance and in amounts as Lender may
      require in its sole discretion from
      time to time.
--------------------------------------------------------------------------------
      Borrower will maintain such insurance
      coverages and endorsements in form and
      substance and in amounts as Lender may
      require in its sole discretion from
      time to time.
--------------------------------------------------------------------------------
</TABLE>

<PAGE>
                                   Schedule A

                  Exceptions to Representations and Warranties

            The following exceptions are applicable with respect to the
representations and warranties in Exhibit 2 made by the Seller with respect to
the Mortgage Loans identified in these exceptions.

            # 14: For the Terra Vista Mortgage Loan, the seismic report was
based on a lookback of 190 years with a 10% probability of exceedance in a 20
year period.

<PAGE>

                                   Schedule B

    List of Mortgagors that are Third-Party Beneficiaries Under Section 5(b)



                                      None

<PAGE>

                                    EXHIBIT 3

                               PRICING FORMULATION

            Purchase Price                         $64,133,395

<PAGE>

                                    EXHIBIT 4

                                  BILL OF SALE

            1. PARTIES.    The parties to this Bill of Sale are the following:

               Seller:     Teachers Insurance and Annuity Association of America
               Purchaser:  Morgan Stanley Dean Witter Capital I Inc.

            2. SALE. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of December 1, 2002 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c)   All cash and non-cash  proceeds of the collateral  described
      in clauses (a) and (b) above.

            3. PURCHASE PRICE. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. DEFINITIONS. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.


            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of December, 2002.

SELLER:                                TEACHERS INSURANCE AND ANNUITY
                                       ASSOCIATION OF AMERICA



                                       By: ___________________________________
                                           Name:
                                           Title:


PURCHASER:                             MORGAN STANLEY DEAN WITTER CAPITAL I INC.



                                       By: ___________________________________
                                           Name:
                                           Title:

<PAGE>

                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY

THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

GMAC Commercial Mortgage Corporation
200 Witmer Road
P.O. Box 1015
Horsham, Pennsylvania 19044-8015
Attention: [___________________]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Asset Backed Securities Trust Services Group

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



                            LIMITED POWER OF ATTORNEY

            Know all persons by these presents; that the undersigned, having an
address of [MORTGAGE LOAN SELLER'S ADDRESS] (the "Seller"), being duly empowered
and authorized to do so, does hereby make, constitute and appoint GMAC
Commercial Mortgage Corporation, having an address of 200 Witmer Road, P.O. Box
1015, Horsham, Pennsylvania 19044-8015, Attention: Portfolio Manager - Morgan
Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-IQ3 (the "General Master Servicer"), GMAC Commercial
Mortgage Corporation, having an address of 550 California Street, 12th Floor,
San Francisco, California 94104, Attention: Portfolio Manager - Morgan Stanley
Dean Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2002-IQ3 (the "General Special Servicer") and LaSalle Bank National
Association, having an address of 135 South LaSalle Street, Suite 1625, Chicago,
Illinois 60603, Attention: Asset Backed Securities Trust Service Group-Morgan
Stanley Dean Witter Capital I Inc., Series 2002-IQ3 (the "Trustee") as the true
and lawful attorneys-in-fact for the undersigned, in its name, place and stead,
and for its use and benefit:

            1. To empower the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to submit for recording, at the
expense of the Seller, any mortgage loan documents required to be recorded as
described in the Pooling and Servicing Agreement and any intervening assignments
with evidence of recording thereon that are required to be included in the
Mortgage File (so long as original counterparts have previously been delivered
to the Trustee).

            2. This power of attorney shall be limited to the above-mentioned
exercise of power.

            3. This instrument is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers
herein is not intended to, nor does it give rise to, and it is not intended to
be construed as, a general power of attorney.

            4. The rights, power of authority of said attorney herein granted
shall commence and be in full force and effect on the date hereof and such
rights, powers and authority shall remain in full force and effect until the
termination of the Pooling and Servicing Agreement, dated as of December 1, 2002
(the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc., as Depositor, the General Master Servicer, the General Special
Servicer, NCB, FSB, as NCB Master Servicer, National Consumer Cooperative Bank,
as Co-op Special Servicer, Principal Global Investors, LLC, as Special Servicer
of the San Tomas Mortgage Loan, the Trustee and ABN AMRO Bank N.V., as Fiscal
Agent, with respect to the Trust.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.


IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of December, 2002.

Witnessed by:                          [SELLER]



___________________________            By:________________________
Print Name:                            Name:
                                       Title:



STATE OF______________________)

COUNTY OF_____________________)

On __________________________, before me, a Notary Public in and for said
county, personally appeared ________________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person acted and executed the instrument.
Witness my hand and official seal.



_______________________________________
Commission Expires:

<PAGE>

                                   EXHIBIT K-8

                  FORM OF MORTGAGE LOAN PURCHASE AGREEMENT VIII
                                  (NATIONWIDE)

            Mortgage Loan Purchase Agreement (this "Agreement"), dated as of
December 1, 2002, between Nationwide Life Insurance Company (the "Seller"), and
Morgan Stanley Dean Witter Capital I Inc. (the "Purchaser").

            The Seller agrees to sell and the Purchaser agrees to purchase
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of December 1, 2002, between the Purchaser, as
depositor, GMAC Commercial Mortgage Corporation, as general master servicer (the
"General Master Servicer"), GMAC Commercial Mortgage Corporation, as general
special servicer (the "General Special Servicer"), NCB, FSB, as NCB master
servicer (together with the General Master Servicer, as applicable, the "Master
Servicer"), National Consumer Cooperative Bank, as co-op special servicer (the
"Co-op Special Servicer"), Principal Global Investors, LLC, as special servicer
with respect to the San Tomas Mortgage Loan (together with the General Special
Servicer and the Co-op Special Servicer, as applicable, the "Special Servicer"),
LaSalle Bank National Association, as trustee, paying agent and certificate
registrar (the "Trustee") and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal
Agent"). In exchange for the Mortgage Loans and certain other mortgage loans to
be purchased by the Purchaser (collectively the "Other Mortgage Loans"), the
Trust will issue to the Depositor pass-through certificates to be known as
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-IQ3 (the "Certificates"). The Certificates will be
issued pursuant to the Pooling and Servicing Agreement.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

            The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and
Class D Certificates (the "Public Certificates") will be sold by the Purchaser
to Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Lehman Brothers Inc. (the "Underwriters"), pursuant to an
Underwriting Agreement, between the Purchaser and the Underwriters, dated
December 5, 2002 (the "Underwriting Agreement"), and the Class X-1, Class X-2,
Class X-Y, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class EI, Class R-I, Class R-II and Class R-III
Certificates (the "Private Certificates") will be sold by the Purchaser to
Morgan Stanley & Co. Incorporated (the "Initial Purchaser") pursuant to a
Certificate Purchase Agreement, between the Purchaser and the Initial Purchaser,
dated December 5, 2002 (the "Certificate Purchase Agreement"). The Underwriters
will offer the Public Certificates for sale publicly pursuant to a Prospectus
dated November 22, 2002, as supplemented by a Prospectus Supplement dated
December 5, 2002 (together, the "Prospectus Supplement"), and the Initial
Purchaser will offer the Private Certificates for sale in transactions exempt
from the registration requirements of the Securities Act of 1933 pursuant to a
Private Placement Memorandum dated December 5, 2002 (the "Memorandum").

            In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

            Section 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans
accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with
respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of
December 2002. The Mortgage Loans and the Other Mortgage Loans will have an
aggregate principal balance as of the close of business on the Cut-Off Date,
after giving effect to any payments due on or before such date, whether or not
received, of $45,680,532. The sale of the Mortgage Loans shall take place on
December 17, 2002 or such other date as shall be mutually acceptable to the
parties hereto (the "Closing Date"). The purchase price to be paid by the
Purchaser for the Mortgage Loans shall equal the amount set forth as such
purchase price on Exhibit 3 hereto. The purchase price shall be paid to the
Seller by wire transfer in immediately available funds on the Closing Date.

            On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 14), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 14).

            Section 2. Conveyance of Mortgage Loans. Effective as of the Closing
Date, subject only to receipt of the consideration referred to in Section 1
hereof and the satisfaction of the conditions specified in Sections 6 and 7
hereof, the Seller does hereby transfer, assign, set over and otherwise convey
to the Purchaser, without recourse, all the right, title and interest of the
Seller, subject to that certain Servicing Rights Purchase and Sale Agreement,
dated December 1, 2002, between the Seller and the General Master Servicer, in
and to the Mortgage Loans identified on the Mortgage Loan Schedule as of the
Closing Date. The Mortgage Loan Schedule, as it may be amended from time to time
on or prior to the Closing Date, shall conform to the requirements of this
Agreement and the Pooling and Servicing Agreement. In connection with such
transfer and assignment, the Seller shall deliver to or on behalf of the
Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for each Mortgage Loan and on
or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 5 in favor of
the Trustee, the Master Servicer and the Special Servicer to empower the Trustee
and, in the event of the failure or incapacity of the Trustee, the Master
Servicer and the Special Servicer, to submit for recording, at the expense of
the Seller, any mortgage loan documents required to be recorded as described in
the Pooling and Servicing Agreement and any intervening assignments with
evidence of recording thereon that are required to be included in the Mortgage
Files (so long as original counterparts have previously been delivered to the
Trustee). The Seller agrees to reasonably cooperate with the Trustee, the Master
Servicer and the Special Servicer in connection with any additional powers of
attorney or revisions thereto that are requested by such parties for purposes of
such recordation. The parties hereto agree that no such power of attorney shall
be used with respect to any Mortgage Loan by or under authorization by any party
hereto except to the extent that the absence of a document described in the
second preceding sentence with respect to such Mortgage Loan remains unremedied
as of the earlier of (i) the date that is 180 days following the delivery of
notice of such absence to the Seller, but in no event earlier than 18 months
from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan
becomes a Specially Serviced Mortgage Loan. The Trustee shall submit such
documents, at the Seller's expense, after the periods set forth above, provided,
however, the Trustee shall not submit such assignments for recording if the
Seller produces evidence that it has sent any such assignment for recording and
certifies that the Seller is awaiting its return from the applicable recording
office. In addition, not later than the 30th day following the Closing Date, the
Seller shall deliver to or on behalf of the Trustee each of the remaining
documents or instruments specified below (with such exceptions as are permitted
by this Section) with respect to each Mortgage Loan (each, a "Mortgage File").
(The Seller acknowledges that the term "without recourse" does not modify the
duties of the Seller under Section 5 hereof.)

            All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

            (a) The original Mortgage Note bearing all intervening endorsements,
in blank or endorsed "Pay to the order of LaSalle Bank National Association, as
Trustee for Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2002-IQ3, without recourse, representation or
warranty" or if the original Mortgage Note is not included therein, then a lost
note affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

            (b) The original Mortgage, with evidence of recording thereon, and,
if the Mortgage was executed pursuant to a power of attorney, a certified true
copy of the power of attorney certified by the public recorder's office, with
evidence of recording thereon (if recording is customary in the jurisdiction in
which such power of attorney was executed), or certified by a title insurance
company or escrow company to be a true copy thereof; provided that if such
original Mortgage cannot be delivered with evidence of recording thereon on or
prior to the 90th day following the Closing Date because of a delay caused by
the public recording office where such original Mortgage has been delivered for
recordation or because such original Mortgage has been lost, the Seller shall
deliver or cause to be delivered to the Trustee a true and correct copy of such
Mortgage, together with (i) in the case of a delay caused by the public
recording office, an Officer's Certificate (as defined below) of the Seller
stating that such original Mortgage has been sent to the appropriate public
recording official for recordation or (ii) in the case of an original Mortgage
that has been lost after recordation, a certification by the appropriate county
recording office where such Mortgage is recorded that such copy is a true and
complete copy of the original recorded Mortgage;

            (c) The originals of all agreements modifying a Money Term or other
material modification, consolidation and extension agreements, if any, with
evidence of recording thereon or if such original modification, consolidation
and extension agreements have been delivered to the appropriate recording office
for recordation and either has not yet been returned on or prior to the 90th day
following the Closing Date with evidence of recordation thereon or has been lost
after recordation, true copies of such modifications, consolidations and
extensions certified by the Seller together with (i) in the case of a delay
caused by the public recording office, an Officer's Certificate of the Seller
stating that such original modification, consolidation or extension agreement
has been dispatched or sent to the appropriate public recording official for
recordation or (ii) in the case of an original modification, consolidation or
extension agreement that has been lost after recordation, a certification by the
appropriate county recording office where such document is recorded that such a
copy is a true and complete copy of the original recorded modification,
consolidation or extension agreement, and the originals of all assumption
agreements, if any;

            (d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording, signed by the holder of record in
blank or in favor of "LaSalle Bank National Association, as Trustee for Morgan
Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-IQ3";

            (e) Originals of all intervening assignments of Mortgage, if any,
with evidence of recording thereon or, if such original assignments of Mortgage
have been delivered to the appropriate recorder's office for recordation,
certified true copies of such assignments of Mortgage certified by the Seller,
or, in the case of an original blanket intervening assignment of Mortgage
retained by the Seller, a copy thereof certified by the Seller or, if any
original intervening assignment of Mortgage has not yet been returned on or
prior to the 90th day following the Closing Date from the applicable recording
office or has been lost, a true and correct copy thereof, together with (i) in
the case of a delay caused by the public recording office, an Officer's
Certificate of the Seller stating that such original intervening assignment of
Mortgage has been sent to the appropriate public recording official for
recordation or (ii) in the case of an original intervening assignment of
Mortgage that has been lost after recordation, a certification by the
appropriate county recording office where such assignment is recorded that such
copy is a true and complete copy of the original recorded intervening assignment
of Mortgage;

            (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment of Leases has not been returned on or prior to
the 90th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the Seller to be a true
and complete copy of the original Assignment of Leases submitted for recording,
together with (i) an original of each assignment of such Assignment of Leases
with evidence of recording thereon and showing a complete recorded chain of
assignment from the named assignee to the holder of record, and if any such
assignment of such Assignment of Leases has not been returned from the
applicable public recording office, a copy of such assignment certified by the
Seller to be a true and complete copy of the original assignment submitted for
recording, and (ii) an original assignment of such Assignment of Leases, in
recordable form, signed by the holder of record in favor of "LaSalle Bank
National Association, as Trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-IQ3," which
assignment may be effected in the related Assignment of Mortgage;

            (g) The original or a copy of each guaranty, if any, constituting
additional security for the repayment of such Mortgage Loan;

            (h) The original Title Insurance Policy, or in the event such
original Title Insurance Policy has not been issued, an original binder, actual
title commitment, pro forma policy or a copy thereof certified by the title
company with the original Title Insurance Policy to follow within 180 days of
the Closing Date or a preliminary title report with an original Title Insurance
Policy to follow within 180 days of the Closing Date;

            (i) (A) Copies of UCC financing statements (together with all
assignments thereof) filed in connection with the Mortgage Loan and (B) UCC-2 or
UCC-3 financing statements assigning such UCC financing statements to the
Trustee;

            (j) Copies of the related ground lease(s), if any, to any Mortgage
Loan where the Mortgagor is the lessee under such ground lease and there is a
lien in favor of the mortgagee in such lease.

            (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements, if any, related to any Mortgage Loan;

            (l) Either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan (other than letters of
credit representing tenant security deposits which have been collaterally
assigned to the lender), which shall be assigned and delivered to the Trustee on
behalf of the Trust with a copy to be held by the Primary Servicer (or the
Master Servicer), and applied, drawn, reduced or released in accordance with
documents evidencing or securing the applicable Mortgage Loan, the Pooling and
Servicing Agreement and the applicable Primary Servicing Agreement or (B) the
original of each letter of credit, if any, constituting additional collateral
for such Mortgage Loan (other than letters of credit representing tenant
security deposits which have been collaterally assigned to the lender), which
shall be assigned to and held by the Primary Servicer (or the Master Servicer)
on behalf of the Trustee, with a copy to be held by the Trustee, and applied,
drawn, reduced or released in accordance with documents evidencing or securing
the applicable Mortgage Loan, the Pooling and Servicing Agreement and the
applicable Primary Servicing Agreement (it being understood that the Seller has
agreed (a) that the proceeds of such letter of credit belong to the Trust, (b)
to notify, on or before the Closing Date, the bank issuing the letter of credit
that the letter of credit and the proceeds thereof belong to the Trust, and to
use reasonable efforts to obtain within 30 days (but in any event to obtain
within 90 days) following the Closing Date, an acknowledgement thereof by the
bank (with a copy of such acknowledgement to be sent to the Trustee) and (c) to
indemnify the Trust for any liabilities, charges, costs, fees or other expenses
accruing from the failure of the Seller to assign the letter of credit
hereunder). In the case of clause (B) above, any letter of credit held by the
Primary Servicer (or Master Servicer) shall be held in its capacity as agent of
the Trust, and if a Primary Servicer (or Master Servicer) sells its rights to
service the applicable Mortgage Loan, the applicable Primary Servicer (or Master
Servicer) has agreed to assign the applicable letter of credit to the Trust or
at the direction of the Special Servicer to such party as the Special Servicer
may instruct, in each case, at the expense of the Primary Servicer (or Master
Servicer). The Primary Servicer (or Master Servicer) has agreed to indemnify the
Trust for any loss caused by the ineffectiveness of such assignment;

            (m) The original or a copy of the environmental indemnity agreement,
if any, related to any Mortgage Loan;

            (n) Copies of third-party management agreements, if any, for hotels
and mortgage properties with a Cut-Off Date balance equal to or greater than
$20,000,000;

            (o) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;

            (p) A copy of any affidavit and indemnification agreement in favor
of the lender; and

            (q) With respect to hospitality properties, a copy of any franchise
agreement, franchise comfort letter and applicable assignment or transfer
documents.

            "Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any
Managing Director, any Executive Vice President, any Director, any Senior Vice
President, any Vice President, any Assistant Vice President, any Treasurer, any
Assistant Treasurer, any Secretary or Assistant Secretary.

            The Assignments of Mortgage and assignment of Assignment of Leases
referred to in clauses (d), (e) and (f) may be in the form of a single
instrument assigning the Mortgage and the Assignment of Leases to the extent
permitted by applicable law. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the
mortgages) and assignments of UCC financing statements, the Seller shall
execute, in accordance with the third succeeding paragraph, the assignments of
mortgages, the assignments of leases (to the extent separate from the mortgages)
and assignments of UCC financing statements relating to the Mortgage Loans
naming the Trustee on behalf of the Certificateholders as assignee.
Notwithstanding the fact that such assignments of mortgages, assignments of
leases (to the extent separate from the assignments of mortgages) and the
assignments of UCC financing statements shall name the Trustee on behalf of the
Certificateholders as the assignee, the parties hereto acknowledge and agree
that the Mortgage Loans shall for all purposes be deemed to have been
transferred from the Seller to the Purchaser and from the Purchaser to the
Trustee on behalf of the Certificateholders.

            If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90 day period, but the Seller delivers a
true and correct copy thereof, to the Trustee as required by such clause, the
Seller shall then deliver within 180 days after the Closing Date such recorded
document (or within such longer period after the Closing Date as the Trustee may
consent to, which consent shall not be withheld so long as the Seller is, as
certified in writing to the Trustee no less than monthly, in good faith
attempting to obtain from the appropriate county recorders office such original
or photocopy).

            The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due on the Mortgage Loan after
the Cut-Off Date, all other payments of principal collected after the Cut-Off
Date (other than scheduled payments of principal due on or before the Cut-Off
Date), and all payments of interest on the Mortgage Loans allocable to the
period commencing on the Cut-Off Date. All scheduled payments of principal and
interest due on or before the Cut-Off Date and collected after the Cut-Off Date
shall belong to the Seller.

            Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above. Within 45 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i)(B) above. If any such document or
instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, the Seller shall prepare a substitute therefor or
cure such defect, and the Seller shall, at its own expense (except in the case
of a document or instrument that is lost by the Trustee), record or file, as the
case may be, and deliver such document or instrument in accordance with this
Section 2.

            As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the General Master Servicer or the applicable Primary
Servicer, the Seller will draw on such letter of credit as directed by the
General Master Servicer or such Primary Servicer in such notice to the extent
the Seller has the right to do so.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans and that
are not required to be delivered to the Trustee and are reasonably necessary for
the ongoing administration and/or servicing of the applicable Mortgage Loan or
Companion Loan (the "Servicing File") shall be delivered by the Seller to the
Master Servicer or the applicable Primary Servicer or Sub-Servicer, on its
behalf, on or prior to the 75th day after the Closing Date.

            The Servicing File shall consist of, to the extent required to be
(and actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Borrower/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any attorney-client privileged
communications, internal correspondence or credit analysis. Each of the
foregoing items shall be delivered in electronic form, to the extent such
document is available in such form and such form is reasonably acceptable to the
Master Servicer. All of the foregoing items shall be delivered no later than 75
days following the Closing Date.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein. The Seller's and Purchaser's records shall
reflect the transfer of each Mortgage Loan from the Seller to the Purchaser and
its assigns as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property is held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto described as belonging to the
            Purchaser in the first paragraph of this Section 2, all substitute
            or replacement Mortgage Loans and all distributions with respect
            thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

            Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

            Section 3. Examination of Mortgage Files and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

            On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, each Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller upon reasonable
prior advance notice during normal business hours and shall not be conducted in
a manner that is disruptive to the Seller's normal business operations. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, each Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer or Primary Servicer, if
applicable, with any additional information identified by the Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.

            The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

            The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

            Section 4. Representations and Warranties of the Seller and the
Purchaser.

            (a) To induce the Purchaser to enter into this Agreement, the Seller
hereby makes for the benefit of the Purchaser and its assigns with respect to
each Mortgage Loan as of the date hereof (or as of such other date specifically
set forth in the particular representation and warranty) each of the
representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:

            (i) The Seller is duly organized and is validly existing as a life
      insurance company organized and in good standing under the laws of the
      State of Ohio. The Seller has the requisite power and authority and legal
      right to own the Mortgage Loans and to transfer and convey the Mortgage
      Loans to the Purchaser and has the requisite power and authority to
      execute and deliver, engage in the transactions contemplated by, and
      perform and observe the terms and conditions of, this Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, and assuming the due authorization, execution
      and delivery hereof by the Purchaser, this Agreement constitutes the
      valid, legal and binding agreement of the Seller, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      (A) laws relating to bankruptcy, insolvency, reorganization, receivership
      or moratorium, (B) other laws relating to or affecting the rights of
      creditors generally, (C) general equity principles (regardless of whether
      such enforcement is considered in a proceeding in equity or at law) or (D)
      public policy considerations underlying the securities laws, to the extent
      that such public policy considerations limit the enforceability of the
      provisions of this Agreement that purport to provide indemnification from
      liabilities under applicable securities laws.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Seller with this Agreement, or the
      consummation by the Seller of any transaction contemplated hereby, other
      than (1) such qualifications as may be required under state securities or
      blue sky laws, (2) the filing or recording of financing statements,
      instruments of assignment and other similar documents necessary in
      connection with the Seller's sale of the Mortgage Loans to the Purchaser,
      (3) such consents, approvals, authorizations, qualifications,
      registrations, filings or notices as have been obtained and (4) where the
      lack of such consent, approval, authorization, qualification,
      registration, filing or notice would not have a material adverse effect on
      the performance by the Seller under this Agreement.

            (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
      nor the execution, delivery or performance of this Agreement by the
      Seller, conflicts or will conflict with, results or will result in a
      breach of, or constitutes or will constitute a default under (A) any term
      or provision of the Seller's articles of organization or by-laws, (B) any
      term or provision of any material agreement, contract, instrument or
      indenture to which the Seller is a party or by which it or any of its
      assets is bound or results in the creation or imposition of any lien,
      charge or encumbrance upon any of its property pursuant to the terms of
      any such indenture, mortgage, contract or other instrument, other than
      pursuant to this Agreement, or (C) after giving effect to the consents or
      taking of the actions contemplated in subsection (iii), any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) There are no actions or proceedings against, or investigations
      of, the Seller pending or, to the Seller's knowledge, threatened in
      writing against the Seller before any court, administrative agency or
      other tribunal, the outcome of which could reasonably be expected to
      materially and adversely affect the transfer of the Mortgage Loans to the
      Purchaser or the execution or delivery by, or enforceability against, the
      Seller of this Agreement or have an effect on the financial condition of
      the Seller that would materially and adversely affect the ability of the
      Seller to perform its obligations under this Agreement.

            (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
      this Agreement will effect a transfer by the Seller of all of its right,
      title and interest in and to the Mortgage Loans to the Purchaser (assuming
      the Purchaser has the capacity to acquire such Mortgage Loans).

            (vii) To the Seller's knowledge, the Seller's Information (as
      defined in that certain indemnification agreement, dated December 1, 2002,
      between the Seller, the Purchaser, the Underwriters and the Initial
      Purchaser (the "Indemnification Agreement")) relating to the Mortgage
      Loans does not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements therein, in the
      light of the circumstances under which they were made, not misleading.
      Notwithstanding anything contained herein to the contrary, this
      subparagraph (vii) shall run exclusively to the benefit of the Purchaser
      and no other party.

            To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date
(or as of such other date specifically set forth in the particular
representation and warranty).

            Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

            (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:

            (i) The Purchaser is a corporation duly organized, validly existing,
      and in good standing under the laws of the State of Delaware with full
      power and authority to carry on its business as presently conducted by it.

            (ii) The Purchaser has full power and authority to acquire the
      Mortgage Loans, to execute and deliver this Agreement and to enter into
      and consummate all transactions contemplated by this Agreement. The
      Purchaser has duly and validly authorized the execution, delivery and
      performance of this Agreement and has duly and validly executed and
      delivered this Agreement. This Agreement, assuming due authorization,
      execution and delivery by the Seller, constitutes the valid and binding
      obligation of the Purchaser, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium and other similar laws affecting
      the enforcement of creditors' rights generally and by general principles
      of equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Purchaser with this Agreement, or the
      consummation by the Purchaser of any transaction contemplated hereby that
      has not been obtained or made by the Purchaser.

            (iv) Neither the purchase of the Mortgage Loans nor the execution,
      delivery and performance of this Agreement by the Purchaser will violate
      the Purchaser's certificate of incorporation or by-laws or constitute a
      default (or an event that, with notice or lapse of time or both, would
      constitute a default) under, or result in a breach of, any material
      agreement, contract, instrument or indenture to which the Purchaser is a
      party or that may be applicable to the Purchaser or its assets.

            (v) The Purchaser's execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not
      constitute a violation of, any law, rule, writ, injunction, order or
      decree of any court, or order or regulation of any federal, state or
      municipal government agency having jurisdiction over the Purchaser or its
      assets, which violation could materially and adversely affect the
      condition (financial or otherwise) or the operation of the Purchaser or
      its assets or could materially and adversely affect its ability to perform
      its obligations and duties hereunder.

            (vi) There are no actions or proceedings against, or investigations
      of, the Purchaser pending or, to the Purchaser's knowledge, threatened
      against the Purchaser before any court, administrative agency or other
      tribunal, the outcome of which could reasonably be expected to adversely
      affect the transfer of the Mortgage Loans, the issuance of the
      Certificates, the execution, delivery or enforceability of this Agreement
      or have an effect on the financial condition of the Purchaser that would
      materially and adversely affect the ability of the Purchaser to perform
      its obligation under this Agreement.

            (vii) The Purchaser has not dealt with any broker, investment
      banker, agent or other person, other than the Seller, the Underwriters,
      the Initial Purchaser and their respective affiliates, that may be
      entitled to any commission or compensation in connection with the sale of
      the Mortgage Loans or consummation of any of the transactions contemplated
      hereby.

            To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

            Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

            Section 5. Remedies Upon Breach of Representations and Warranties
Made by the Seller.

            (a) It is hereby acknowledged that the Purchaser shall assign its
rights under this Section 5 to Trustee on behalf of the holders of the
Certificates.

            (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (and including the expiration of any grace or cure periods), not
properly executed or is defective on its face, or if there is a breach of any of
the representations and warranties required to be made by the Seller regarding
the characteristics of the Mortgage Loans and/or the related Mortgaged
Properties as set forth in Exhibit 2 hereto, and in either case such defect or
breach, either (i) materially and adversely affects the interests of the holders
of the Certificates in the related Mortgage Loan, or (ii) both (A) materially
and adversely affects the value of the Mortgage Loan and (B) the Mortgage Loan
is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage Loan (such a
document defect described in the preceding clause (i) or (ii), a "Material
Document Defect" and such a breach described in the preceding clause (i) or (ii)
a "Material Breach"), the party discovering such Material Document Defect or
Material Breach shall promptly notify the other parties in writing. Promptly
(but in any event within three Business Days) upon becoming aware of any such
Material Document Defect or Material Breach, the Master Servicer shall, and the
Special Servicer may, request that the Seller, not later than 90 days from the
Seller's receipt of the notice of such Material Document Defect or Material
Breach, cure such Material Document Defect or Material Breach, as the case may
be, in all material respects; provided, however, that if such Material Document
Defect or Material Breach, as the case may be, cannot be corrected or cured in
all material respects within such 90-day period, and such Material Document
Defect or Material Breach would not cause the Mortgage Loan to be other than a
"qualified mortgage" (as defined in the Code) but the Seller is diligently
attempting to effect such correction or cure, as certified by the Seller in an
Officer's Certificate delivered to the Trustee, then the cure period will be
extended for an additional 90 days unless, solely in the case of a Material
Document Defect, (x) the Mortgage Loan is, at the end of the initial 90 day
period, a Specially Serviced Mortgage Loan and a Servicing Transfer Event has
occurred as a result of a monetary default or as described in clause (ii) or
clause (v) of the definition of "Servicing Transfer Event" in the Pooling and
Servicing Agreement and (y) the Material Document Defect was identified in a
certification delivered to the Seller by the Trustee pursuant to Section 2.2 of
the Pooling and Servicing Agreement not less than 90 days prior to the delivery
of the notice of such Material Document Defect. The parties acknowledge that
neither delivery of a certification or schedule of exceptions to the Seller
pursuant to Section 2.2 of the Pooling and Servicing Agreement or otherwise nor
possession of such certification or schedule by the Seller shall, in and of
itself, constitute delivery of notice of any Material Document Defect or
knowledge or awareness by the Seller of any Material Document Defect listed
therein. It is understood and agreed that the 90-day limit will not be violated
as a result of recording office or UCC filing office delays, other than with
respect to a Material Document Defect or Material Breach that would cause the
Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code).
In addition, following the date on which such document is required to be
delivered pursuant to Section 2, upon the occurrence (and after any applicable
cure or grace period) any of the following document defects shall be
conclusively presumed to materially and adversely to affect the interests of
holders of the Certificates in the related Mortgage Loan and be a Material
Document Defect: (a) the absence from the Mortgage File of the original signed
Mortgage Note, unless the Mortgage File contains a signed lost note affidavit
and indemnity and a copy of the Mortgage Note; (b) the absence from the Mortgage
File of the original signed Mortgage, unless there is included in the Mortgage
File a true and correct copy of the Mortgage together with an Officer's
Certificate or certification as required by Section 2(b); or (c) the absence
from the Mortgage File of the original Title Insurance Policy, an original
binder, pro forma policy or an actual title commitment or a copy thereof
certified by the title company. If any of the foregoing Material Document
Defects are discovered by any party to the Pooling and Servicing Agreement, the
Trustee (or as set forth in the Pooling and Servicing Agreement, the Master
Servicer) will, among other things, give notice to the Rating Agencies and the
parties to the Pooling and Servicing Agreement and make demand upon the Seller
for the cure of the document defect or repurchase or replacement of the related
Mortgage Loan.

            The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
respects within the above cure periods, the Seller shall, on or before the
termination of such cure periods, either (i) repurchase the related Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date at its option replace any
Mortgage Loan or REO Mortgage Loan to which such defect relates with a
Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
repurchase or substitution must occur within 90 days from the earlier of the
date the Seller discovered or was notified of the defect or breach. The Seller
agrees that any such substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

            If (i) a Mortgage Loan is to be repurchased or replaced in
connection with a Material Document Defect or Material Breach as contemplated
above, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with
one or more other Mortgage Loans in the Trust and (iii) the applicable document
defect or breach does not constitute a Material Document Defect or Material
Breach, as the case may be, as to such other Mortgage Loans (without regard to
this paragraph), then the applicable document defect or breach (as the case may
be) shall be deemed to constitute a Material Document Defect or Material Breach,
as the case may be, as to each such other Mortgage Loan for purposes of the
above provisions, and the Seller shall be obligated to repurchase or replace
each such other Mortgage Loan in accordance with the provisions above, unless,
in the case of such breach or document defect, both of the following conditions
would be satisfied if the Seller were to repurchase or replace only those
Mortgage Loans as to which a Material Breach had occurred without regard to this
paragraph (the "Affected Loan(s)"): (1) the debt service coverage ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) for the four calendar
quarters immediately preceding the repurchase or replacement (determined as
provided in the definition of Debt Service Coverage Ratio in the Pooling and
Servicing Agreement, except that net cash flow for such four calendar quarters,
rather than year-end, shall be used) is not less than 0.10x below the lesser of
(x) the debt service coverage ratio for all such Mortgage Loans (including the
Affected Loans(s)) set forth under the heading "NCF DSCR" in Appendix II to the
Final Prospectus Supplement and (y) the debt service coverage ratio for all such
other Mortgage Loans that are cross-collateralized and cross-defaulted with one
another (including the Affected Loan(s)) for the four preceding calendar
quarters preceding the repurchase or replacement (determined as provided in the
definition of Debt Service Coverage Ratio in the Pooling and Servicing
Agreement, except that net cash flow for such four calendar quarters, rather
than year-end, shall be used), and (2) the loan-to-value ratio for all such
other Mortgage Loans (excluding the Affected Loan(s)) is not greater than 10%
more than the greater of (x) the loan-to-value ratio for all such Mortgage Loans
(including the Affected Loan(s)) set forth under the heading "Cut-Off Date LTV"
in Appendix II to the Final Prospectus Supplement and (y) the loan-to-value
ratio for all such Mortgage Loans that are cross-collateralized and
cross-defaulted with one another (including the Affected Loans(s)). The
determination of the Master Servicer as to whether either of the conditions set
forth above has been satisfied shall be conclusive and binding in the absence of
manifest error. The Master Servicer will be entitled to, or direct the Seller
to, cause to be delivered to the Master Servicer at the Seller's expense (i) an
Appraisal of any or all of the related Mortgaged Properties for purposes of
determining whether the condition set forth in clause (2) above has been
satisfied, in each case at the expense of the Seller if the scope and cost of
the Appraisal is approved by the Seller (such approval not to be unreasonably
withheld) and (ii) an Opinion of Counsel that not requiring the repurchase of
each such Crossed Mortgage Loan will not result in an Adverse REMIC Event.

            With respect to any Mortgage Loan that is cross-defaulted and/or
cross-collateralized with any other Mortgage Loan conveyed hereunder, to the
extent that the Seller is required to repurchase or substitute for such Mortgage
Loan (each, a "Repurchased Loan") in the manner prescribed above while the
Trustee (as assignee of the Purchaser) continues to hold any other Mortgage Loan
that is cross-collateralized and/or cross-defaulted (each, a
"Cross-Collateralized Loan") with such Repurchased Mortgage Loan, the Seller and
the Purchaser hereby agree to forbear from enforcing any remedies against the
other's Primary Collateral but may exercise remedies against the Primary
Collateral securing their respective Mortgage Loans, including with respect to
the Trustee, the Primary Collateral securing the Mortgage Loans still held by
the Trustee, so long as such exercise does not impair the ability of the other
party to exercise its remedies against its Primary Collateral. If the exercise
of remedies by one party would impair the ability of the other party to exercise
its remedies with respect to the Primary Collateral securing the Mortgage Loan
or Mortgage Loans held by such party, then both parties shall forbear from
exercising such remedies until the loan documents evidencing and securing the
relevant Mortgage Loans can be modified in a manner that complies with the
Pooling and Servicing Agreement to remove the threat of impairment as a result
of the exercise of remedies. Any reserve or other cash collateral or letters of
credit securing the Cross-Collateralized Loans shall be allocated between such
Mortgage Loans in accordance with the Mortgage Loan documents, or otherwise on a
pro rata basis based upon their outstanding Principal Balances. All other terms
of the Mortgage Loans shall remain in full force and effect, without any
modification thereof. The Mortgagors set forth on Schedule B hereto are intended
third-party beneficiaries of the provisions set forth in this paragraph and the
preceding paragraph. The provisions of this paragraph and the preceding
paragraph may not be modified with respect to any Mortgage Loan without the
related Mortgagor's consent.

            The Seller shall be notified promptly and in writing by (i) the
Trustee of any notice that it receives that an Option Holder intends to exercise
its Option to purchase the Mortgage Loan in accordance with and as described in
Section 9.36 of the Pooling and Servicing Agreement and (ii) the Special
Servicer of any offer that it receives to purchase the applicable REO Property,
each in connection with such liquidation. Upon the receipt of such notice by the
Seller, the Seller shall then have the right, subject to any repurchase
obligations under Section 2.3 of the Pooling and Servicing Agreement with
respect to such Mortgage Loan, to repurchase the related Mortgage Loan or REO
Property, as applicable, from the Trust at a purchase price equal to, in the
case of clause (i) of the immediately preceding sentence, the Option Purchase
Price or, in the case of clause (ii) of the immediately preceding sentence, the
amount of such offer. Notwithstanding anything to the contrary contained in this
Agreement or in the Pooling and Servicing Agreement, the right of any Option
Holder to purchase such Mortgage Loan shall be subject and subordinate to the
Seller's right to purchase such Mortgage Loan as described in the immediately
preceding sentence. The Seller shall have five (5) Business Days from the date
of its receipt of a notice described in the first sentence of this paragraph
with respect to the purchase of such Mortgage Loan or REO Property to notify the
Trustee or Special Servicer, as applicable, of its intent to so purchase the
Mortgage Loan or related REO Property from the date that it was notified of such
intention to exercise such Option or of such offer. The Special Servicer shall
be obligated to provide the Seller with any appraisal or other third party
reports relating to the Mortgaged Property within its possession to enable the
Seller to evaluate the Mortgage Loan or REO Property. Any sale of the Mortgage
Loan, or foreclosure upon such Mortgage Loan and sale of the REO Property, to a
Person other than the Seller shall be without (i) recourse of any kind (either
expressed or implied) by such Person against the Seller and (ii) representation
or warranty of any kind (either expressed or implied) by the Seller to or for
the benefit of such person.

            The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim against
the Seller for repurchase of the REO Mortgage Loan or REO Property. In such an
event, the Master Servicer, or Special Servicer, as applicable, shall be
required to notify the Seller of the discovery of the Material Document Defect
or Material Breach and the Seller shall be required to follow the procedures set
forth in this Agreement to correct or cure such Material Document Defect or
Material Breach or purchase the REO Property at the Purchase Price. If the
Seller fails to correct or cure the Material Document Defect or Material Breach
or purchase the REO Property, then the provisions above regarding notice of
offers related to such REO Property and the Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the Seller is or was obligated to repurchase the related Mortgage Loan or
REO Mortgage Loan or the Seller otherwise accepts liability, then, after the
expiration of any applicable appeal period, but in no event later than the
termination of the Trust pursuant to Section 9.30 of the Pooling and Servicing
Agreement, the Seller will be obligated to pay to the Trust the difference
between any Liquidation Proceeds received upon such liquidation (including those
arising from any sale to the Seller) and the Purchase Price; provided that the
prevailing party in such action shall be entitled to recover all costs, fees and
expenses (including reasonable attorneys fees) related thereto.

            In connection with any liquidation or sale of a Mortgage Loan or REO
Property as described above, the Special Servicer will not receive a Liquidation
Fee in connection with such liquidation or sale or any portion of the Work-Out
Fee that accrues after the Seller receives notice of a Material Document Defect
or Material Breach until a final determination has been made, as set forth in
the prior paragraph, as to whether the Seller is or was obligated to repurchase
such related Mortgage Loan or REO Property. Upon such determination, the Special
Servicer will be entitled: (i) with respect to a determination that the Seller
is or was obligated to repurchase, to collect a Liquidation Fee, if due in
accordance with the definition thereof, based upon the full Purchase Price of
the related Mortgage Loan or REO property, including all related expenses up to
the date the remainder of such Purchase Price is actually paid, with such
Liquidation Fee, payable by the Seller or (ii) with respect to a determination
that Seller is not or was not obligated to repurchase (or the Trust decides that
it will no longer pursue a claim against the Seller for repurchase), (A) to
collect a Liquidation Fee based upon the Liquidation Proceeds as received upon
the actual sale or liquidation of such Mortgage Loan or REO Property, and (B) to
collect any accrued and unpaid Work-Out Fee, based on amounts that were
collected for as long as the related Mortgage Loan was a Rehabilitated Mortgage
Loan, in each case with such amount to be paid from amounts in the Certificate
Account.

            The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

            Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 43 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment of reasonable costs and expenses associated with the defeasance or
assumption of a Mortgage Loan by the Mortgagor or a breach of the representation
and warranty set forth in paragraph 25 of Exhibit 2 attached hereto because the
underlying loan documents do not provide for the payment by the Mortgagor of the
costs of a tax opinion associated with the full or partial release or
substitution of collateral for a Mortgage Loan, the Seller hereby covenants and
agrees to pay such reasonable costs and expenses, to the extent an amount is due
and not paid by the related Mortgagor. The parties hereto acknowledge that the
payment of such reasonable costs and expenses shall be the Seller's sole
obligation with respect to the breaches discussed in the previous sentence. The
Seller shall have no obligation to pay for any of the foregoing costs if the
applicable Mortgagor has an obligation to pay for such costs.

            The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the applicable Special Servicer, as
applicable, in connection with modifying a Mortgage Loan pursuant to Section 2.3
of the Pooling and Servicing Agreement in order for such Mortgage Loan to be a
"qualified substitute mortgage loan" within the meaning of the Treasury
Regulations promulgated under the Code. Upon a breach of the representation and
warranty set forth in paragraph 41 of Exhibit 2 attached hereto, if such
Mortgage Loan is modified so that it becomes a "qualified substitute mortgage
loan", such breach will be cured and the Seller will not be obligated to
repurchase or otherwise remedy such breach.

            (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the Master Servicer or the Special Servicer on its behalf) shall
give written notice within three Business Days to the Seller of its discovery of
any Material Document Defect or Material Breach and prompt written notice to the
Seller in the event that any Mortgage Loan becomes a Specially Serviced Mortgage
Loan (as defined in the Pooling and Servicing Agreement).

            (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan
(including, without limitation, all documents delivered by Seller pursuant to
Section 2 of this Agreement), and each document that constitutes a part of the
Mortgage File that was endorsed or assigned to the Trustee shall be endorsed and
assigned to the Seller in the same manner such that the Seller shall be vested
with legal and beneficial title to such Mortgage Loan, in each case without
recourse, representation, or warranty, including any property acquired in
respect of such Mortgage Loan or proceeds of any insurance policies with respect
thereto.

            Section 6. Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Cadwalader, Wickersham & Taft, 100 Maiden Lane,
New York, NY 10038 at 9:00 a.m., New York time, on the Closing Date.

            The closing shall be subject to each of the following conditions:

            (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date (or as of such other
date specifically set forth in the particular representation and warranty) (to
the extent of the standard, if any, set forth in each representation and
warranty).

            (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

            (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

            (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Seller's Information (as
defined in the Indemnification Agreement) to be disclosed in the Memorandum and
the Prospectus Supplement.

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.

            (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

            (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement.

            (i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

            Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

            Section 7. Closing Documents. The Closing Documents shall consist of
the following:

            (a) This Agreement duly executed by the Purchaser and the Seller.

            (b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

            (c) True, complete and correct copies of the Seller's articles of
organization and by-laws.

            (d) A certificate of good standing for the Seller from the Secretary
of State of Ohio dated not earlier than 30 days prior to the Closing Date.

            (e) A certificate of the Secretary or Assistant Secretary of the
Seller, dated the Closing Date, and upon which the Purchaser may rely, to the
effect that each individual who, as an officer or representative of the Seller,
signed this Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures.

            (f) An opinion of counsel (which, other than as to the opinion
described in paragraph (vi) below, may be in-house counsel) to the Seller, dated
the Closing Date, substantially to the effect of the following (with such
changes and modifications as the Purchaser may approve and subject to such
counsel's reasonable qualifications):

            (i) The Seller is validly existing under Ohio law and has full
      corporate power and authority to enter into and perform its obligations
      under this Agreement.

            (ii) This Agreement has been duly authorized, executed and delivered
      by the Seller.

            (iii) No consent, approval, authorization or order of any federal
      court or governmental agency or body is required for the consummation by
      the Seller of the transactions contemplated by the terms of this Agreement
      except any approvals as have been obtained.

            (iv) Neither the execution, delivery or performance of this
      Agreement by the Seller, nor the consummation by the Seller of any of the
      transactions contemplated by the terms of this Agreement (A) conflicts
      with or results in a breach or violation of, or constitute a default
      under, the organizational documents of the Seller, (B) to the knowledge of
      such counsel, constitutes a default under any term or provision of any
      material agreement, contract, instrument or indenture, to which the Seller
      is a party or by which it or any of its assets is bound or result in the
      creation or imposition of any lien, charge or encumbrance upon any of its
      property pursuant to the terms of any such indenture, mortgage, contract
      or other instrument, other than pursuant to this Agreement, or (C)
      conflicts with or results in a breach or violation of any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) To his or her knowledge, there are no legal or governmental
      actions, investigations or proceedings pending to which the Seller is a
      party, or threatened against the Seller, (a) asserting the invalidity of
      this Agreement or (b) which materially and adversely affect the
      performance by the Seller of its obligations under, or the validity or
      enforceability of, this Agreement.

            (vi) This Agreement is a valid, legal and binding agreement of the
      Seller, enforceable against the Seller in accordance with its terms,
      except as such enforcement may be limited by (1) laws relating to
      bankruptcy, insolvency, reorganization, receivership or moratorium, (2)
      other laws relating to or affecting the rights of creditors generally, (3)
      general equity principles (regardless of whether such enforcement is
      considered in a proceeding in equity or at law) or (4) public policy
      considerations underlying the securities laws, to the extent that such
      public policy considerations limit the enforceability of the provisions of
      this Agreement that purport to provide indemnification from liabilities
      under applicable securities laws.

            Such opinion may express its reliance as to factual matters on,
among other things specified in such opinion, the representations and warranties
made by, and on certificates or other documents furnished by officers of, the
parties to this Agreement.

            In rendering the opinions expressed above, such counsel may limit
such opinions to matters governed by the federal laws of the United States and
the corporate laws of the State of New York, as applicable.

            (g) Such other opinions of counsel as any Rating Agency may request
in connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or the Seller's execution and delivery of, or performance under, this Agreement.

            (h) A letter from Deloitte & Touche, certified public accountants,
dated the date hereof, to the effect that they have performed certain specified
procedures as a result of which they determined that certain information of an
accounting, financial or statistical nature set forth in the Memorandum and the
Prospectus Supplement agrees with the records of the Seller.

            (i) Such further certificates, opinions and documents as the
Purchaser may reasonably request.

            (j) An officer's certificate of the Purchaser, dated as of the
Closing Date, with the resolutions of the Purchaser authorizing the transactions
described herein attached thereto, together with certified copies of the
charter, by-laws and certificate of good standing of the Purchaser dated not
earlier than 30 days prior to the Closing Date.

            (k) Such other certificates of the Purchaser's officers or others
and such other documents to evidence fulfillment of the conditions set forth in
this Agreement as the Seller or its counsel may reasonably request.

            (l) An executed Bill of Sale in the form attached hereto as Exhibit
4.

            Section 8. Costs. The Seller shall pay the Purchaser the costs and
expenses as agreed upon by the Seller and the Purchaser in a separate Letter of
Understanding dated December 1, 2002.

            Section 9. Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Dean
Witter Capital I Inc., 1585 Broadway, New York, New York 10036, Attention:
Cecilia Tarrant, with a copy to Michelle Wilke (or such other address as may
hereafter be furnished in writing by the Purchaser), or (ii) if to the Seller,
addressed to the Seller at Nationwide Life Insurance Company, One Nationwide
Plaza, 34th Floor, Columbus, Ohio 43215-2220, Attention: Blake E. West 1-34-09
(or to such other address as the Seller may designate in writing) with copies to
the attention of Randall W. May, Esq. 1-34-06.

            Section 10. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

            Section 11. Further Assurances. The Seller and the Purchaser each
agree to execute and deliver such instruments and take such actions as the other
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement and the Pooling and Servicing
Agreement.

            Section 12. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.

            Section 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

            Section 14. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to effect the purposes
of the Pooling and Servicing Agreement and, upon such assignment, the Trustee
shall succeed to the rights and obligations hereunder of the Purchaser. No owner
of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.

            Section 15. Miscellaneous. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
rights and obligations of the Seller under this Agreement shall not be assigned
by the Seller without the prior written consent of the Purchaser, except that
any person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller is a party, or any person succeeding to the entire business of the Seller
shall be the successor to the Seller hereunder.

            Section 16. Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.


<PAGE>


            IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.


                                       NATIONWIDE LIFE INSURANCE COMPANY

                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:



                                       MORGAN STANLEY DEAN WITTER CAPITAL I INC.

                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:


<PAGE>


                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE


<TABLE>
<CAPTION>

LOAN      MORTGAGE LOAN  LOAN         PROPERTY                                                             ZIP    PROPERTY
POOL NO.  SELLER         NUMBER       NAME                                         CITY            STATE   CODE   TYPE
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>            <C>           <C>                                          <C>            <C>    <C>     <C>
15        Nationwide     00-1001068   Speedway Shopping Center                     Lynnwood        WA     98306   Retail
23        Nationwide     03-0311503   Monroeville Giant Eagle                      Monroeville     PA     15146   Retail
28        Nationwide     00-1000567   Marketplace at Washington Square             North Canton    OH     44720   Retail
32        Nationwide     00-1000922   Lowe's Home Center                           Ames            IA     50010   Retail
46        Nationwide     00-1001037   Cave Springs Square Shopping Center & Annex  St. Peters      MO     63376   Retail
65        Nationwide     00-1001026   Southwest Crossing Tech Center               Eden Prairie    MN     55344   Industrial
87        Nationwide     00-1001059   200 West Apartments                          Fairview Park   OH     44126   Multifamily
111       Nationwide     00-1001086   The Waters II                                Eagan           MN     55121   Industrial

<CAPTION>

PROPERTY                   ORIGINAL       CUT-OFF DATE      MASTER     MASTER SERVICING   PRIMARY    SUB-SERVICING    PRIMARY EXCESS
SUB-TYPE                   BALANCE        BALANCE           FEE        EXCESS FEE         FEE        FEE              SERVICING
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>                <C>              <C>          <C>       <C>              <C>
Grocery Anchored          $10,740,000     $10,696,251        2                5            1         6                1.5
Free Standing              $9,380,000      $8,413,632        2                5            1         7.46             1.5
Grocery Anchored           $8,100,000      $7,834,521        2                5            1         1.45             1.5
Anchored                   $6,635,000      $6,601,514        2                5            1         6                1.5
Anchored                   $4,700,000      $4,690,162        2                5            1         6                1.5
Flex Industrial            $3,000,000      $2,995,060        2                5            1         6                1.5
High Rise                  $2,500,000      $2,453,274        2                5            1         6                1.5
Flex Industrial            $2,000,000      $1,996,118        2                5            1         6                1.5

Totals/Weighted Averages: $47,055,000     $45,680,532
</TABLE>



<PAGE>


                                    EXHIBIT 2

                   REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

            1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule is complete, true and correct in all material respects as of the
date of this Agreement and as of the Cut-Off Date.

            2. Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a
whole loan and not a participation interest in a mortgage loan. Immediately
prior to the transfer to the Purchaser of the Mortgage Loans, the Seller had
good title to, and was the sole owner of, each Mortgage Loan. The Seller has
full right, power and authority to transfer and assign each of the Mortgage
Loans to or at the direction of the Purchaser and (assuming that the Purchaser
has the capacity to acquire such Mortgage Loan) has validly and effectively
conveyed (or caused to be conveyed) to the Purchaser or its designee all of the
Seller's legal and beneficial interest in and to the Mortgage Loans free and
clear of any and all pledges, liens, charges, security interests and/or other
encumbrances. The sale of the Mortgage Loans to the Purchaser or its designee
does not require the Seller to obtain any governmental or regulatory approval or
consent that has not been obtained. None of the Mortgage Loan documents
restricts the Seller's right to transfer the Mortgage Loan to the Purchaser or
the Trustee.

            3. Payment Record. No scheduled payment of principal and interest
under any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and
no Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.

            4. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, and (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the value or current use or operation of the Mortgaged Property or the
current ability of the Mortgaged Property to generate operating income
sufficient to service the Mortgage Loan debt (the foregoing items (a) through
(d) being herein referred to as the "Permitted Encumbrances"). The related
Assignment of Mortgage executed and delivered in favor of the Trustee is in
recordable form and constitutes a legal, valid and binding assignment, and,
assuming that the assignee has the capacity to acquire such Mortgage, sufficient
to convey to the assignee named therein all of the assignor's right, title and
interest in, to and under such Mortgage. Such Mortgage, together with any
separate security agreements, chattel mortgages or equivalent instruments,
establishes and creates a valid and, subject to the exceptions set forth in
paragraph 13 below, enforceable security interest in favor of the holder thereof
in all of the related Mortgagor's personal property used in the operation of the
related Mortgaged Property. As of the Closing Date, Uniform Commercial Code
financing statements or continuation statements have been filed and/or recorded
in all places necessary to perfect and keep perfected, until additional actions
are required under the Uniform Commercial Code, a valid security interest in
such personal property, to the extent a security interest may be so created
therein, and such security interest is a first priority security interest,
subject to any prior purchase money security interest in such personal property
and any personal property leases applicable to such personal property, or the
failure to have filed and/or recorded Uniform Commercial Code financing
statements prior to the Closing Date will not have a material adverse effect on
the value of the Mortgaged Properties. Notwithstanding the foregoing, no
representation is made as to the perfection of any security interest in rents or
other personal property to the extent that possession or control of such items
or actions other than the filing of Uniform Commercial Code financing statements
are required in order to effect such perfection.

            5. Assignment of Leases and Rents. The Assignment of Leases related
to and delivered in connection with each Mortgage Loan establishes and creates a
valid and, subject to the exceptions set forth in paragraph 13 below,
enforceable first priority collateral assignment in the related Mortgagor's
interest in all leases, sub-leases, licenses or other agreements pursuant to
which any person is entitled to occupy, use or possess all or any portion of the
real property subject to the related Mortgage, subject to legal limitations of
general applicability to commercial mortgage loans similar to the Mortgage Loan,
and the Mortgagor and each assignor of such Assignment of Leases to the Seller
have the full right to assign the same. The related assignment of any Assignment
of Leases not included in a Mortgage has been executed and delivered in favor of
the Trustee and is in recordable form and constitutes a legal, valid and binding
assignment, sufficient to convey to the assignee named therein (assuming that
the assignee has the capacity to acquire such Assignment of Leases) all of the
assignor's right, title and interest in, to and under such Assignment of Leases.

            6. Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or (except for Permitted Encumbrances)
subordinated in whole or in part, and the related Mortgaged Property has not
been released from the lien of such Mortgage, in whole or in part, nor has any
instrument been executed that would effect any such satisfaction, cancellation,
subordination (except for Permitted Encumbrances), rescission or release, in any
manner that, in each case, materially and adversely affects the value of the
related Mortgaged Property except for any partial reconveyances of real property
that are included in the related Mortgage File. None of the terms of any
Mortgage Note, Mortgage or Assignment of Leases has been impaired, waived in any
material respect, altered or modified in any respect, except by written
instruments, all of which are included in the related Mortgage File and none of
the mortgage loans have been modified since October 7, 2002.

            7. Condition of Property; Condemnation. A property inspection report
was prepared in connection with the origination of each Mortgage Loan (except in
certain cases where the Mortgaged Property was newly constructed). With respect
to each Mortgaged Property securing a Mortgage Loan that was the subject of a
property inspection report or a Certificate of Substantial Completion or an
Architect's Certificate of Completion prepared on or after June 1, 2001, other
than as disclosed in such property inspection report or Certificate of
Substantial Completion or an Architect's Certificate of Completion, each such
Mortgaged Property is, to the Seller's knowledge, free and clear of any damage
(or adequate reserves therefor have been established) that would materially and
adversely affect its value as security for the related Mortgage Loan.

            With respect to the Mortgaged Properties for which property
inspection reports, Certificates of Substantial Completion or Architect's
Certificate of Completion were prepared prior to June 1, 2001, (a) such
Mortgaged Property is (i) free and clear of any damage that would materially and
adversely affect its value as security for the related Mortgage Loan; and (ii)
in good repair and condition so as not to materially and adversely affect its
value as security for the related Mortgage Loan; and (b) all building systems
contained on such Mortgaged Property are in good working order so as not to
materially and adversely affect its value as security for the related Mortgage
Loan or, in the case of (a) and (b) adequate reserves therefor have been
established or other resources are available.

            The Seller has received no notice of the commencement of any
proceeding for the condemnation of all or any material portion of any Mortgaged
Property. To the Seller's knowledge (based on surveys and/or title insurance
obtained in connection with the origination of the Mortgage Loans), as of the
date of the origination of each Mortgage Loan, all of the material improvements
on the related Mortgaged Property that were considered in determining the value
of the Mortgaged Property lay wholly within the boundaries of such property,
except for encroachments that are insured against by the lender's title
insurance policy referred to herein or that do not materially and adversely
affect the value or marketability of such Mortgaged Property, and no
improvements on adjoining properties materially encroached upon such Mortgaged
Property so as to materially and adversely affect the value or marketability of
such Mortgaged Property, except those encroachments that are insured against by
the Title Policy referred to herein.

            8. Title Insurance. Each Mortgaged Property is covered by an
American Land Title Association (or an equivalent form of) lender's title
insurance policy or pro forma policy (the "Title Policy") in the original
principal amount of the related Mortgage Loan after all advances of principal.
Each Title Policy insures that the related Mortgage is a valid first priority
lien on such Mortgaged Property, subject only to the Permitted Encumbrances
stated therein (or a marked up title insurance commitment or pro forma policy
marked as binding and counter-signed by the title insurer or its authorized
agent on which the required premium has been paid exists which evidences that
such Title Policy will be issued). Each Title Policy (or, if it has yet to be
issued, the coverage to be provided thereby) is in full force and effect, all
premiums thereon have been paid, no material claims have been made thereunder
and no claims have been paid thereunder. No holder under the related Mortgage
has done, by act or omission, anything that would materially impair the coverage
under such Title Policy. Immediately following the transfer and assignment of
the related Mortgage Loan to the Trustee, such Title Policy (or, if it has yet
to be issued, the coverage to be provided thereby) will inure to the benefit of
the Trustee without the consent of or notice to the insurer. To the Seller's
knowledge, the insurer issuing such Title Policy is qualified to do business in
the jurisdiction in which the related Mortgaged Property is located.

            9. No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement and as to disbursements of any funds
escrowed for such purpose that were to have been complied with on or before the
Closing Date have been complied with, or any such funds so escrowed have not
been released.

            10. Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary and
enforceable provisions (subject to the exceptions set forth in paragraph 13),
including foreclosure, such as to render the rights and remedies of the holder
thereof adequate for the practical realization against the related Mortgaged
Property of the principal benefits of the security intended to be provided
thereby. The related Mortgage Loan documents provide for the appointment of a
receiver of rents following an event of default under such loan documents, to
the extent available under applicable law.

            11. Trustee under Deed of Trust. If any Mortgage is a deed of trust,
(a) a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (b) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.

            12. Environmental Conditions. An environmental site assessment
meeting ASTM standards and assessing all hazards generally assessed for similar
properties (as of the date of such assessment), including type, use and tenants
for such similar properties ("Environmental Report") was performed with respect
to each Mortgaged Property in connection with the origination or securitization
of each Mortgage Loan.

            (a) With respect to the Mortgaged Properties for which the
Environmental Reports were prepared on or after June 1, 2001, other than as
disclosed in the related Environmental Report therefor, to the Seller's
knowledge, (X) no Hazardous Material is present on such Mortgaged Property, such
that (1) the value, use or operations of such Mortgaged Property is materially
and adversely affected, or (2) under applicable federal, state or local law, (i)
such Hazardous Material could be required to be eliminated, remediated or
otherwise responded to at a cost or in a manner materially and adversely
affecting the value, use or operations of the Mortgaged Property before such
Mortgaged Property could be altered, renovated, demolished or transferred or
(ii) the presence of such Hazardous Material could (upon action by the
appropriate governmental authorities) subject the owner of such Mortgaged
Property, or the holders of a security interest therein, to liability for the
cost of eliminating, remediating or otherwise responding to such Hazardous
Material or the hazard created thereby at a cost or in a manner materially and
adversely affecting the value, use or operations of the Mortgaged Property, and
(Y) such Mortgaged Property is in material compliance with all applicable
federal, state and local laws and regulations pertaining to Hazardous Materials
or environmental hazards, any noncompliance with such laws or regulations does
not have a material adverse effect on the value, use or operations of such
Mortgaged Property and neither Seller nor, to the Seller's knowledge, the
related Mortgagor or any current tenant thereon, has received any notice of any
violation or potential violation of any such law or regulation. With respect to
any condition disclosed in an Environmental Report, which condition constituted
a violation of applicable laws or regulations or would materially and adversely
affect the value, use or operations of the related Mortgaged Property if not
remedied, such condition has either been satisfactorily remedied, consistent
with prudent commercial mortgage lending practices, or the applicable loan
documents contain provisions which address such condition to the satisfaction of
the Seller, consistent with prudent commercial mortgage lending practices, and
adequate funding or resources, consistent with prudent commercial mortgage
lending practices, were available to remedy or otherwise respond to such
condition.

            (b) With respect to the remaining Mortgaged Properties for which the
Environmental Reports were prepared prior to June 1, 2001, (X) no Hazardous
Material is present on such Mortgaged Property, such that (1) the value, use or
operations of such Mortgaged Property is materially and adversely affected, or
(2) under applicable federal, state or local law and regulations, (a) such
Hazardous Material could be required to be eliminated, remediated or otherwise
responded to at a cost or in a manner materially and adversely affecting the
value, use or operations of the Mortgaged Property before such Mortgaged
Property could be altered, renovated, demolished or transferred or (b) the
presence of such Hazardous Material could (upon action by the appropriate
governmental authorities) subject the owner of such Mortgaged Property, or the
holders of a security interest therein, to liability for the cost of
eliminating, remediating or otherwise responding to such Hazardous Material or
the hazard created thereby at a cost or in a manner materially and adversely
affecting the value, use or operations of the Mortgaged Property, and (Y) such
Mortgaged Property is in material compliance with all applicable federal, state
and local laws and regulations pertaining to Hazardous Materials or
environmental hazards, any noncompliance with such laws or regulations does not
have a material adverse effect on the value, use or operations of such Mortgaged
Property and neither Seller nor, to the Seller's knowledge, the related
Mortgagor or any current tenant thereon, has received any notice of any
violation or potential violation of any such law or regulation. With respect to
any condition disclosed in an Environmental Report, which condition constituted
a violation of applicable laws or regulations or would materially and adversely
affect the value, use or operations of the related Mortgaged Property if not
remedied, such condition has either been satisfactorily remedied, consistent
with prudent commercial mortgage lending practices, or the applicable loan
documents contain provisions which address such condition to the satisfaction of
the Seller, consistent with prudent commercial mortgage lending practices, and
adequate funding or resources, consistent with prudent commercial mortgage
lending practices, were available to remedy or otherwise respond to such
condition.

            (c)   Reserved.

            (d) Each Mortgage requires the related Mortgagor to comply with all
applicable federal, state and local environmental laws and regulations.

            (e) In the case of each Mortgage Loan set forth on Schedule 1 to
this Exhibit 2, (i) such Mortgage Loan is the subject of a secured creditor
impaired property policy or a commercial real estate pollution liability policy,
issued by the issuer set forth on Schedule 1 (the "Policy Issuer") and effective
as of the date thereof (the "Environmental Insurance Policy"), (ii) the
Environmental Insurance Policy is in full force and effect, (iii) on the
effective date of the Environmental Insurance Policy, Seller as originator had
no knowledge of any material and adverse environmental condition or circumstance
affecting the Mortgaged Property that was not disclosed to the Policy Issuer in
one or more of the following: (a) the application for insurance, (b) a borrower
questionnaire that was provided to the Policy Issuer or (c) an engineering or
other report provided to the Policy Issuer and (iv) the premium of any
Environmental Insurance Policy has been paid through the term of such policy.

            "Hazardous Materials" means gasoline, petroleum products,
explosives, radioactive materials, polychlorinated biphenyls or related or
similar materials, and any other substance, material or waste as may be defined
as a hazardous or toxic substance, material or waste by an federal, state or
local environmental law, ordinance, rule, regulation or order, including without
limitation, the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended (42 U.S.C.ss.ss.9601 et seq.), the Hazardous Materials
Transportation Act, as amended (49 U.S.C.ss.ss. 1801 et seq.), the Resource
Conservation and Recovery Act, as amended (42 U.S.C.ss.ss.6901 et seq.), the
Federal Water Pollution Control Act, as amended (33 U.S.C.ss.ss.1251 et seq.),
the Clean Air Act, as amended (42 U.S.C.ss.ss.7401 et seq.), and any regulations
promulgated pursuant thereto.

            13. Loan Document Status. Each Mortgage Note, Mortgage and other
agreement that evidences or secures such Mortgage Loan and that was executed by
or on behalf of the related Mortgagor is the legal, valid and binding obligation
of the maker thereof (subject to any non-recourse provisions contained in any of
the foregoing agreements and any applicable state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except with respect to provisions relating to default interest, yield
maintenance charges and prepayment premiums and as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law) and, to the Seller's knowledge, there is no
valid defense, counterclaim or right of offset or rescission available to the
related Mortgagor with respect to such Mortgage Note, Mortgage or other
agreements.

            14. Insurance. Each Mortgaged Property is required (or the holder of
the Mortgage can require) pursuant to the related Mortgage to be, and at
origination the Seller received evidence that such Mortgaged Property was,
insured by (a) a fire and extended perils insurance policy providing coverage
against loss or damage sustained by reason of fire, lightning, hail, windstorm
(with respect to the Mortgage Loans set forth on Schedule 2 attached hereto),
explosion, riot, riot attending a strike, civil commotion, aircraft, vehicles
and smoke, and, to the extent required as of the date of origination by the
originator of such Mortgage Loan consistent with its normal commercial mortgage
lending practices, against other risks insured against by persons operating like
properties in the locality of the Mortgaged Property, in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements on the Mortgaged Property, and with no
provisions for a deduction for depreciation in respect of awards for the
reconstruction of the improvements, and not less than the amount necessary to
avoid the operation of any co-insurance provisions with respect to the Mortgaged
Property; (b) a business interruption or rental loss insurance policy or
coverage, in an amount at least equal to nine (9) months of operations of the
Mortgaged Property; and (c) a flood insurance policy (if any portion of
buildings or other structures (excluding parking) on the Mortgaged Property are
located in an area identified by the Federal Emergency Management Agency
("FEMA") as a special flood hazard area (which "special flood hazard area" does
not include areas designated by FEMA as Zones B, C or X)). For each Mortgaged
Property located in a Zone 3 or Zone 4 seismic zone, either: (i) a seismic
report which indicated a PML of less than 20% was prepared, based on a 450 or
475-year lookback with a 10% probability of exceedance in a 50-year period, at
origination for such Mortgaged Property or (ii) the improvements for the
Mortgaged Property are insured against earthquake damage. With respect to each
Mortgaged Property, such Mortgaged Property is required pursuant to the related
Mortgage to be (or the holder of the Mortgage can require that the Mortgaged
Property be), and at origination the Seller received evidence that such
Mortgaged Property was, insured by a commercial general liability insurance
policy in amounts as are generally required by commercial mortgage lenders for
similar properties, and in any event not less than $1 million per occurrence.
Under such insurance policies either (A) the Seller is named as mortgagee under
a standard mortgagee clause or (B) the Seller is named as an additional insured,
and is entitled to receive prior notice as the holder of the Mortgage of
termination or cancellation. No such notice has been received, including any
notice of nonpayment of premiums, that has not been cured. Each Mortgage
obligates the related Mortgagor to maintain or cause to be maintained all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain or to cause to be maintained such insurance at the
Mortgagor's cost and expense and to seek reimbursement therefor from such
Mortgagor. Each Mortgage Loan provides that casualty insurance proceeds will be
applied either to the restoration or repair of the related Mortgaged Property or
to the reduction of the principal amount of the Mortgage Loan. Each Mortgage
provides that any related insurance proceeds, other than for a total loss or
taking, will be applied either to the repair or restoration of all or part of
the related Mortgaged Property, with the mortgagee or a trustee appointed by the
mortgagee having the right to hold and disburse such proceeds as the repair or
restoration progresses (except in such cases where a provision entitling another
party to hold and disburse such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender), or to the payment of the
outstanding principal balance of the Mortgage Loan together with any accrued
interest thereon, and any insurance proceeds in respect of a total or
substantially total loss or taking may be applied either to payment of
outstanding principal and interest on the Mortgage Loan (except as otherwise
provided by law) or to rebuilding of the Mortgaged Property.

            15. Taxes and Assessments and Ground Lease Rents. As of the Closing
Date, there are no delinquent taxes, assessments or other outstanding charges
affecting any Mortgaged Property that are or may become a lien of priority equal
to or higher than the lien of the related Mortgage. For purposes of this
representation and warranty, real property taxes and assessments shall be
considered delinquent commencing from the date on which interest or penalties
would be first payable thereon. As of the Closing Date, there are no delinquent
rents on any ground leases for any Mortgaged Property.

            16. Mortgagor Bankruptcy. No Mortgagor is a debtor in any state or
federal bankruptcy or insolvency proceeding and no Mortgaged Property or any
portion thereof is subject to a plan in any such proceeding.

            17. Leasehold Estate. Each Mortgaged Property consists of the
related Mortgagor's fee simple estate in real estate (the "Fee Interest") or the
related Mortgage Loan is secured in whole or in part by the interest of the
related Mortgagor as a lessee under a ground lease of the Mortgaged Property (a
"Ground Lease"), and if secured in whole or in part by a Ground Lease, either
(1) the ground lessor's fee interest is subordinated to the lien of the Mortgage
and the Mortgage will not be subject to any lien or encumbrances on the ground
lessor's fee interest, other than Permitted Encumbrances, and the holder of the
Mortgage is permitted to foreclose the ground lessor's fee interest within a
commercially reasonable time period or (2) the following apply to such Ground
Lease:

            (a) Such Ground Lease or a memorandum thereof has been or will be
      duly recorded; such Ground Lease (or the related estoppel letter or lender
      protection agreement between the Seller and related lessor) permits the
      interest of the lessee thereunder to be encumbered by the related
      Mortgage; does not restrict the use of the related Mortgaged Property by
      the lessee or its permitted successors and assigns in a manner that would
      materially and adversely affect the security provided by the related
      Mortgage; and, to the knowledge of the Seller, there has been no material
      change in the payment terms of such Ground Lease since the origination of
      the related Mortgage Loan, with the exception of material changes
      reflected in written instruments that are a part of the related Mortgage
      File;

            (b) The lessee's interest in such Ground Lease is not subject to any
      liens or encumbrances superior to, or of equal priority with, the related
      Mortgage, other than the ground lessor's related fee interest and
      Permitted Encumbrances;

            (c) The Mortgagor's interest in such Ground Lease is assignable to
      the Purchaser and its successors and assigns upon notice to, but (except
      in the case where such consent cannot be unreasonably withheld) without
      the consent of, the lessor thereunder (or, if such consent is required, it
      has been obtained prior to the Closing Date) and, in the event that it is
      so assigned, is further assignable by the Purchaser and its successors and
      assigns upon notice to, but without the need to obtain the consent of,
      such lessor (except in the case where such consent cannot be unreasonably
      withheld);

            (d) Such Ground Lease is in full force and effect, and the Seller
      has received no notice that an event of default has occurred thereunder,
      and, to the Seller's knowledge, there exists no condition that, but for
      the passage of time or the giving of notice, or both, would result in an
      event of default under the terms of such Ground Lease;

            (e) Such Ground Lease, or an estoppel letter or other agreement,
      requires the lessor under such Ground Lease to give notice of any material
      default by the lessee to the mortgagee (concurrent with notice given to
      the lessee), provided that the mortgagee has provided the lessor with
      notice of its lien in accordance with the provisions of such Ground Lease,
      and such Ground Lease, or an estoppel letter or other agreement, further
      provides that no notice of termination given under such Ground Lease is
      effective against the mortgagee unless a copy has been delivered to the
      mortgagee. The Seller has provided the lessor under the Ground Lease with
      notice of the Seller's lien on the Mortgaged Property in accordance with
      the provisions of such Ground Lease;

            (f) A mortgagee is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under such Ground Lease) to cure any default under such Ground
      Lease, which is curable after the receipt of notice of any such default,
      before the lessor thereunder may terminate such Ground Lease by reason of
      such default;

            (g) Such Ground Lease has an original term, along with any
      extensions set forth in such Ground Lease, not less than 10 years beyond
      the full amortization term of the Mortgage Loan;

            (h) Under the terms of such Ground Lease and the related Mortgage,
      taken together, any related insurance proceeds, other than for a total
      loss or taking, will be applied either to the repair or restoration of all
      or part of the related Mortgaged Property, with the mortgagee or a trustee
      appointed by the mortgagee having the right to hold and disburse such
      proceeds as the repair or restoration progresses (except in such cases
      where a provision entitling another party to hold and disburse such
      proceeds would not be viewed as commercially unreasonable by a prudent
      commercial mortgage lender), or to the payment of the outstanding
      principal balance of the Mortgage Loan together with any accrued interest
      thereon, and any insurance proceeds in respect of a total or substantially
      total loss or taking may be applied either to payment of outstanding
      principal and interest on the Mortgage Loan (except as otherwise provided
      by law) or to rebuilding of the Mortgaged Property;

            (i) Such Ground Lease does not impose any restrictions on subletting
      which would be viewed, as of the date of origination of the related
      Mortgage Loan, as commercially unreasonable by the Seller; and such Ground
      Lease contains a covenant that the lessor thereunder is not permitted, in
      the absence of an uncured default, to disturb the possession, interest or
      quiet enjoyment of any subtenant of the lessee, or in any manner, which
      would materially and adversely affect the security provided by the related
      Mortgage;

            (j) Such Ground Lease or an estoppel or other agreement requires the
      lessor to enter into a new lease with the Seller or its successors or
      assigns under terms which do not materially vary from the economic terms
      of the Ground Lease, in the event of a termination of the Ground Lease by
      reason of a default by the Mortgagor under the Ground Lease, including
      rejection of the Ground Lease in a bankruptcy proceeding; and

            (k) Such Ground Lease may not be materially amended, modified or,
      except in the case of a default, cancelled or terminated without the prior
      written consent of the holder of the Mortgage Loan, and any such action
      without such consent is not binding on such holder, including any increase
      in the amount of rent payable by the lessee thereunder during the term of
      the Mortgage Loan.

            18. Escrow Deposits. All escrow deposits and payments relating to
each Mortgage Loan that are, as of the Closing Date, required to be deposited or
paid have been so deposited or paid, and those escrow deposits and payments are
under control of the Seller or its agents.

            19. LTV Ratio. The gross proceeds of each Mortgage Loan to the
related Mortgagor at origination did not exceed the non-contingent principal
amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an
interest in real property having a fair market value (i) at the date the
Mortgage Loan was originated, at least equal to 80 percent of the original
principal balance of the Mortgage Loan or (ii) at the Closing Date, at least
equal to 80 percent of the principal balance of the Mortgage Loan on such date;
provided that for purposes hereof, the fair market value of the real property
interest must first be reduced by (x) the amount of any lien on the real
property interest that is senior to the Mortgage Loan and (y) a proportionate
amount of any lien that is in parity with the Mortgage Loan (unless such other
lien secures a Mortgage Loan that is cross-collateralized with such Mortgage
Loan, in which event the computation described in clauses (a)(i) and (a)(ii) of
this paragraph 19 shall be made on a pro rata basis in accordance with the fair
market values of the Mortgaged Properties securing such cross-collateralized
Mortgage Loans); or (b) substantially all the proceeds of such Mortgage Loan
were used to acquire, improve or protect the real property that served as the
only real property collateral for such Mortgage Loan (other than a recourse
feature or other third party credit enhancement within the meaning of Treasury
Regulations Section 1.860G-2(a)(1)(ii)).

            20. Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

            21. Advancement of Funds by the Seller. No holder of a Mortgage Loan
has advanced funds, or induced, solicited or knowingly received any advance of
funds from a party other than the owner of the related Mortgaged Property (or
any tenant required to make its lease payments directly to the holder of the
related Mortgage Loan), directly or indirectly, for the payment of any amount
required by such Mortgage Loan.

            22. No Mechanics' Liens. As of the applicable Mortgage Loan
origination date, and to the Seller's knowledge as of the Closing Date, each
Mortgaged Property is free and clear of any and all mechanics' and materialmen's
liens that are prior or equal to the lien of the related Mortgage and no rights
are outstanding that under law could give rise to any such lien that would be
prior or equal to the lien of the related Mortgage except, in each case, for
liens insured against by the Title Policy referred to herein, or, if any such
liens existing as of the Closing Date are not insured against by the Title
Policy referred to herein, such liens will not have a material adverse effect on
the value of the related Mortgaged Property.

            23. Compliance with Usury Laws. Each Mortgage Loan complied with all
applicable usury laws in effect at its date of origination.

            24. Cross-collateralization. No Mortgage Loan is cross-
collateralized or cross-defaulted with any loan other than one or more other
Mortgage Loans.

            25. Releases of Mortgaged Property. No Mortgage Note or Mortgage
requires the mortgagee to release all or any material portion of the related
Mortgaged Property that was included in the valuation for such Mortgaged
Property, and/or generates income, from the lien of the related Mortgage except
upon payment in full of all amounts due under the related Mortgage Loan, or upon
satisfaction of the defeasance provisions of such Mortgage Loan, other than the
Mortgage Loans that require the mortgagee to grant a release of a portion of the
related Mortgaged Property upon (a) the satisfaction of certain legal and
underwriting requirements where the portion of the related Mortgaged Property
permitted to be released was not considered by the Seller to be material in
underwriting the Mortgage Loan or, in the case of a substitution, where the
Mortgagor is entitled to substitute a replacement parcel at its unilateral
option upon the satisfaction of specified conditions, and/or (b) the payment of
a release price and prepayment consideration in connection therewith, consistent
with the Seller's normal commercial mortgage lending practices (and in both (a)
and (b), any release of the Mortgaged Property has been reflected in the
Mortgage Loan Schedule). Except as described in the prior sentence (other than
with respect to defeasance and substitution), no Mortgage Loan permits the full
or partial release or substitution of collateral unless (1) the mortgagor is
entitled to substitute a replacement parcel at its unilateral option upon
satisfaction of specified conditions, and (2) the mortgagee or servicer can
require the Mortgagor to provide an opinion of tax counsel to the effect that
such release or substitution of collateral (a) would not constitute a
"significant modification" of such Mortgage Loan within the meaning of Treas.
Reg. ss.1.1001-3 and (b) would not cause such Mortgage Loan to fail to be a
"qualified mortgage" within the meaning of Section 860G(a)(3)(A) of the Code.
The loan documents with respect to each Mortgage Loan require the related
Mortgagor to bear the cost of such opinion.

            26. No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization or for any contingent or additional interest in the form of
participation in the cash flow of the related Mortgaged Property.

            27. No Material Default. There exists no material default, breach,
violation or event giving the lender the right to accelerate the Mortgage Loan
(and, to the Seller's knowledge, no event has occurred which, with the passage
of time or the giving of notice, or both, would constitute any of the foregoing)
under the documents evidencing or securing the Mortgage Loan, in any such case
to the extent the same materially and adversely affects the value of the
Mortgage Loan and the related Mortgaged Property; provided, however, that this
representation and warranty does not address or otherwise cover any default,
breach, violation or event of acceleration that specifically pertains to any
matter otherwise covered by any other representation and warranty made by the
Seller in any of paragraphs 3, 7, 12, 14, 15, 16, 17, 18, 22 and 30 of this
Exhibit 2.

            28. Inspections. The Seller (or if the Seller is not the originator,
the originator of the Mortgage Loan) has inspected or caused to be inspected
each Mortgaged Property in connection with the origination of the related
Mortgage Loan.

            29. Local Law Compliance. To the best of Seller's knowledge, based
on due diligence performed at origination that was considered reasonable by
prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal or internal or external market study performed at origination.

            30. Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien junior to the lien of the related Mortgage.

            31. Actions Concerning Mortgage Loans. To the knowledge of the
Seller, there are no actions, suits or proceedings before any court,
administrative agency or arbitrator concerning any Mortgage Loan, Mortgagor or
related Mortgaged Property that could reasonably be expected to adversely affect
title to the Mortgaged Property or the validity or enforceability of the related
Mortgage or that could reasonably be expected to materially and adversely affect
the value of the Mortgaged Property as security for the Mortgage Loan or the use
for which the premises were intended.

            32. Servicing. The servicing and collection practices used by the
Seller or any prior holder or servicer of each Mortgage Loan have been in all
material respects legal, proper and prudent and have met customary industry
standards utilized by commercial lending institutions in the area where the
related Mortgaged Property is located.

            33. Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan, and to Seller's
knowledge, as of the Closing Date, based on servicing procedures customarily
performed in the Seller's servicing of the Mortgage Loans during the period in
which Seller owned each such Mortgage Loan, the related Mortgagor was in
possession of all material licenses, permits and franchises required by
applicable law for the ownership and operation of the related Mortgaged Property
as it was then operated.

            34. Collateral in Trust. The Mortgage Note for each Mortgage Loan is
not secured by a pledge of any collateral that has not been assigned to the
Purchaser.

            35. Due on Sale/Due on Encumbrance. Each Mortgage Loan contains a
"due on sale" clause, which provides for the acceleration of the payment of the
unpaid principal balance of the Mortgage Loan if, without prior written consent
of the holder of the Mortgage, the property subject to the Mortgage or any
material portion thereof, is transferred, sold or encumbered by a junior
mortgage or deed of trust; provided, however, that certain Mortgage Loans
provide a mechanism for the assumption of the loan by a third party upon the
Mortgagor's satisfaction of certain conditions precedent, and upon payment of a
transfer fee, if any, or transfer of interests in the Mortgagor or constituent
entities of the Mortgagor to a third party or parties related to the Mortgagor
upon the Mortgagor's satisfaction of certain conditions precedent.

            36. Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan either provide that (a) such Mortgage Loan is fully recourse to
the Mortgagor or (b) such Mortgage Loan constitutes the non-recourse obligations
of the related Mortgagor and non-recourse guarantors, if any, except that either
(i) such provision does not apply in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents or (ii) such documents provide that the Mortgagor
shall be liable to the holder of the Mortgage Loan for losses incurred as a
result of fraud by the Mortgagor. Except as set forth on Schedule 3 attached
hereto, either the Mortgagor or a guarantor with respect to each Mortgage Loan
is a natural person.

            37. Underwriting Policies. Each Mortgage Loan was either originated
by the Seller or an affiliate thereof, and each such origination of a Mortgage
Loan substantially complied with the Seller's underwriting policies in effect as
of such Mortgage Loan's origination date.

            38. REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage"
as such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages). Each Mortgaged Property will qualify as
foreclosure property within the meaning of Section 856(e) of the Code if
obtained by foreclosure or deed in lieu of foreclosure.

            39.   Reserved.

            40. Prepayment Penalties. Each prepayment penalty or yield
maintenance premium is consistent with those charged by the Seller in its
customary lending practices with respect to loans of the size and character of
the Mortgage Loans.

            41. Loan Provisions. No Mortgage Loan contains a provision that by
its terms would automatically or at the unilateral option of the Mortgagor cause
such Mortgage Loan not be a "qualified mortgage" as such term is defined in
Section 860G(a)(3) of the Code.

            42. Single Purpose Entity. The Mortgagor on each Mortgage Loan
listed on Schedule 4 attached hereto, was, as of the origination of the Mortgage
Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall
mean an entity, other than an individual, whose organizational documents provide
(or which entity covenanted in the Mortgage Loan documents) substantially to the
effect that it was formed or organized solely for the purpose of owning and
operating one or more of the Mortgaged Properties securing the Mortgage Loans
and prohibit it from engaging in any business unrelated to such Mortgaged
Property or Properties, and whose organizational documents further provide, or
which entity represented or covenanted in the related Mortgage Loan documents,
substantially to the effect that it does not have (or will not obtain) any
assets other than those related to its interest in and operation of such
Mortgaged Property or Properties, or any indebtedness other than as permitted by
the related Mortgage(s) or the other related Mortgage Loan documents, that it
has its own books and records and accounts separate and apart from any other
person, and that it holds itself out as a legal entity, separate and apart from
any other person.

            43. Defeasance and Assumption Costs. If the related Mortgage Loan
Documents provide for defeasance, such documents provide that the related
Mortgagor is responsible for the payment of all reasonable costs and expenses of
Lender incurred in connection with the defeasance of such Mortgage Loan and the
release of the related Mortgaged Property. The related Mortgage Loan Documents
require the related Mortgagor to pay all reasonable costs and expenses of Lender
associated with the approval of an assumption of such Mortgage Loan.

            44. Defeasance. No Mortgage Loan provides that it can be defeased
prior to the date that is two years after the Closing Date.

            45. Confidentiality. There are no provisions in any Note, Mortgage
or related loan documents with respect to any Mortgage Asset, nor any other
agreements or enforceable understandings with any Mortgagor, Mortgagor principal
or guarantor, which restrict the dissemination of information regarding any
Mortgagor, Mortgagor principal, guarantor or Mortgaged Property by the owner or
holder of the Mortgage Asset or requires such owner or holder to treat any
information regarding any Mortgagor, Mortgagor principal, guarantor or Mortgaged
Property as confidential.

            46. Terrorism Insurance Summary Report. The information set forth on
Schedule 5 hereto, was true and correct in all material respects as of November
25, 2002.

<PAGE>

                 Schedule 1 to Mortgage Loan Purchase Agreement

                       (Environmental Insurance Policies)

            As required by representation number 12(e) (Environmental
Conditions), the following is a list of Mortgage Loans that are the subject of a
secured creditor impaired property policy or a commercial real estate pollution
liability policy:

            None

<PAGE>

                 Schedule 2 to Mortgage Loan Purchase Agreement

                              (Windstorm Insurance)

            As required by representation number 14 (Insurance), the following
is a list of Mortgage Loans for which the applicable Seller received evidence at
origination that the related Mortgaged Property was insured by a fire and
extended perils insurance policy providing coverage for windstorm:

            None

<PAGE>
                 Schedule 3 to Mortgage Loan Purchase Agreement

                         (Non-Natural Person Guarantors)

            As required by representation number 36 (Non-Recourse Exceptions),
the following is a list of Mortgage Loans for which either the Mortgagor or a
guarantor with respect to the related Mortgage Loan is not a natural person:

Loan No.    Property
--------------------------------------------------------------------------------
23          Monroeville Giant Eagle

<PAGE>

                 Schedule 4 to Mortgage Loan Purchase Agreement

                            (Single Purpose Entities)

            As required by representation number 42 (Single Purpose Entities),
the following is a list of Mortgage Loans for which the related Mortgagor was,
as of the origination date, a Single Purpose Entity:

Loan No.     Property
--------------------------------------------------------------------------------
15           Speedway Shopping Center

32           Lowe's Home Center

46           Cave Springs Square Shopping Center & Annex

87           200 West Apartments

<PAGE>

                 Schedule 5 to Mortgage Loan Purchase Agreement

                      (Terrorism Insurance Summary Report)

            As required by representation number 46 (Terrorism Insurance Summary
Report), the following is a summary of the Terrorism Insurance with respect to
the Mortgage Loans:


                                                                        2002-IQ3
                                                             Terrorism Insurance
                                                                   As of 12/9/02


<TABLE>
<CAPTION>
LOAN                       Internal Loan
TAB NO.  Seller            ID                      Property Name
----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>               <C>                     <C>
         Nationwide        00-1000567              Marketplace at Washington Square
         Nationwide        00-1000922              Lowe's Home Center
         Nationwide        00-1001026              Southwest Crossing Tech Center
         Nationwide        00-1001037              Cave Springs Square Shopping Center & Annex
         Nationwide        00-1001059              200 West Apartments
         Nationwide        00-1001068              Speedway Shopping Center
         Nationwide        00-1001086              The Waters II
         Nationwide        03-0311503              Monroeville Giant Eagle
</TABLE>


11/18-Per Nationwide-"temporary" waiver
letters sent to Borrower on 3 loans
w/out terrorism coverage-copies of
letters received. There is a total of 4
loans without terrorism coverage.


<TABLE>
<CAPTION>
LOAN
TAB NO.  PROPERTY ADDRESS                                               BORROWER NAME
----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                                                            <C>
         1955-1977 Easton Street, Canton, OH                            McKinley Development Leasing Company, LTD.
         120 Airport Road                                               MHE Associates Limited Partnership and KAE Ames, LLC
         10100-10340 Viking Drive                                       Thomas S. Schreier
         4104-4141 North Cloverleaf Dr & 1045-1081 Cave Springs         Cave Springs Acquisition, LLC
         20201 Lorain Road                                              200 West Apartments, Ltd.
         13632 Highway 99                                               Mukilteo Center, L.L.C.
         2915 Waters Road                                               Thomas S. Schreier
         4010 Monroeville Boulevard                                     Mountain Top Associates

                                                                        TOTAL-ORIGINAL PRINCIPAL
                                                                        BALANCE
                                                                        % W/O TERRORISM INS
                                                                        Total Loans Renewal Info. Not
                                                                        Provided for terms expiring
                                                                        year end 2002
                                                                        % Recent Renewal Info. Not Provided




<CAPTION>
LOAN     ORIGINAL PRINCIPAL     CUT-OFF DATE
TAB NO.  BALANCE                BALANCE         MORTGAGE LOAN BORROWER
----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                    <C>             <C>
          $8,100,000             $7,834,521     McKinley Development Leasing Company, LTD.
          $6,635,000             $6,601,514     MHE Associates Limited Partnership and KAE Ames, LLC
          $3,000,000             $2,995,060     Thomas S. Schreier
          $4,700,000             $4,690,162     Cave Springs Acquisition, LLC
          $2,500,000             $2,453,274     200 West Apartments, Ltd.
         $10,740,000            $10,696,251     Mukilteo Center, L.L.C.
          $2,000,000             $1,996,118     Thomas S. Schreier
          $9,380,000             $8,413,632     Mountain Top Associates

         $47,055,000
              30.039%
                  $0
               0.000%




<CAPTION>
LOAN                                                        FUNDING           TERM OF
TAB NO.  PROPERTY                                           DATE              INSURANCE
----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                                                <C>               <C>
         Marketplace at Washington Square                   6/15/2001         02/16/03 - 02/16/03, 06/01/02 - 06/01/03
         Lowe's Home Center                                 4/30/2002         04/01/02 - 04/01/03, 02/01/02 - 02/01/03
         Southwest Crossing Tech Center                     9/13/2002         09/01/02 - 09-01/03
         Cave Springs Square Shopping Center & Annex        8/22/2002         07/01/02 - 07/01/03
         200 West Apartments                                8/27/2002         07/01/02 - 07/01/03
         Speedway Shopping Center                           8/29/2002         01/02/03
         The Waters II                                      9/13/2002         09/01/02 - 09/01/03
         Monroeville Giant Eagle                            1/15/1999         04/01/02 - 04/01/03




<CAPTION>
                                                                                                 SEPARATE
                                                                              EXCLUSIONS FOR     TERRORISM
LOAN                                                                          ACTS OF            INSURANCE
TAB NO.  CARRIER                                                              TERRORISM (1)      COVERAGE (2)
----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                                                                  <C>                <C>
         Republic Franklin/UTICA (L), Security Insurance of Hartford (P)      Not Excluded       N/A
         Lumbermens Mutual Casualty (L), Lexington Insurance Co (P)           Excluded           N/A
         Employers Insurance of Wausau (L), Travelers(P)                      Excluded           N/A
         Zurich Group (L,P)                                                   Not Excluded       N/A
         American Motorists (P), United National Ins.(L)                      Excluded           N/A
         Wausau Business Insurance (P), National Surety Corp (L, excess L)    Not Excluded       N/A
         Employers Insurance of Wausau (L), Travelers (P)                     Excluded           N/A
         Factory Mutual Ins (P), Lloyd's Underwriters (P), USP&G (L)          Not Excluded       N/A




<CAPTION>
                                                            SEPARATE
                                                            CHEMICAL/BIOLOGICAL
                                    EXCLUSIONS FOR          TERRORISM
LOAN                                CHEMICAL/BIOLOGICAL     INSURANCE
TAB NO.  DEDUCTIBLE                 TERRORISM COVERAGE      COVERAGE (2)            DEDUCTIBLE
----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                        <C>                     <C>                     <C>
          N/A                       Not Excluded            N/A                     N/A, N/A
          N/A                       Excluded                N/A                       N/A
          N/A                       Excluded                N/A                     N/A, N/A
          N/A                       Not Excluded            N/A                       N/A
          N/A                       Excluded                N/A                     N/A, N/A
          N/A                       Not Excluded            N/A                     N/A, N/A
          N/A                       Excluded                N/A                     N/A, N/A
          $500,000/ $1,000,000      Not Excluded            N/A                     N/A, N/A, N/A




<CAPTION>
LOAN
TAB NO.  DESCRIBE MORTGAGE CATCH-ALL (3)                                                                 COMMENT
----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                                                                                             <C>
         Application says Borrower shall furnish (I) all risk insurance and (v) any other
         insurance coverage deemed necessary by Nationwide. Mortgage does not specifically
         require terrorism insurance
         Application says Borrower shall furnish (I) all risk insurance and (v) any other
         insurance coverage deemed necessary by Nationwide. Mortgage specifically requires
         terrorism insurance
         NW granted a Terrorism Insurance Waiver Letter. Application says borrower shall
         furnish I) all risk insurance and (v) any other insurance coverage deemed
         necessary by Nationwide. Mortgage specifically requires terrorism insurance
         Application says Borrower shall furnish (I) all risk insurance and (v) any other
         insurance coverage deemed necessary by Nationwide. Mortgage specifically requires
         terrorism insurance
         NW granted a Terrorism Insurance Waiver Letter. Application says borrower shall
         furnish I) all risk insurance and (v) any other insurance coverage deemed
         necessary by Nationwide. Mortgage specifically requires terrorism insurance
         Application says Borrower shall furnish (I) all risk insurance and (v) any other
         insurance coverage deemed necessary by Nationwide. Mortgage specifically requires
         terrorism insurance
         NW granted a Terrorism Insurance Waiver Letter. Application says borrower shall
         furnish I) all risk insurance and (v) any other insurance coverage deemed
         necessary by Nationwide. Mortgage specifically requires terrorism insurance
         Application says Borrower shall furnish (I) all risk insurance and (v) any other
         insurance coverage deemed necessary by Nationwide. Mortgage does not specifically
         require terrorism insurance
</TABLE>

<PAGE>

                                   Schedule A

                  Exceptions to Representations and Warranties

            The following exceptions are applicable with respect to the
representations and warranties in Exhibit 2 made by the Seller with respect to
the Mortgage Loans identified in these exceptions.

30. JUNIOR LIENS

          200 WEST APARTMENTS - Secondary financing of the property is
permitted in an amount of up to $500,000 so long as (i) Borrower is not in
default under the loan documents; (ii) the aggregate indebtedness placed
upon the property does not exceed a loan to value ratio of 50%; (iii) the
net operating income generated by the property covers the annual debt
service on the Note and on such secondary financing at least 1.2 times; and
(iv) the secondary financing loan documents (a) provide for a fixed rate of
interest (b) fully amortize such financing on a straight line basis no
later then the stated maturity date of the Note, and (c) are be
non-recourse to Borrower.

          MARKETPLACE AT WASHINGTON SQUARE - Secondary financing of the
property is permitted after the second anniversary of the date of funding
of the Note as long as: (i) Borrower is not in default under the loan
documents; (ii) the aggregate indebtedness placed upon the property does
not exceed a loan to value ratio of eighty percent (80%); (iii) the net
operating income generated by the property covers the annual debt service
on the Note and on such secondary financing at least 1.2 times; and (iv)
the secondary financing loan documents provide for a fixed rate of interest
on the secondary loan.

36. NON-RECOURSE EXCEPTIONS

          MONROEVILLE GIANT EAGLE - Deer Verona Corp. executed a
Principal's Indemnification Agreement, not an individual.


<PAGE>

                                   Schedule B

    List of Mortgagors that are Third-Party Beneficiaries Under Section 5(b)


                                      None

<PAGE>

                                    EXHIBIT 3

                               PRICING FORMULATION

              Purchase Price                         $49,455,347

<PAGE>

                                    EXHIBIT 4

                                  BILL OF SALE

            1. PARTIES. The parties to this Bill of Sale are the following:

               Seller:     Nationwide Life Insurance Company
               Purchaser:  Morgan Stanley Dean Witter Capital I Inc.

            2. SALE. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of December 1, 2002 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.

            3. PURCHASE PRICE. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. DEFINITIONS. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.

<PAGE>

            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of December, 2002.


SELLER:                                NATIONWIDE LIFE INSURANCE COMPANY


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:

PURCHASER:                             MORGAN STANLEY DEAN WITTER CAPITAL I INC.

                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:

<PAGE>

                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY


THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

GMAC Commercial Mortgage Corporation
200 Witmer Road
P.O. Box 1015
Horsham, Pennsylvania 19044-8015
Attention: [___________________]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Asset Backed Securities Trust Services Group


                            LIMITED POWER OF ATTORNEY

            Know all persons by these presents; that the undersigned, having an
address of [MORTGAGE LOAN SELLER'S ADDRESS] (the "Seller"), being duly empowered
and authorized to do so, does hereby make, constitute and appoint GMAC
Commercial Mortgage Corporation, having an address of 200 Witmer Road, P.O. Box
1015, Horsham, Pennsylvania 19044-8015, Attention: Portfolio Manager - Morgan
Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-IQ3 (the "General Master Servicer"), GMAC Commercial
Mortgage Corporation, having an address of 550 California Street, 12th Floor,
San Francisco, California 94104, Attention: Portfolio Manager - Morgan Stanley
Dean Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2002-IQ3 (the "General Special Servicer") and LaSalle Bank National
Association, having an address of 135 South LaSalle Street, Suite 1625, Chicago,
Illinois 60603, Attention: Asset Backed Securities Trust Service Group-Morgan
Stanley Dean Witter Capital I Inc., Series 2002-IQ3 (the "Trustee") as the true
and lawful attorneys-in-fact for the undersigned, in its name, place and stead,
and for its use and benefit:

            1. To empower the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to submit for recording, at the
expense of the Seller, any mortgage loan documents required to be recorded as
described in the Pooling and Servicing Agreement and any intervening assignments
with evidence of recording thereon that are required to be included in the
Mortgage File (so long as original counterparts have previously been delivered
to the Trustee).

            2. This power of attorney shall be limited to the above-mentioned
exercise of power.

            3. This instrument is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers
herein is not intended to, nor does it give rise to, and it is not intended to
be construed as, a general power of attorney.

            4. The rights, power of authority of said attorney herein granted
shall commence and be in full force and effect on the date hereof and such
rights, powers and authority shall remain in full force and effect until the
termination of the Pooling and Servicing Agreement, dated as of December 1, 2002
(the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc., as Depositor, the General Master Servicer, the General Special
Servicer, NCB, FSB, as NCB Master Servicer, National Consumer Cooperative Bank,
as Co-op Special Servicer, Principal Global Investors, LLC, as Special Servicer
of the San Tomas Mortgage Loan, the Trustee and ABN AMRO Bank N.V., as Fiscal
Agent, with respect to the Trust.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

<PAGE>

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of December, 2002.


Witnessed by:                          [SELLER]



                                       By:
---------------------------------          -------------------------------------
Print Name:                                Name:
                                           Title:



STATE OF______________________)

COUNTY OF_____________________)

On __________________________, before me, a Notary Public in and for said
county, personally appeared ________________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person acted and executed the instrument.
Witness my hand and official seal.


---------------------------------------
Commission Expires:

<PAGE>

                                    EXHIBIT L

                            FORM OF INSPECTION REPORT



[logo] MORTGAGE BANKERS                        Loan Number:
       ASSOCIATION OF AMERICA                                -------------------
                                               Investor Number:
                                                               -----------------
                                               Reviewed By:
                                                             -------------------
STANDARD INSPECTION FORM                       Property Type:
                                                             -------------------
                                                                     Page 1 of 3
================================================================================
I.   LOAN/ INSPECTION INFORMATION
--------------------------------------------------------------------------------

    Servicer Name:                          Overall Property Rating:
                  ------------------------                          ------------
    Lender/Investor                         Deferred Maintenance?
                  ------------------------                       ---------------
    Borrower:                               Date of Inspection:
                  ------------------------                     -----------------
    Property Name:                          Inspected By:
                  ------------------------                     -----------------
    Property Address:                       Inspector Name:
                     ---------------------                     -----------------
    City, State, Zip:                       Rent Roll Attached?
                     ---------------------                     -----------------
    Borrower Contact:
                     ---------------------                     -----------------
    Contact Phone:                          Loan Balance:
                  ------------------------                     -----------------


--------------------------------------------------------------------------------
II.   MARKET DATA
--------------------------------------------------------------------------------

    Area:                                 Development:
                       -----------------                   ---------------------
    Growth Rate:                          Present Use - %: Single Family
                       -----------------                                  ------
    Change in Current Use:                                 2-4 Family
                          --------------                                  ------
    New Construction:                                      Apartment
                       -----------------                                  ------
    Area Trends Appear to be:                              Commercial
                             -----------                                  ------
    Major Competition:                                     Industrial
                       -----------------                                  ------
                                                           Undeveloped
                       -----------------                                  ------


    Describe Surrounding Area and Land Use:

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


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


    Describe the Subject's Competition in the Marketplace:

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


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

    ----------
    Site Data
    ----------


      Please answer each question using ABOVE AVERAGE, AVERAGE, OR BELOW AVERAGE
      ratings

    Street Appeal                     Access to Major Arteries:
                       -------------                            ----------------
    Visibility:                       Access to Local Amenities:
                       -------------                            ----------------
    Ingress and Egress:               Access to Public Transportation:
                       -------------                                  ----------
    Traffic Volume                    Compatibility with Neighborhood:
                       -------------                                  ----------


--------------------------------------------------------------------------------
III.  MANAGEMENT INFORMATION
--------------------------------------------------------------------------------

    Management Company Name:                             Phone Number:
                              --------------------------               ---------
    Site Contact:
                              ---------------------------
    Is Management Affiliated with Borrower:
                                           --------------
    Frequency Property Manager visits the property?

                                                   ------
    Management of the Property Appears to be:
                                             ------------


--------------------------------------------------------------------------------
================================================================================

<PAGE>


[logo] MORTGAGE BANKERS                        Loan Number:     0
       ASSOCIATION OF AMERICA                                -------------------
                                               Investor Number: 0
                                                               -----------------
                                               Reviewed By:     0
                                                             -------------------
STANDARD INSPECTION FORM                       Property Type:   0
                                                             -------------------
                                                                     Page 2 of 3
================================================================================
IV.   PROPERTY INFORMATION
--------------------------------------------------------------------------------

    Number of Buildings:                  Square Feet:
                         ---------------                        ----------------
    Number of Units:                      Number of Units Occupied:
                         ---------------                           -------------
    Number of Floors:                     Percent Occupied:
                         ---------------                        ----------------
    Number of Parking Spaces:             Owner Occupied:
                             -----------                        ----------------
    Number of Elevators:
                         --------------

    ---------------
    Occupancy Data
    ---------------

    [ ]  OFFICE/RETAIL/INDUSTRIAL

    ----------------------------------------------------------------------------
       Five Largest
    Commercial Tenants    Expiration   Sq.Ft.  %NRA   Annual Rent   Rent/Sq. Ft.
    ----------------------------------------------------------------------------

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

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

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

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

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

    [ ]  MULTIFAMILY/HOSPITALITY/HEALTHCARE/MOBILE

    ----------------------------------------------------------------------------
         Unit Type      # of Units   Avg. Sq.Ft./Unit   Monthly Rent   # Vacant
    ----------------------------------------------------------------------------

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

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

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

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

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

    ----------
    Amenities
    ----------

    1                          6                         11
      ----------------------     ----------------------     --------------------
    2                          7                         12
      ----------------------     ----------------------     --------------------
    3                          8                         13
      ----------------------     ----------------------     --------------------
    4                          9                         14
      ----------------------     ----------------------     --------------------
    5                          10                        15
      ----------------------     ----------------------     --------------------

    -------------
    Improvements
    -------------

    Describe in detail what Repairs, Replacements or Improvements have been or
will be made this year.

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


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


    Describe in detail what Repairs, Replacements or Improvements have been
planned for the next 1-2 years.

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


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

--------------------------------------------------------------------------------
================================================================================

<PAGE>


[logo] MORTGAGE BANKERS                        Loan Number:     0
       ASSOCIATION OF AMERICA                                -------------------
                                               Investor Number: 0
                                                               -----------------
                                               Reviewed By:     0
                                                             -------------------
STANDARD INSPECTION FORM                       Property Type:   0
                                                             -------------------
                                                                     Page 3 of 3
================================================================================
V.   PROPERTY CONDITION
--------------------------------------------------------------------------------

      Please answer each question using EXCELLENT, GOOD, FAIR, POOR, NOT
      ACCESSIBLE, NOT INSPECTED, OR N/A ratings

    ---------                             ---------
    Exterior                              Interior
    ---------                             ---------

    Ingress/Egress                        Lobbies
                            ------------                            ------------
    Parking Lot                           Hallways
                            ------------                            ------------
    Striping                              Stairways
                            ------------                            ------------
    Drainage                              Interior Walls
                            ------------                            ------------
    Retaining Walls                       Painting/Wallcover
                            ------------                            ------------
    Sidewalks                             Flooring/Carpets/Tiles
                            ------------                            ------------
    Landscaping                           Ceilings
                            ------------                            ------------
    Signage                               Interior Doors
                            ------------                            ------------
    Site Lighting                         Windows
                            ------------                            ------------
    Roof Condition                        Kitchens
                            ------------                            ------------
    Flashing/Eaves/Ventilators            Appliances
                              ----------                            ------------
    Gutters/Downspouts                    Fixtures
                            ------------                            ------------
    Foundations                           Cabinets
                            ------------                            ------------
    Stairs/Railings                       Plumbing/Bathrooms
                            ------------                            ------------
    Glazing/Windows                       Electrical
                            ------------                            ------------
    Storefronts                           Lighting
                            ------------                            ------------
    Exterior Doors                        HVAC System
                            ------------                            ------------
    Amenities                             Basement
                            ------------                            ------------
    Loading Docks                         Mechanical Rooms
                            ------------                            ------------
    Paint                                 Boilers/Water Heaters
                            ------------                            ------------
    Siding/Trim                           Laundry Rooms
                            ------------                            ------------
    Balconies                             Elevators/Escalators
                            ------------                            ------------
    Security                              Sprinklers/Fire Protection
                            ------------                             -----------
    Refuse/Disposal                       Amenities
                            ------------                            ------------
    Other 1                               Other 1
             ------------   ------------           ---------------  ------------
    Other 2                               Other 2
             ------------   ------------           ---------------  ------------

    ---------------------
    Deferred Maintenance
    ---------------------

    Describe any deferred maintenance observed. Please also include comments for
fair or poor item noted above, as well as any health & safety concerns.

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









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

--------------------------------------------------------------------------------
ATTACH A MINIMUM OF EIGHT PHOTOGRAPHS INCLUDING BOTH EXTERIOR AND INTERIOR SHOTS
================================================================================

<PAGE>

                                    EXHIBIT M

                    FORM OF MONTHLY CERTIFICATEHOLDER REPORT

<TABLE>
<CAPTION>
<S>                                                     <C>                                             <C>

 ABN AMRO                            MORGAN STANLEY DEAN WITTER CAPITAL I TRUST                         STATEMENT DATE:
 LASALLE BANK N.A.                    GMAC COMMERCIAL MORTGAGE CORPORATION AND                          PAYMENT DATE:
 135 S. LASALLE STREET SUITE 1625           NCB, FSB AS MASTER SERVICERS                                PRIOR PAYMENT:
 CHICAGO, IL 60603                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                       NEXT PAYMENT:
                                                   SERIES 2002-IQ3                                      RECORD DATE:
                                             ABN AMRO ACCT: XX-XXXX-XX-X
 ADMINISTRATOR:                                                                                         ANALYST:
                                         REPORTING PACKAGE TABLE OF CONTENTS
</TABLE>


-------------------------------------------------------------
                                                      Page(s)
REMIC Certificate Report
Bond Interest Reconciliation
Cash Reconciliation Summary
15 Month Historical Loan Status Summary
15 Month Historical Payoff/Loss Summary
Historical Collateral Level Prepayment Report
Delinquent Loan Detail
Mortgage Loan Characteristics
Loan Level Detail
Specially Serviced Report
Modified Loan Detail
Realized Loss Detail
Appraisal Reduction Detail
-------------------------------------------------------------



--------------------------------
Issue Id:

Monthly Data File Name:
--------------------------------



--------------------------------
 Closing Date:
 First Payment Date:
 Assumed Final Payment Date:
--------------------------------

<TABLE>
<CAPTION>
<S>                                   <C>
-----------------------------------------------------------------------------------------------
                              Contact Information
               Issuer: Morgan Stanley Dean Witter Capital I Trust
              Depositor: Morgan Stanley Dean Witter Capital I Inc.
Underwriter: Morgan Stanley & Co. Inc., Merrill Lynch & Co. and Lehman Brothers Inc.
       Master Servicer: GMAC Commercial Mortgage Corporation and NCB, FSB
Special Servicer: GMAC Commercial Mortgage Corporation and National Consumer Cooperative Bank
Rating Agency: Moody's Investors Service, Inc. and Standard & Poor's Rating Services
-----------------------------------------------------------------------------------------------
</TABLE>




-------------------------------------------------------------------------------
       Information is available for this issue from the following sources
     LaSalle Web Site                                          www.etrustee.net

-------------------------------------------------------------------------------
<PAGE>



<TABLE>
<CAPTION>
<S>                                                     <C>                                             <C>
 ABN AMRO                            MORGAN STANLEY DEAN WITTER CAPITAL I TRUST                         STATEMENT DATE:
 LASALLE BANK N.A.                    GMAC COMMERCIAL MORTGAGE CORPORATION AND                          PAYMENT DATE:
                                            NCB, FSB AS MASTER SERVICERS                                PRIOR PAYMENT:
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                       NEXT PAYMENT:
                                                   SERIES 2002-IQ3   RECORD DATE:
                                             ABN AMRO ACCT: XX-XXXX-XX-X
</TABLE>


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                  PRINCIPAL
              ORIGINAL       OPENING   PRINCIPAL   ADJ. OR     NEGATIVE     CLOSING       INTEREST      INTEREST      PASS-THROUGH
 CLASS     FACE VALUE (1)    BALANCE    PAYMENT      LOSS    AMORTIZATION   BALANCE        PAYMENT     ADJUSTMENT       RATE (2)
 CUSIP        PER 1,000     PER 1,000  PER 1,000  PER 1,000   PER 1,000    PER 1,000      PER 1,000     PER 1,000    NEXT RATE (3)
-----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>              <C>        <C>        <C>         <C>         <C>            <C>           <C>


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


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


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

               0.00             0.00       0.00       0.00        0.00        0.00           0.00          0.00
===================================================================================================================================
                                                                                Total P&I Payment          0.00
                                                                                ===============================
</TABLE>


Notes: (1) N denotes notional balance not included in total (2) Interest Paid
       minus Interest Adjustment minus Deferred Interest equals Accrual (3)
       Estimated

<PAGE>


<TABLE>
<CAPTION>
<S>                                                     <C>                                             <C>
 ABN AMRO                            MORGAN STANLEY DEAN WITTER CAPITAL I TRUST                         STATEMENT DATE:
 LASALLE BANK N.A.                    GMAC COMMERCIAL MORTGAGE CORPORATION AND                          PAYMENT DATE:
                                            NCB, FSB AS MASTER SERVICERS                                PRIOR PAYMENT:
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                       NEXT PAYMENT:
                                                   SERIES 2002-IQ3                                      RECORD DATE:
                                             ABN AMRO ACCT: XX-XXXX-XX-X

                                            BOND INTEREST RECONCILIATION
</TABLE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                             DEDUCTIONS                                  ADDITION
         ---------------                 -----------------------------------------------    ---------------------------------------
                            ACCRUED                      ADD.       DEFERRED &               PRIOR        PREPAY-        OTHER
              ACCRUAL      CERTIFICATE   ALLOCABLE      TRUST       ACCRETION    INTEREST   INT. SHORT-     MENT        INTEREST
CLASS    METHOD    DAYS    INTEREST        PPIS       EXPENSES(1)    INTEREST    LOSSES      FALLS DUE    PENALTIES    PROCEEDS(2)
-----------------------------------------------------------------------------------------------------------------------------------
<S>       <C>      <C>      <C>           <C>          <C>           <C>          <C>        <C>           <C>         <C>


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


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


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


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

                              0.00          0.00         0.00          0.00        0.00          0.00      0.00           0.00
====================================================================================================================================
</TABLE>


<TABLE>
<CAPTION>
--------------------------------------------------------     --------------------------
                                        REMAINING
         DISTRIBUTABLE      INTEREST   OUTSTANDING
          CERTIFICATE        PAYMENT     INTEREST                   CREDIT SUPPORT
CLASS      INTEREST           AMOUNT    SHORTFALLS              ORIGINAL     CURRENT(3)
--------------------------------------------------------     --------------------------
<S>         <C>              <C>         <C>                    <C>          <C>


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


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


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


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

               0.00           0.00          0.00
========================================================     ==========================
</TABLE>

(1)   Additional Trust Expenses are fees allocated directly to the bond
      resulting in a deduction to accrued interest and not carried as an
      outstanding shortfall.

(2)   Other Interest Proceeds include default interest, PPIE and Recoveries of
      Interest.

(3)   Determined as follows: (A) the ending balance of all the classes less (B)
      the sum of (i) the ending balance of the class and (ii) the ending balance
      of all classes which are not subordinate to the class divided by (A).

<PAGE>

<TABLE>
<CAPTION>
<S>                                                     <C>                                             <C>
 ABN AMRO                            MORGAN STANLEY DEAN WITTER CAPITAL I TRUST                         STATEMENT DATE:
 LASALLE BANK N.A.                    GMAC COMMERCIAL MORTGAGE CORPORATION AND                          PAYMENT DATE:
                                            NCB, FSB AS MASTER SERVICERS                                PRIOR PAYMENT:
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                       NEXT PAYMENT:
                                                   SERIES 2002-IQ3                                      RECORD DATE:
                                             ABN AMRO ACCT: XX-XXXX-XX-X

                                             CASH RECONCILIATION SUMMARY
</TABLE>


----------------------------------------------------
         INTEREST SUMMARY
----------------------------------  ----------------
Current Scheduled Interest
Less Deferred Interest
Plus Advance Interest
Plus Unscheduled Interest
PPIS Reducing Scheduled Interest
Less Total Fees Paid To Servicer
Plus Fees Advanced for PPIS
Less Fee Strips Paid by Servicer
Less Misc. Fees & Expenses
Less Non Recoverable Advances
----------------------------------  ----------------
Interest Due Trust
----------------------------------  ----------------
Less Trustee Fee
Less Fee Strips Paid by Trust
----------------------------------  ----------------
Remittance Interest
----------------------------------------------------





----------------------------------------------------
       SERVICING FEE SUMMARY
----------------------------------  ----------------
Current Servicing Fees
Plus Fees Advanced for PPIS
Less Reduction for PPIS
Plus Unscheduled Servicing Fees
----------------------------------  ----------------
Total Servicing Fees Paid
----------------------------------------------------




----------------------------------------------------
           PPIS SUMMARY
----------------------------------  ----------------
Gross PPIS
Reduced by PPIE
Reduced by Shortfalls in Fees
Reduced by Other Amounts
----------------------------------  ----------------
PPIS Reducing Scheduled Interest
----------------------------------  ----------------
PPIS Reducing Servicing Fee
----------------------------------  ----------------
PPIS Due Certificate
----------------------------------------------------





-----------------------------------------------------------
       POOL BALANCE SUMMARY
-----------------------------------------------------------
                                    BALANCE         COUNT
----------------------------------  --------------  -------
Beginning Pool
Scheduled Principal Distribution
Unscheduled Principal Distribution
Deferred Interest
Liquidations
Repurchases
Ending Pool
-----------------------------------------------------------



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                                                ADVANCE
                                                -------
  PRIOR OUTSTANDING             CURRENT PERIOD               RECOVERED             ENDING OUTSTANDING
PRINCEIPAL     INTEREST    PRINCIPAL     INTEREST     PRINCIPAL     INTEREST     PRINCIPAL     INTEREST
------------------------------------------------------------------------------------------------------------
<S>            <C>         <C>           <C>          <C>           <C>          <C>           <C>


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

------------------------------------------------------------------------------------------------------------
</TABLE>


----------------------------------------------------
       PRINCIPAL SUMMARY
----------------------------------  ----------------
SCHEDULED PRINCIPAL:
Current Scheduled Principal
Advanced Scheduled Principal
----------------------------------  ----------------
Scheduled Principal Distribution
----------------------------------  ----------------
UNSCHEDULED PRINCIPAL:
Curtailments
Prepayments in Full
Liquidation Proceeds
Repurchase Proceeds
Other Principal Proceeds
----------------------------------  ----------------
Unscheduled Principal Distribution
----------------------------------  ----------------
Remittance Principal
----------------------------------------------------

----------------------------------------------------
Servicer Wire Amount
----------------------------------------------------






<PAGE>


<TABLE>
<CAPTION>
<S>                                                     <C>                                             <C>
 ABN AMRO                            MORGAN STANLEY DEAN WITTER CAPITAL I TRUST                         STATEMENT DATE:
 LASALLE BANK N.A.                    GMAC COMMERCIAL MORTGAGE CORPORATION AND                          PAYMENT DATE:
                                            NCB, FSB AS MASTER SERVICERS                                PRIOR PAYMENT:
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                       NEXT PAYMENT:
                                                   SERIES 2002-IQ3                                      RECORD DATE:
                                             ABN AMRO ACCT: XX-XXXX-XX-X

                             ASSET BACKED FACTS ~15 MONTH HISTORICAL LOAN STATUS SUMMARY
</TABLE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                  DELINQUENCY AGING CATEGORIES                       SPECIAL EVENT CATEGORIES (1)
                --------------------------------------------------------------   -----------------------------------------------
                 DELINQ 1     DELINQ 2      DELINQ 3+                                              SPECIALLY
DISTRIBUTION      MONTH        MONTHS        MONTHS      FORECLOSURE  REO         MODIFICATIONS     SERVICED       BANKRUPTCY
DATE            # BALANCE    # BALANCE     # BALANCE    # BALANCE     # BALANCE   # BALANCE        # BALANCE       # BALANCE
--------------------------------------------------------------------------------------------------------------------------------
<S>             <C>          <C>           <C>          <C>           <C>         <C>              <C>             <C>


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


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


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


--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Note: Modification, Specially Serviced & Bankruptcy Totals are Included in
      the Appropriate Delinquency Aging Category
<PAGE>


<TABLE>
<CAPTION>
<S>                                                     <C>                                             <C>
 ABN AMRO                            MORGAN STANLEY DEAN WITTER CAPITAL I TRUST                         STATEMENT DATE:
 LASALLE BANK N.A.                    GMAC COMMERCIAL MORTGAGE CORPORATION AND                          PAYMENT DATE:
                                            NCB, FSB AS MASTER SERVICERS                                PRIOR PAYMENT:
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                       NEXT PAYMENT:
                                                   SERIES 2002-IQ3                                      RECORD DATE:
                                             ABN AMRO ACCT: XX-XXXX-XX-X

                             ASSET BACKED FACTS ~15 MONTH HISTORICAL PAYOFF/LOSS SUMMARY
</TABLE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------  ----------------------------------
                ENDING                                  APPRAISAL     LIQUIDATIONS   REALIZED                           CURR
DISTRIBUTION    POOL (1)     PAYOFFS (2)   PENALTIES    REDUCT. (2)     (2)          LOSSES(2)   REMAINING TERM     WEIGHTED AVG.
DATE            # BALANCE    # BALANCE     # AMOUNT     # BALANCE     # BALANCE   # AMOUNT       LIFE   AMORT      COUPON   REMIT
-----------------------------------------------------------------------------------------------  ----------------------------------
<S>             <C>          <C>           <C>          <C>           <C>         <C>            <C>     <C>       <C>       <C>


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


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


-----------------------------------------------------------------------------------------------  ----------------------------------
</TABLE>

(1)   Percentage based on pool as of cutoff.
(2)   Percentage based on pool as of beginning of period.

<PAGE>



<TABLE>
<CAPTION>
<S>                                                     <C>                                             <C>
 ABN AMRO                            MORGAN STANLEY DEAN WITTER CAPITAL I TRUST                         STATEMENT DATE:
 LASALLE BANK N.A.                    GMAC COMMERCIAL MORTGAGE CORPORATION AND                          PAYMENT DATE:
                                            NCB, FSB AS MASTER SERVICERS                                PRIOR PAYMENT:
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                       NEXT PAYMENT:
                                                   SERIES 2002-IQ3                                      RECORD DATE:
                                             ABN AMRO ACCT: XX-XXXX-XX-X

                                    HISTORICAL COLLATERAL LEVEL PREPAYMENT REPORT
</TABLE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
DISCLOSURE  DISTRIBUTION   INITIAL           PAYOFF    PENALTY  PREPAYMENT MATURITY  PROPERTY                REMAINING TERM    NOTE
CONTROL#    DATE           BALANCE   CODE    AMOUNT     AMOUNT   DATE       DATE     TYPE      STATE   DSCR    LIFE    AMORT.  RATE
-------------------------  -----------------------------------  -------------------  ----------------  ----------------------------
<S>         <C>            <C>       <C>     <C>        <C>      <C>        <C>      <C>       <C>     <C>     <C>      <C>     <C>



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



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



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



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



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

                           Cumulative              0         0
                           -----------------------------------
</TABLE>


<TABLE>
<CAPTION>
<S>                                                     <C>                                             <C>
 ABN AMRO                            MORGAN STANLEY DEAN WITTER CAPITAL I TRUST                         STATEMENT DATE:
 LASALLE BANK N.A.                    GMAC COMMERCIAL MORTGAGE CORPORATION AND                          PAYMENT DATE:
                                            NCB, FSB AS MASTER SERVICERS                                PRIOR PAYMENT:
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                       NEXT PAYMENT:
                                                   SERIES 2002-IQ3                                      RECORD DATE:
                                             ABN AMRO ACCT: XX-XXXX-XX-X
</TABLE>

                                               DELINQUENT LOAN DETAIL
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                      PAID                 OUTSTANDING   OUT. PROPERTY                  SPECIAL
DISCLOSURE DOC        THRU     CURRENT P&I   P7I        PROTECTION      ADVANCE        SERVICER     FORECLOSURE  BANKRUPTCY   REO
CONTROL #             DATE     ADVANCE     ADVANCES**    ADVANCES     DESCRIPTION(1) TRANSFER DATE    DATE         DATE      DATE
------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>      <C>         <C>           <C>          <C>             <C>            <C>          <C>         <C>


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


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


------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

A. P&I Advance - Loan in Grace Period
B. P&I Advance - Late Payment but < one month delinq
1. P&I Advance - Loan delinquent 1 month
2. P&I Advance - Loan delinquent 2 months
3. P&I Advance - Loan delinquent 3 months or More
4. Matured Balloon/Assumed Scheduled Payment




** Outstanding P&I Advances include the current period P&I Advance

<PAGE>


<TABLE>
<CAPTION>
<S>                                                     <C>                                             <C>
 ABN AMRO                            MORGAN STANLEY DEAN WITTER CAPITAL I TRUST                         STATEMENT DATE:
 LASALLE BANK N.A.                    GMAC COMMERCIAL MORTGAGE CORPORATION AND                          PAYMENT DATE:
                                            NCB, FSB AS MASTER SERVICERS                                PRIOR PAYMENT:
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                       NEXT PAYMENT:
                                                   SERIES 2002-IQ3                                      RECORD DATE:
                                             ABN AMRO ACCT: XX-XXXX-XX-X

                                            MORTGAGE LOAN CHARACTERISTICS
</TABLE>


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                   DISTRIBUTION OF PRINCIPAL BALANCES
-------------------------------------------------------------------------------------------------------
       CURRENT SCHEDULED           # OF        SCHEDULED       % OF              WEIGHTED AVERAGE
           BALANCES                LOANS        BALANCE       BALANCE      TERM        COUPON     DSCR
-------------------------------------------------------------------------------------------------------
<S>                                <C>         <C>            <C>          <C>         <C>        <C>


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


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


-------------------------------------------------------------------------------------------------------
                                      0       0  0.00%
-------------------------------------------------------------------------------------------------------
</TABLE>


Average Scheduled Balance
Maximum Scheduled Balance
Minimum Scheduled Balance

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
                         DISTRIBUTION OF REMAINING TERM (FULLY AMORTIZING)
--------------------------------------------------------------------------------------------
FULLY AMORTIZING      # OF         SCHEDULED       % OF            WEIGHTED AVERAGE
MORTGAGE LOANS        LOANS        BALANCE         BALANCE    TERM         COUPON      DSCR
--------------------------------------------------------------------------------------------
<S>                   <C>          <C>             <C>        <C>          <C>         <C>
                         0               0         0.00%
--------------------------------------------------------------------------------------------


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


--------------------------------------------------------------------------------------------
</TABLE>

                                   Minimum Remaining Term
                                   Maximum Remaining Term



<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                               DISTRIBUTION OF MORTGAGE INTEREST RATES
--------------------------------------------------------------------------------------------------------
        CURRENT MORTGAGE         # OF       SCHEDULED      % OF            WEIGHTED AVERAGE
        INTEREST RATE           LOANS        BALANCE      BALANCE      TERM        COUPON       DSCR
--------------------------------------------------------------------------------------------------------
        <S>                     <C>         <C>           <C>          <C>         <C>          <C>

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


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


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


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

--------------------------------------------------------------------------------------------------------
                                   0             0         0.00%
--------------------------------------------------------------------------------------------------------
</TABLE>

Minimum Mortgage            10.0000%
Interest Rate Maximum       10.0000%



<TABLE>
<CAPTION>
                     DISTRIBUTION OF REMAINING TERM (BALLOON)

----------------------------------------------------------------------------------
                                # OF    SCHEDULED   % OF      WEIGHTED AVERAGE
    BALLOON MORTGAGE LOANS      LOANS    BALANCE  BALANCE   TERM     COUPON   DSCR
----------------------------------------------------------------------------------
<S>                             <C>      <C>      <C>       <C>      <C>      <C>
0            to      60
61           to      120
121          to      180
181          to      240
241          to      360
----------------------------------------------------------------------------------
                                   0         0    0.00%
----------------------------------------------------------------------------------
</TABLE>

Minimum Remaining Term        0
Maximum Remaining Term        0


<PAGE>


<TABLE>
<CAPTION>
<S>                                                     <C>                                             <C>
 ABN AMRO                            MORGAN STANLEY DEAN WITTER CAPITAL I TRUST                         STATEMENT DATE:
 LASALLE BANK N.A.                    GMAC COMMERCIAL MORTGAGE CORPORATION AND                          PAYMENT DATE:
                                            NCB, FSB AS MASTER SERVICERS                                PRIOR PAYMENT:
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                       NEXT PAYMENT:
                                                   SERIES 2002-IQ3                                      RECORD DATE:
                                             ABN AMRO ACCT: XX-XXXX-XX-X

                                            MORTGAGE LOAN CHARACTERISTICS
</TABLE>



<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
                      DISTRIBUTION OF DSCR (CURRENT)
-------------------------------------------------------------------------------
    DEBT SERVICE        # OF    SCHEDULED    % OF
   COVERAGE RATION     LOANS     BALANCE   BALANCE      WAMM    WAC    DSCR
-------------------------------------------------------------------------------
<S>                    <C>       <C>       <C>          <C>     <C>    <C>


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

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

-------------------------------------------------------------------------------
                         0          0       0.00%
-------------------------------------------------------------------------------


</TABLE>

Maximum DSCR
Minimum DSCR


<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
                           DISTRIBUTION OF DSCR (CUTOFF)
-------------------------------------------------------------------------------
    DEBT SERVICE        # OF    SCHEDULED    % OF
   COVERAGE RATIO      LOANS     BALANCE   BALANCE   WAMM      WAC    DSCR
-------------------------------------------------------------------------------
<S>                    <C>      <C>        <C>       <C>       <C>    <C>


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


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


-------------------------------------------------------------------------------
                        0          0        0.00%
</TABLE>


Maximum DSCR              0.00
Minimum DSCR              0.00


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



<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
                              GEOGRAPHIC DISTRIBUTION
-------------------------------------------------------------------------------
                        # OF    SCHEDULED    % OF
     STATE             LOANS     BALANCE   BALANCE   WAMM      WAC    DSCR
-------------------------------------------------------------------------------
<S>                    <C>      <C>        <C>       <C>       <C>    <C>


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


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


-------------------------------------------------------------------------------
                        0                   0.00%
-------------------------------------------------------------------------------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
<S>                                                     <C>                                             <C>


 ABN AMRO                            MORGAN STANLEY DEAN WITTER CAPITAL I TRUST                         STATEMENT DATE:
 LASALLE BANK N.A.                    GMAC COMMERCIAL MORTGAGE CORPORATION AND                          PAYMENT DATE:
                                            NCB, FSB AS MASTER SERVICERS                                PRIOR PAYMENT:
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                       NEXT PAYMENT:
                                                   SERIES 2002-IQ3                                      RECORD DATE:
                                             ABN AMRO ACCT: XX-XXXX-XX-X

                                            MORTGAGE LOAN CHARACTERISTICS

</TABLE>


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
                         DISTRIBUTION OF PROPERTY TYPES
-------------------------------------------------------------------------------
                        # OF    SCHEDULED    % OF
   PROPERTY TYPES      LOANS     BALANCE   BALANCE   WAMM      WAC    DSCR
-------------------------------------------------------------------------------
<S>                    <C>      <C>        <C>       <C>       <C>    <C>


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


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


-------------------------------------------------------------------------------
                        0          0        0.00%
-------------------------------------------------------------------------------
</TABLE>





<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
                        DISTRIBUTION OF AMORTIZATION TYPE
-------------------------------------------------------------------------------
CURRENT SCHEDULED       # OF    SCHEDULED    % OF
    BALANCES           LOANS     BALANCE   BALANCE   WAMM      WAC    DSCR
-------------------------------------------------------------------------------
<S>                    <C>      <C>        <C>       <C>       <C>    <C>


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


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


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

-------------------------------------------------------------------------------
</TABLE>




<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
                         DISTRIBUTION OF LOAN SEASONING
-------------------------------------------------------------------------------
                        # OF    SCHEDULED    % OF
    NUMBER OF YEARS    LOANS     BALANCE   BALANCE   WAMM      WAC    DSCR
-------------------------------------------------------------------------------
<S>                    <C>      <C>        <C>       <C>       <C>    <C>


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


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


-------------------------------------------------------------------------------
                        0          0        0.00%
-------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
                       DISTRIBUTION OF YEAR LOANS MATURING
-------------------------------------------------------------------------------
                        # OF    SCHEDULED    % OF
    YEAR               LOANS     BALANCE   BALANCE   WAMM      WAC    DSCR
-------------------------------------------------------------------------------
<S>                    <C>      <C>        <C>       <C>       <C>    <C>
    1998
    1999
    2000
    2001
    2002
    2003
    2004
    2005
    2006
    2007
    2008
    2009 & Longer
-------------------------------------------------------------------------------
                        0                   0.00%
-------------------------------------------------------------------------------

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>                                                     <C>                                             <C>


 ABN AMRO                            MORGAN STANLEY DEAN WITTER CAPITAL I TRUST                         STATEMENT DATE:
 LASALLE BANK N.A.                    GMAC COMMERCIAL MORTGAGE CORPORATION AND                          PAYMENT DATE:
                                            NCB, FSB AS MASTER SERVICERS                                PRIOR PAYMENT:
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                       NEXT PAYMENT:
                                                   SERIES 2002-IQ3                                      RECORD DATE:
                                             ABN AMRO ACCT: XX-XXXX-XX-X

                                                  LOAN LEVEL DETAIL
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                     OPERATING               ENDING
DISCLOSURE        PROPERTY                           STATEMENT   MATURITY   PRINCIPAL   NOTE    SCHEDULED
CONTROL     GRP     TYPE     STATE     DSCR    NOI     DATE        DATE     BALANCE     RATE       P&I
-------------------------------------------------------------------------------------------------------------
<S>         <C>    <C>       <C>       <C>     <C>    <C>         <C>        <C>        <C>      <C>

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


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


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


-------------------------------------------------------------------------------------------------------------
                             W/Avg     0.00      0
-------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
                           SPEC.           LOAN
DISCLOSURE        MOD.     SERV    ASER    STATUS                 PREPAYMENT
CONTROL          FLAG      FLAG    FLAG    CODE(1)     AMOUNT     PENALTY     DATE
----------------------------------------------------------------------------------
<S>              <C>       <C>     <C>     <C>         <C>        <C>         <C>


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


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


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


----------------------------------------------------------------------------------
                                                            0           0        0
----------------------------------------------------------------------------------
</TABLE>

*     NOI and DSCR, if available and reportable under the terms of the Pooling
      and Servicing Agreement, are based on information obtained from the
      related borrower, and no other party to the agreement shall be held liable
      for the accuracy or methodology used to determine such figures.

(1) Legend:

        A. P&I Adv - in Grace Period
        B. P&I Adv - < one month delinq
        1. P&I Adv - delinquent 1 month
        2. P&I Adv - delinquent 2 months
        3. P&I Adv - delinquent 3+ months
        4. Mat. Balloon/Assumed P&I
        5. Prepaid in Full
        6. Specially Serviced
        7. Foreclosure
        8. Bankruptcy
        9. REO
        10. DPO
        11. Modification



<TABLE>
<CAPTION>
<S>                                                     <C>                                             <C>
ABN AMRO                             MORGAN STANLEY DEAN WITTER CAPITAL I TRUST                         STATEMENT DATE:
LASALLE BANK N.A.                     GMAC COMMERCIAL MORTGAGE CORPORATION AND                          PAYMENT DATE:
                                            NCB, FSB AS MASTER SERVICERS                                PRIOR PAYMENT:
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                       NEXT PAYMENT:
                                                   SERIES 2002-IQ3                                      RECORD DATE:
                                             ABN AMRO ACCT: XX-XXXX-XX-X

                                      SPECIALLY SERVICED (PART I) ~ LOAN DETAIL
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
    DISCLOSURE   TRANSFER          BALANCE            NOTE    MATURITY   REMAINING TERM      PROPERTY                       NOI
     CONTROL #     DATE    SCHEDULED         ACTUAL   RATE    DATE       LIFE     AMORT.     TYPE     STATE   NOI   DSCR   DATE
-------------------------------------------------------------------------------------------------------------------------------
     <S>          <C>      <C>               <C>      <C>     <C>        <C>      <C>         <C>     <C>     <C>   <C>    <C>


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


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


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


-------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
<S>                                                     <C>                                             <C>
 ABN AMRO                            MORGAN STANLEY DEAN WITTER CAPITAL I TRUST                         STATEMENT DATE:
 LASALLE BANK N.A.                    GMAC COMMERCIAL MORTGAGE CORPORATION AND                          PAYMENT DATE:
                                            NCB, FSB AS MASTER SERVICERS                                PRIOR PAYMENT:
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                       NEXT PAYMENT:
                                                   SERIES 2002-IQ3                                      RECORD DATE:
                                             ABN AMRO ACCT: XX-XXXX-XX-X

                            SPECIALLY SERVICED LOAN DETAIL (PART II) ~ SERVICER COMMENTS
</TABLE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
DISCLOSURE      RESOLUTION
CONTROL #       STRATEGY                           COMMENTS
------------------------------------------------------------------------------------------------
<S>             <C>                                <C>


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


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


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


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


------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>



<TABLE>
<CAPTION>
<S>                                                     <C>                                             <C>
 ABN AMRO                            MORGAN STANLEY DEAN WITTER CAPITAL I TRUST                         STATEMENT DATE:
 LASALLE BANK N.A.                    GMAC COMMERCIAL MORTGAGE CORPORATION AND                          PAYMENT DATE:
                                            NCB, FSB AS MASTER SERVICERS                                PRIOR PAYMENT:
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                       NEXT PAYMENT:
                                                   SERIES 2002-IQ3                                      RECORD DATE:
                                             ABN AMRO ACCT: XX-XXXX-XX-X

                                                MODIFIED LOAN DETAIL
</TABLE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
DISCLOSURE       MODIFICATION  MODIFICATION         MODIFICATION
CONTROL #            DATE          CODE              DESCRIPTION
------------------------------------------------------------------------------------------------
<S>              <C>           <C>                  <C>



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

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


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


------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
<S>                                                     <C>                                             <C>
 ABN AMRO                            MORGAN STANLEY DEAN WITTER CAPITAL I TRUST                         STATEMENT DATE:
 LASALLE BANK N.A.                    GMAC COMMERCIAL MORTGAGE CORPORATION AND                          PAYMENT DATE:
                                            NCB, FSB AS MASTER SERVICERS                                PRIOR PAYMENT:
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                       NEXT PAYMENT:
                                                   SERIES 2002-IQ3                                      RECORD DATE:
                                             ABN AMRO ACCT: XX-XXXX-XX-X

                                                REALIZED LOSS DETAIL
</TABLE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                      BEGINNING               GROSS PROCEEDS     AGGREGATE
DISTRIBUTION     DISCLOSURE   APPRAISAL   APPRAISAL   SCHEDULED   GROSS       AS OF % OF         LIQUIDATION
PERIOD           CONTROL#       DATE        VALUE     BALANCE    PROCEEDS     SCHEDPRINCIPAL     EXPENSES
--------------------------------------------------------------------------------------------------------------
<S>              <C>          <C>         <C>         <C>        <C>          <C>                <C>


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


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


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


--------------------------------------------------------------------------------------------------------------
                                                         0.00       0.00                    0.00
--------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
-------------------------------------------------------------
                   NET         NET PROCEEDS
DISTRIBUTION    LIQUIDATION    AS A % OF          REALIZED
PERIOD          PROCEEDS      SCHED. BALANCE        LOSS
-------------------------------------------------------------
<S>             <C>           <C>                  <C>


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


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


-------------------------------------------------------------
                   0.00                             0.00
-------------------------------------------------------------
</TABLE>

*     Aggregate liquidation expenses also include outstanding P&I advances and
      unpaid servicing fees, unpaid trustee fees, etc.

<PAGE>

<TABLE>
<CAPTION>
<S>                                                     <C>                                             <C>
ABN AMRO                             MORGAN STANLEY DEAN WITTER CAPITAL I TRUST                         STATEMENT DATE:
LASALLE BANK N.A.                     GMAC COMMERCIAL MORTGAGE CORPORATION AND                          PAYMENT DATE:
                                            NCB, FSB AS MASTER SERVICERS                                PRIOR PAYMENT:
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                       NEXT PAYMENT:
                                                   SERIES 2002-IQ3                                      RECORD DATE:
                                             ABN AMRO ACCT: XX-XXXX-XX-X

                                             APPRAISAL REDUCTION DETAIL
</TABLE>



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
DISCLOSURE    APPRAISAL   SCHEDULED    REDUCTION    NOTE   MATURITY  REMAINTING TERM   PROPERTY                       APPRAISAL
CONTROL#      RED. DATE     BALANCE      AMOUNT     RATE     DATE     LIFE   AMORT.      TYPE     STATE     DSCR    VALUE    DATE
----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>          <C>         <C>          <C>     <C>       <C>     <C>       <C>       <C>       <C>      <C>      <C>


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


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


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


----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                    EXHIBIT N

                   FORM OF OPERATING STATEMENT ANALYSIS REPORT

            COMMERCIAL OPERATING STATEMENT ANALYSIS REPORT (includes
           Retail/Office/Industrial/Warehouse/Mixed Use/Self Storage)

                                 AS OF MM/DD/YY
<TABLE>
<CAPTION>

==============================================================================================================================
<S>                                               <C>

PROPERTY OVERVIEW

      PROSPECTUS ID
                                                  --------------
      Current Scheduled Loan Balance/Paid to Date                                              Current Allocated Loan Amount %
                                                  ---------------------------------------------
      Property Name
                                                  ---------------------------------------------
      Property Type
                                                  ---------------------------------------------
      Property Address, City, State
                                                  ---------------------------------------------
      Net Rentable SF/Units/Pads,Beds                                            Use second box to specify sqft.,units...
                                                  -------------------------------
      Year Built/Year Renovated
                                                  -------------------------------
      Cap Ex Reserve (annually)/per Unit. etc.(1)                                 specify.annual/per unit...

      Year of Operations                          UNDERWRITING   MM/DD/YY   MM/DD/YY   MM/DD/YY   MM/DD/YY
                                                  ---------------------------------------------------------

      Occupancy Rate (physical)
                                                  ---------------------------------------------------------
      Occupancy Date

                                                  ---------------------------------------------------------
      Average Rental Rate
                                                  ---------------------------------------------------------

                                                  (1) Total $ amount of Capital Reserves required annually by loan
                                                  documents, excl. Leasing Commission and TI's

==============================================================================================================================


INCOME:

      Number of Mos. Covered                                                       (prcdng yr to base)(prcdng yr to 2nd prcdng)
                                                  ---------------------------------

      Period Ended                                UNDERWRITING   3RD        2ND     PRECEDING TTM/YTD (2)  YYYY-U/W  YYYY-YYYY
                                                  BASE LINE    PRECEDING  PRECEDING    YR.
                                                  -----------------------------------------------------------------------------
      Statement Classification (yr)                                                 (FM NOI   AS OF / /XX   VARIANCE  VARIANCE
                                                                                   ADJ SHEET)
                                                  -----------------------------------------------------------------------------
      Gross Potential Rent (3)
                                                  -----------------------------------------------------------------------------
         Less: Vacancy Loss
                                                  -----------------------------------------------------------------------------
          OR
                                                  -----------------------------------------------------------------------------
      Base Rent (3)
                                                  -----------------------------------------------------------------------------
      Expense Reimbursement
                                                  -----------------------------------------------------------------------------
      Percentage Rent
                                                  -----------------------------------------------------------------------------
      Parking Income
                                                  -----------------------------------------------------------------------------
      Other Income
                                                  -----------------------------------------------------------------------------
  *EFFECTIVE GROSS INCOME

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

                                                  (2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.

                                                  (3) Use either Gross Potential (with Vacancy Loss) or Base Rents; use
                                                      negative $amt for Vacancy Loss

  OPERATING EXPENSES:
                                                  -----------------------------------------------------------------------------
      Real Estate Taxes
                                                  -----------------------------------------------------------------------------
      Property Insurance
                                                  -----------------------------------------------------------------------------
      Utilities
                                                  -----------------------------------------------------------------------------
      Repairs and Maintenance
                                                  -----------------------------------------------------------------------------
      Janitorial
                                                  -----------------------------------------------------------------------------
      Management Fees
                                                  -----------------------------------------------------------------------------
      Payroll & Benefits
                                                  -----------------------------------------------------------------------------
      Advertising & Marketing
                                                  -----------------------------------------------------------------------------
      Professional Fees
                                                  -----------------------------------------------------------------------------
      General and Administrative
                                                  -----------------------------------------------------------------------------
      Other Expenses
                                                  -----------------------------------------------------------------------------
      Ground Rent
                                                  -----------------------------------------------------------------------------
 *TOTAL OPERATING EXPENSES
                                                  -----------------------------------------------------------------------------
  OPERATING EXPENSE RATIO
                                                  -----------------------------------------------------------------------------
 *NET OPERATING INCOME
                                                  -----------------------------------------------------------------------------
      Leasing Commissions
                                                  -----------------------------------------------------------------------------
      Tenant Improvements
                                                  -----------------------------------------------------------------------------
      Capital Expenditures
                                                  -----------------------------------------------------------------------------
      Extraordinary Capital Expenditures
                                                  -----------------------------------------------------------------------------
  TOTAL CAPITAL ITEMS
                                                  -----------------------------------------------------------------------------
                                                  -----------------------------------------------------------------------------
 *NET CASH FLOW
                                                  -----------------------------------------------------------------------------
  DEBT SERVICE (PER SERVICER)
                                                  -----------------------------------------------------------------------------
 *NET CASH FLOW AFTER DEBT SERVICE
                                                  -----------------------------------------------------------------------------

                                                  -----------------------------------------------------------------------------
 *DSCR: (NOI/DEBT SERVICE)
                                                  -----------------------------------------------------------------------------
 *DSCR: (NCF/DEBT SERVICE)
                                                  -----------------------------------------------------------------------------

                                                  -----------------------------------------------------------------------------
  SOURCE OF FINANCIAL DATA:
                                                  ------------------------------------------------------------

                                                  (ie. operating statements, financial statements, tax return,
                                                  other)

-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTES AND ASSUMPTIONS: Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: >10%
DSCR CHANGE, >15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.

INCOME: COMMENTS


EXPENSE: COMMENTS

CAPITAL ITEMS: COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
Loan Periodic Update File. Note that information for multiple property loans
must be consolidated (if available) for reporting to the CMSA Loan Periodic
Update file.

                                    Page 48
<PAGE>


<PAGE>
                MULTIFAMILY OPERATING STATEMENT ANALYSIS REPORT
                          (includes Mobile Home Parks)

                                 AS OF MM/DD/YY
<TABLE>
<CAPTION>

==============================================================================================================================
<S>                                               <C>

PROPERTY OVERVIEW

      PROSPECTUS ID
                                                  --------------
      Current Scheduled Loan Balance/Paid to Date                                              Current Allocated Loan Amount %
                                                  ---------------------------------------------
      Property Name
                                                  ---------------------------------------------
      Property Type
                                                  ---------------------------------------------
      Property Address, City, State
                                                  ---------------------------------------------
      Net Rentable SF/Units/Pads,Beds                                            Use second box to specify sqft.,units...
                                                  -------------------------------
      Year Built/Year Renovated
                                                  -------------------------------
      Cap Ex Reserve (annually)/per Unit. etc.(1)                                 specify annual/per unit...

      Year of Operations                          UNDERWRITING   MM/DD/YY   MM/DD/YY   MM/DD/YY   MM/DD/YY
                                                  ---------------------------------------------------------

      Occupancy Rate (physical)
                                                  ---------------------------------------------------------
      Occupancy Date

                                                  ---------------------------------------------------------
      Average Rental Rate
                                                  ---------------------------------------------------------

                                                  (1) Total $ amount of Capital Reserves required annually by loan
                                                      documents.

==============================================================================================================================


  INCOME:

      Number of Mos. Covered                                                       (prcdng yr to base)(prcdng yr to 2nd prcdng)
                                                  ---------------------------------

      Period Ended                                UNDERWRITING   3RD        2ND     PRECEDING TTM/YTD (2)  YYYY-U/W  YYYY-YYYY
                                                  BASE LINE    PRECEDING  PRECEDING    YR.
                                                  -----------------------------------------------------------------------------
      Statement Classification (yr)                                                 (FM NOI   AS OF / /XX   VARIANCE  VARIANCE
                                                                                   ADJ SHEET)
                                                  -----------------------------------------------------------------------------
      Gross Potential Rent (3)
                                                  -----------------------------------------------------------------------------
         Less: Vacancy Loss
                                                  -----------------------------------------------------------------------------
          OR
                                                  -----------------------------------------------------------------------------
      Base Rent (3)
                                                  -----------------------------------------------------------------------------
      Laundry/Vending Income
                                                  -----------------------------------------------------------------------------
      Parking Income
                                                  -----------------------------------------------------------------------------
      Other Income
                                                  -----------------------------------------------------------------------------
  *EFFECTIVE GROSS INCOME

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

                                                  (2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.

                                                  (3) Use either Gross Potential (with Vacancy Loss) or Base Rents; use
                                                      negative $amt for Vacancy Loss

  OPERATING EXPENSES:
                                                  -----------------------------------------------------------------------------
      Real Estate Taxes
                                                  -----------------------------------------------------------------------------
      Property Insurance
                                                  -----------------------------------------------------------------------------
      Utilities
                                                  -----------------------------------------------------------------------------
      Repairs and Maintenance
                                                  -----------------------------------------------------------------------------
      Management Fees
                                                  -----------------------------------------------------------------------------
      Payroll & Benefits
                                                  -----------------------------------------------------------------------------
      Advertising & Marketing
                                                  -----------------------------------------------------------------------------
      Professional Fees
                                                  -----------------------------------------------------------------------------
      General and Administrative
                                                  -----------------------------------------------------------------------------
      Other Expenses
                                                  -----------------------------------------------------------------------------
      Ground Rent
                                                  -----------------------------------------------------------------------------
 *TOTAL OPERATING EXPENSES
                                                  -----------------------------------------------------------------------------
  OPERATING EXPENSE RATIO
                                                  -----------------------------------------------------------------------------
 *NET OPERATING INCOME
                                                  -----------------------------------------------------------------------------
      Capital Expenditures
                                                  -----------------------------------------------------------------------------
      Extraordinary Capital Expenditures
                                                  -----------------------------------------------------------------------------
  TOTAL CAPITAL ITEMS
                                                  -----------------------------------------------------------------------------
                                                  -----------------------------------------------------------------------------
 *NET CASH FLOW
                                                  -----------------------------------------------------------------------------
  DEBT SERVICE (PER SERVICER)
                                                  -----------------------------------------------------------------------------
 *NET CASH FLOW AFTER DEBT SERVICE
                                                  -----------------------------------------------------------------------------

                                                  -----------------------------------------------------------------------------
 *DSCR: (NOI/DEBT SERVICE)
                                                  -----------------------------------------------------------------------------
 *DSCR: (NCF/DEBT SERVICE)
                                                  -----------------------------------------------------------------------------

                                                  -----------------------------------------------------------------------------
  SOURCE OF FINANCIAL DATA:
                                                  ------------------------------------------------------------

                                                  (ie. operating statements, financial statements, tax return,
                                                  other)

-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTES AND ASSUMPTIONS: Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: >10%
DSCR CHANGE, >15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.

INCOME: COMMENTS


EXPENSE: COMMENTS

CAPITAL ITEMS: COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
Loan Periodic Update File. Note that information for multiple property loans
must be consolidated (if available) for reporting to the CMSA Loan Periodic
Update file.

                                    Page 50
<PAGE>



                      MULTIFAMILY NOI ADJUSTMENT WORKSHEET
                          (includes Mobile Home Parks)

                                 AS OF MM/DD/YY
<TABLE>
<CAPTION>

==============================================================================================================================
<S>                                               <C>
 PROPERTY OVERVIEW

      PROSPECTUS ID
                                                  --------------
      Current Scheduled Loan Balance/Paid to Date                                              Current Allocated Loan Amount %
                                                  ---------------------------------------------
      Property Name
                                                  ---------------------------------------------
      Property Type
                                                  ---------------------------------------------
      Property Address, City, State
                                                  ---------------------------------------------
      Net Rentable SF/Units/Pads,Beds                                            Use second box to specify sqft.,units...
                                                  -------------------------------
      Year Built/Year Renovated
                                                  -------------------------------
      Cap Ex Reserve (annually)/per Unit. etc.(1)                                 specify.annual/per unit...

      Year of Operations
                                                  --------------
      Occupancy Rate (physical)
                                                  --------------
      Occupancy Date
                                                  --------------
      Average Rental Rate
                                                  --------------

                                                  (1) Total $ amount of Capital Reserves required annually by loan
                                                      documents.

==============================================================================================================================

  INCOME:                                         YYYY                                           NOTES

                                                  BORROWER      ADJUSTMENT     NORMALIZED
      Statement Classification                     ACTUAL
                                                  --------      ----------     ----------
      Gross Potential Rent (2)                                                                   Include Pad/RV rent
                                                  --------      ----------     ----------
         Less: Vacancy Loss
                                                  --------      ----------     ----------
           OR
                                                  --------      ----------     ----------
      Base Rent (2)
                                                  --------      ----------     ----------
      Laundry/Vending Income
                                                  --------      ----------     ----------
      Parking Income
                                                  --------      ----------     ----------
      Other Income                                                                               Include forfeited security/
                                                                                                 late fees/pet
                                                  --------      ----------     ----------
   EFFECTIVE GROSS INCOME
                                                  --------      ----------     ----------

                                                  (2) Use either Gross Potential (with Vacancy Loss) or Base Rents; use
                                                      negative $amt for Vacancy Loss

  OPERATING EXPENSES:
                                                  --------      ----------     ----------
      Real Estate Taxes
                                                  --------      ----------     ----------
      Property Insurance
                                                  --------      ----------     ----------
      Utilities
                                                  --------      ----------     ----------
      Repairs and Maintenance
                                                  --------      ----------     ----------
      Management Fees
                                                  --------      ----------     ----------
      Payroll & Benefits Expense
                                                  --------      ----------     ----------
      Advertising & Marketing
                                                  --------      ----------     ----------
      Professional Fees
                                                  --------      ----------     ----------
      General and Administrative
                                                  --------      ----------     ----------
      Other Expenses
                                                  --------      ----------     ----------
      Ground Rent
                                                  --------      ----------     ----------
   TOTAL OPERATING EXPENSES
                                                  --------      ----------     ----------
   OPERATING EXPENSE RATIO
                                                  --------                     ----------
   NET OPERATING INCOME
                                                  --------                     ----------
      Capital Expenditures
                                                  --------      ----------     ----------
      Extraordinary Capital Expenditures
                                                  --------      ----------     ----------
   TOTAL CAPITAL ITEMS
                                                  --------      ----------     ----------

   NET CASH FLOW

                                                  --------                     ----------
   DEBT SERVICE (PER SERVICER)
                                                  --------                     ----------
   NET CASH FLOW AFTER DEBT SERVICE
                                                  --------                     ----------
   DSCR: (NOI/DEBT SERVICE)
                                                  --------                     ----------
   DSCR: (NCF/DEBT SERVICE)
                                                  --------                     ----------
   SOURCE OF FINANCIAL DATA:
                                                  ---------------------------------------
                                                  (i.e. operating statements, financial statements, tax return, other)

-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTES AND ASSUMPTIONS: This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.

INCOME: COMMENTS


EXPENSE: COMMENTS

CAPITAL ITEMS: COMMENTS

                                    Page 51
<PAGE>
                  LODGING OPERATING STATEMENT ANALYSIS REPORT

                                 AS OF MM/DD/YY
<TABLE>
<CAPTION>

==============================================================================================================================
<S>                                               <C>

PROPERTY OVERVIEW

      PROSPECTUS ID
                                                  --------------
      Current Scheduled Loan Balance/Paid to Date                                              Current Allocated Loan Amount %
                                                  ---------------------------------------------
      Property Name
                                                  ---------------------------------------------
      Property Type
                                                  ---------------------------------------------
      Property Address, City, State
                                                  ---------------------------------------------
      Net Rentable SF/Units/Pads,Beds                                            Use second box to specify sqft.,units...
                                                  -------------------------------
      Year Built/Year Renovated
                                                  -------------------------------
      Cap Ex Reserve (annually)/per Unit. etc.(1)                                 specify annual/per unit...

      Year of Operations                          UNDERWRITING   MM/DD/YY   MM/DD/YY   MM/DD/YY   MM/DD/YY
                                                  ---------------------------------------------------------

      Occupancy Rate (physical)
                                                  ---------------------------------------------------------
      Occupancy Date

                                                  ---------------------------------------------------------
      Average Rental Rate
                                                  ---------------------------------------------------------

                                                  (1) Total $ amount of Capital Reserves required annually by loan
                                                  documents.

==============================================================================================================================


  INCOME:

      Number of Mos. Covered                                                       (prcdng yr to base)(prcdng yr to 2nd prcdng)
                                                  ---------------------------------

      Period Ended                                UNDERWRITING   3RD        2ND     PRECEDING TTM/YTD (2)  YYYY-U/W  YYYY-YYYY
                                                  BASE LINE    PRECEDING  PRECEDING    YR.
                                                  -----------------------------------------------------------------------------
      Statement Classification (yr)                                                 (FM NOI   AS OF / /      VARIANCE  VARIANCE
                                                                                   ADJ SHEET)
                                                  -----------------------------------------------------------------------------
      Room Revenue
                                                  -----------------------------------------------------------------------------
      Food & Beverage Revenues
                                                  -----------------------------------------------------------------------------
      Telephone Revenue
                                                  -----------------------------------------------------------------------------
      Other Departmental Revenue
                                                  -----------------------------------------------------------------------------
      Other Income
                                                  -----------------------------------------------------------------------------
  *DEPARTMENTAL REVENUE

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

                                                  (2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.

  OPERATING EXPENSES:
Departmental
                                                  -----------------------------------------------------------------------------
      Room
                                                  -----------------------------------------------------------------------------
      Food & Beverage
                                                  -----------------------------------------------------------------------------
      Telephone Expenses
                                                  -----------------------------------------------------------------------------
      Other Dept. Expenses
                                                  -----------------------------------------------------------------------------
DEPARTMENTAL EXPENSES:

                                                  -----------------------------------------------------------------------------
DEPARTMENTAL INCOME:
                                                  -----------------------------------------------------------------------------

GENERAL/UNALLOCATED
                                                  -----------------------------------------------------------------------------
      Real Estate Taxes
                                                  -----------------------------------------------------------------------------
      Property Insurance
                                                  -----------------------------------------------------------------------------
      Utilities
                                                  -----------------------------------------------------------------------------
      Repairs and Maintenance
                                                  -----------------------------------------------------------------------------
      Franchise Fee
                                                  -----------------------------------------------------------------------------
      Management Fees
                                                  -----------------------------------------------------------------------------
      Payroll & Benefits
                                                  -----------------------------------------------------------------------------
      Advertising & Marketing
                                                  -----------------------------------------------------------------------------
      Professional Fees
                                                  -----------------------------------------------------------------------------
      General and Administrative
                                                  -----------------------------------------------------------------------------
      Other Expenses
                                                  -----------------------------------------------------------------------------
      Ground Rent
                                                  -----------------------------------------------------------------------------
TOTAL GENERAL/UNALLOCATED
(For CMSA files, Total Expenses =
 Dept. Exp + General Exp.)
                                                  -----------------------------------------------------------------------------
   OPERATING EXPENSE RATIO
(=Departmental Revenue/(Dept. Exp. +
 General Exp.))
                                                  -----------------------------------------------------------------------------
  *NET OPERATING INCOME
                                                  -----------------------------------------------------------------------------
      Capital Expenditures
                                                  -----------------------------------------------------------------------------
      Extraordinary Capital Expenditures
                                                  -----------------------------------------------------------------------------
   TOTAL CAPITAL ITEMS
                                                  -----------------------------------------------------------------------------
 *NET CASH FLOW
                                                  -----------------------------------------------------------------------------
  DEBT SERVICE (PER SERVICER)
                                                  -----------------------------------------------------------------------------
 *NET CASH FLOW AFTER DEBT SERVICE
                                                  -----------------------------------------------------------------------------
                                                  -----------------------------------------------------------------------------
 *DSCR: (NOI/DEBT SERVICE)
                                                  -----------------------------------------------------------------------------
 *DSCR: (NCF/DEBT SERVICE)
                                                  -----------------------------------------------------------------------------

                                                  -----------------------------------------------------------------------------
  SOURCE OF FINANCIAL DATA:
                                                  ------------------------------------------------------------

                                                  (i.e. operating statements, financial statements, tax return,
                                                  other)

-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTES AND ASSUMPTIONS: Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: >10%
DSCR CHANGE, >15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.

INCOME: COMMENTS


EXPENSE: COMMENTS

CAPITAL ITEMS: COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
Loan Periodic Update File. Note that information for multiple property loans
must be consolidated (if available) for reporting to the CMSA Loan Periodic
Update file.



                                    Page 52
<PAGE>



                        LODGING NOI ADJUSTMENT WORKSHEET

                                 AS OF MM/DD/YY
<TABLE>
<CAPTION>

==============================================================================================================================
<S>                                               <C>
 PROPERTY OVERVIEW

      PROSPECTUS ID
                                                  --------------
      Current Scheduled Loan Balance/Paid to Date                                              Current Allocated Loan Amount %
                                                  ---------------------------------------------
      Property Name
                                                  ---------------------------------------------
      Property Type
                                                  ---------------------------------------------
      Property Address, City, State
                                                  ---------------------------------------------
      Net Rentable SF/Units/Pads,Beds                                            Use second box to specify sqft.,units...
                                                  -------------------------------
      Year Built/Year Renovated
                                                  -------------------------------
      Cap Ex Reserve (annually)/per Unit. etc.(1)                                 specify annual/per unit...

      Year of Operations
                                                  --------------
      Occupancy Rate (physical)
                                                  --------------
      Occupancy Date
                                                  --------------
      Average Rental Rate
                                                  --------------
      Rev Per Av. Room
                                                  --------------

                                                  (1) Total $ amount of Capital Reserves required annually by loan
                                                      documents.

==============================================================================================================================

  INCOME:                                         YYYY                                           NOTES

                                                  BORROWER      ADJUSTMENT     NORMALIZED
      Statement Classification                     ACTUAL
                                                  --------      ----------     ----------
      Room Revenue
                                                  --------      ----------     ----------
      Food & Beverage Revenues
                                                  --------      ----------     ----------
      Telephone Revenue
                                                  --------      ----------     ----------
      Other Departmental Revenue
                                                  --------      ----------     ----------
      Other Income
                                                  --------      ----------     ----------
  DEPARTMENTAL REVENUE: (2)
                                                  --------      ----------     ----------
                                                  (2) Report Departmental Revenue as EGI for CMSA Loan Periodic
                                                      and Property files

  OPERATING EXPENSES:
DEPARTMENTAL
                                                  --------      ----------     ----------
      Room
                                                  --------      ----------     ----------
      Food & Beverage
                                                  --------      ----------     ----------
      Telephone Expenses
                                                  --------      ----------     ----------
      Other Dept. Expenses
                                                  --------      ----------     ----------
DEPARTMENTAL EXPENSES:
                                                  --------      ----------     ----------
DEPARTMENTAL INCOME:
                                                  --------      ----------     ----------

General/Unallocated

                                                  --------      ----------     ----------
      Real Estate Taxes
                                                  --------      ----------     ----------
      Property Insurance
                                                  --------      ----------     ----------
      Utilities
                                                  --------      ----------     ----------
      Repairs and Maintenance
                                                  --------      ----------     ----------
      Franchise Fee
                                                  --------      ----------     ----------
      Management Fees
                                                  --------      ----------     ----------
      Payroll & Benefits
                                                  --------      ----------     ----------
      Advertising & Marketing
                                                  --------      ----------     ----------
      Professional Fees
                                                  --------      ----------     ----------
      General and Administrative
                                                  --------      ----------     ----------
      Other Expenses
                                                  --------      ----------     ----------
      Ground Rent
                                                  --------      ----------     ----------
TOTAL GENERAL/UNALLOCATED
                                                  --------      ----------     ----------
(For CMSA files, Total Expenses = Dept.
 Exp + General Exp.)

   OPERATING EXPENSE RATIO
                                                  --------      ----------     ----------
(=Departmental Revenue/(Dept. Exp. +
  General Exp.))

   NET OPERATING INCOME

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

      Capital Expenditures
                                                  --------      ----------     ----------
      Extraordinary Capital Expenditures
                                                  --------      ----------     ----------
   TOTAL CAPITAL ITEMS
                                                  --------      ----------     ----------
   NET CASH FLOW
                                                  --------      ----------     ----------
   DEBT SERVICE (PER SERVICER)
                                                  --------      ----------     ----------
   NET CASH FLOW AFTER DEBT SERVICE
                                                  --------      ----------     ----------
   DSCR: (NOI/DEBT SERVICE)
                                                  --------      ----------     ----------
   DSCR: (NCF/DEBT SERVICE)
                                                  --------      ----------     ----------
   SOURCE OF FINANCIAL DATA:
                                                  ---------------------------------------
                                                  (i.e. operating statements, financial statements, tax return, other)

-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTES AND ASSUMPTIONS: This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.

INCOME: COMMENTS


EXPENSE: COMMENTS

CAPITAL ITEMS: COMMENTS

                                    Page 53
<PAGE>


                 HEALTHCARE OPERATING STATEMENT ANALYSIS REPORT

                                 AS OF MM/DD/YY
<TABLE>
<CAPTION>

==============================================================================================================================
<S>                                               <C>

PROPERTY OVERVIEW

      PROSPECTUS ID
                                                  --------------
      Current Scheduled Loan Balance/Paid to Date                                              Current Allocated Loan Amount %
                                                  ---------------------------------------------
      Property Name
                                                  ---------------------------------------------
      Property Type
                                                  ---------------------------------------------
      Property Address, City, State
                                                  ---------------------------------------------
      Net Rentable SF/Units/Pads,Beds                                            Use second box to specify sqft.,units...
                                                  -------------------------------
      Year Built/Year Renovated
                                                  -------------------------------
      Cap Ex Reserve (annually)/per Unit. etc.(1)                                 specify annual/per unit...

      Year of Operations                          UNDERWRITING   MM/DD/YY   MM/DD/YY   MM/DD/YY   MM/DD/YY
                                                  ---------------------------------------------------------

      Occupancy Rate (physical)
                                                  ---------------------------------------------------------
      Occupancy Date

                                                  ---------------------------------------------------------
      Average Rental Rate
                                                  ---------------------------------------------------------

                                                  (1) Total $ amount of Capital Reserves required annually by loan
                                                  documents, excl. Leasing Commission and TI's

==============================================================================================================================


  INCOME:

      Number of Mos. Covered                                                       (prcdng yr to base)(prcdng yr to 2nd prcdng)
                                                  ---------------------------------

      Period Ended                                UNDERWRITING   3RD        2ND     PRECEDING TTM/YTD (2)  YYYY-U/W  YYYY-YYYY
                                                  BASE LINE    PRECEDING  PRECEDING    YR.
                                                  -----------------------------------------------------------------------------
      Statement Classification (yr)                                                 (FM NOI   AS OF / /     VARIANCE  VARIANCE
                                                                                   ADJ SHEET)
                                                  -----------------------------------------------------------------------------
      Gross Potential Rent (3)
                                                  -----------------------------------------------------------------------------
         Less: Vacancy Loss
                                                  -----------------------------------------------------------------------------
          OR
                                                  -----------------------------------------------------------------------------
      Private Pay (3)
                                                  -----------------------------------------------------------------------------
      Medicare/Medicaid
                                                  -----------------------------------------------------------------------------
      Nursing/Medical Income
                                                  -----------------------------------------------------------------------------
      Meals Income
                                                  -----------------------------------------------------------------------------
      Other Income
                                                  -----------------------------------------------------------------------------
  *EFFECTIVE GROSS INCOME

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

                                                  (2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.

                                                  (3) Use either Gross Potential (with Vacancy Loss) or Private Pay/Medicare/
                                                      Medicaid; use negative $amt for Vacancy Loss

  OPERATING EXPENSES:
                                                  -----------------------------------------------------------------------------
      Real Estate Taxes
                                                  -----------------------------------------------------------------------------
      Property Insurance
                                                  -----------------------------------------------------------------------------
      Utilities
                                                  -----------------------------------------------------------------------------
      Repairs and Maintenance
                                                  -----------------------------------------------------------------------------
      Management Fees
                                                  -----------------------------------------------------------------------------
      Payroll & Benefits
                                                  -----------------------------------------------------------------------------
      Advertising & Marketing
                                                  -----------------------------------------------------------------------------
      Professional Fees
                                                  -----------------------------------------------------------------------------
      General and Administrative
                                                  -----------------------------------------------------------------------------
      Meal Expense
                                                  -----------------------------------------------------------------------------
      Other Expenses
                                                  -----------------------------------------------------------------------------
      Ground Rent
                                                  -----------------------------------------------------------------------------
 *TOTAL OPERATING EXPENSES
                                                  -----------------------------------------------------------------------------
  OPERATING EXPENSE RATIO
                                                  -----------------------------------------------------------------------------
 *NET OPERATING INCOME
                                                  -----------------------------------------------------------------------------
      Capital Expenditures
                                                  -----------------------------------------------------------------------------
      Extraordinary Capital Expenditures
                                                  -----------------------------------------------------------------------------
  TOTAL CAPITAL ITEMS
                                                  -----------------------------------------------------------------------------
                                                  -----------------------------------------------------------------------------
 *NET CASH FLOW
                                                  -----------------------------------------------------------------------------
  DEBT SERVICE (PER SERVICER)
                                                  -----------------------------------------------------------------------------
 *NET CASH FLOW AFTER DEBT SERVICE
                                                  -----------------------------------------------------------------------------

                                                  -----------------------------------------------------------------------------
 *DSCR: (NOI/DEBT SERVICE)
                                                  -----------------------------------------------------------------------------
 *DSCR: (NCF/DEBT SERVICE)
                                                  -----------------------------------------------------------------------------

                                                  -----------------------------------------------------------------------------
  SOURCE OF FINANCIAL DATA:
                                                  ------------------------------------------------------------

                                                  (i.e. operating statements, financial statements, tax return,
                                                  other)

-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTES AND ASSUMPTIONS: Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: >10%
DSCR CHANGE, >15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.

INCOME: COMMENTS


EXPENSE: COMMENTS

CAPITAL ITEMS: COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
Loan Periodic Update File. Note that information for multiple property loans
must be consolidated (if available) for reporting to the CMSA Loan Periodic
Update file.



                                    Page 54
<PAGE>




                      HEALTHICARE NOI ADJUSTMENT WORKSHEET

                                 AS OF MM/DD/YY
<TABLE>
<CAPTION>

==============================================================================================================================
<S>                                               <C>
 PROPERTY OVERVIEW

      PROSPECTUS ID
                                                  --------------
      Current Scheduled Loan Balance/Paid to Date                                              Current Allocated Loan Amount %
                                                  ---------------------------------------------
      Property Name
                                                  ---------------------------------------------
      Property Type
                                                  ---------------------------------------------
      Property Address, City, State
                                                  ---------------------------------------------
      Net Rentable SF/Units/Pads,Beds                                            Use second box to specify sqft.,units...
                                                  -------------------------------
      Year Built/Year Renovated
                                                  -------------------------------
      Cap Ex Reserve (annually)/per Unit. etc.(1)                                 specify annual/per unit...

      Year of Operations
                                                  --------------
      Occupancy Rate (physical)
                                                  --------------
      Occupancy Date
                                                  --------------
      Average Rental Rate
                                                  --------------

                                                  (1) Total $ amount of Capital Reserves required annually by loan
                                                  documents.

==============================================================================================================================

  INCOME:                                         YYYY                                           NOTES

                                                  BORROWER      ADJUSTMENT     NORMALIZED
      Statement Classification                     ACTUAL
                                                  --------      ----------     ----------
      Gross Potential Rent (2)
                                                  --------      ----------     ----------
         Less: Vacancy Loss
                                                  --------      ----------     ----------
           OR
                                                  --------      ----------     ----------
      Private Pay (2)
                                                  --------      ----------     ----------
      Medicare/Medicaid
                                                  --------      ----------     ----------
      Nursing/Medical Income
                                                  --------      ----------     ----------
      Meals Income
                                                  --------      ----------     ----------
      Other Income
                                                  --------      ----------     ----------
   EFFECTIVE GROSS INCOME
                                                  --------      ----------     ----------

                                                  (2) Use either Gross Potential (with Vacancy Loss) or Private Pay/Medicare
                                                      Medicaid; use negative $amt for Vacancy Loss

  OPERATING EXPENSES:
                                                  --------      ----------     ----------
      Real Estate Taxes
                                                  --------      ----------     ----------
      Property Insurance
                                                  --------      ----------     ----------
      Utilities
                                                  --------      ----------     ----------
      Repairs and Maintenance
                                                  --------      ----------     ----------
      Management Fees
                                                  --------      ----------     ----------
      Payroll & Benefits Expense
                                                  --------      ----------     ----------
      Advertising & Marketing
                                                  --------      ----------     ----------
      Professional Fees
                                                  --------      ----------     ----------
      General and Administrative
                                                  --------      ----------     ----------
      Room Expense - Housekeeping
                                                  --------      ----------     ----------
      Meal Expense
                                                  --------      ----------     ----------
      Other Expenses
                                                  --------      ----------     ----------
      Ground Rent
                                                  --------      ----------     ----------
   TOTAL OPERATING EXPENSES
                                                  --------      ----------     ----------
   OPERATING EXPENSE RATIO
                                                  --------                     ----------
   NET OPERATING INCOME
                                                  --------                     ----------
      Capital Expenditures
                                                  --------      ----------     ----------
      Extraordinary Capital Expenditures
                                                  --------      ----------     ----------
   TOTAL CAPITAL ITEMS
                                                  --------      ----------     ----------

   NET CASH FLOW

                                                  --------                     ----------
   DEBT SERVICE (PER SERVICER)
                                                  --------                     ----------
   NET CASH FLOW AFTER DEBT SERVICE
                                                  --------                     ----------
   DSCR: (NOI/DEBT SERVICE)
                                                  --------                     ----------
   DSCR: (NCF/DEBT SERVICE)
                                                  --------                     ----------
   SOURCE OF FINANCIAL DATA:
                                                  ---------------------------------------
                                                  (i.e. operating statements, financial statements, tax return, other)

-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTES AND ASSUMPTIONS: This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.

INCOME: COMMENTS


EXPENSE: COMMENTS

CAPITAL ITEMS: COMMENTS



                                    Page 55
<PAGE>

<PAGE>




                                    EXHIBIT O

                                    RESERVED




<PAGE>



                                    EXHIBIT P

                        Form of NOI Adjustment Worksheet
                 COMMERCIAL NOI ADJUSTMENT WORKSHEET (includes
           Retail/Office/Industrial/Warehouse/Mixed Use/Self Storage)

                                 AS OF MM/DD/YY
<TABLE>
<CAPTION>

==============================================================================================================================
<S>                                               <C>
 PROPERTY OVERVIEW

      PROSPECTUS ID
                                                  --------------
      Current Scheduled Loan Balance/Paid to Date                                              Current Allocated Loan Amount %
                                                  ---------------------------------------------
      Property Name
                                                  ---------------------------------------------
      Property Type
                                                  ---------------------------------------------
      Property Address, City, State
                                                  ---------------------------------------------
      Net Rentable SF/Units/Pads,Beds                                            Use second box to specify sqft.,units...
                                                  -------------------------------
      Year Built/Year Renovated
                                                  -------------------------------
      Cap Ex Reserve (annually)/per Unit. etc.(1)                                 specify.annual/per unit...

      Year of Operations
                                                  --------------
      Occupancy Rate (physical)
                                                  --------------
      Occupancy Date
                                                  --------------
      Average Rental Rate
                                                  --------------

                                                  (1) Total $ amount of Capital Reserves required annually by loan
                                                  documents, excl. Leasing Commission and TI's

==============================================================================================================================

  INCOME:                                         YYYY                                           NOTES

                                                  BORROWER      ADJUSTMENT     NORMALIZED
      Statement Classification                     ACTUAL
                                                  --------      ----------     ----------
      Gross Potential Rent (2)
                                                  --------      ----------     ----------
         Less: Vacancy Loss
                                                  --------      ----------     ----------
           OR
                                                  --------      ----------     ----------
      Base Rent (2)
                                                  --------      ----------     ----------
      Expense Reimbursement
                                                  --------      ----------     ----------
      Percentage Rent
                                                  --------      ----------     ----------
      Parking Income
                                                  --------      ----------     ----------
      Other Income
                                                  --------      ----------     ----------
   EFFECTIVE GROSS INCOME
                                                  --------      ----------     ----------

                                                  (2) Use either Gross Potential (with Vacancy Loss) or Base Rents; use
                                                      negative $amt for Vacancy Loss

  OPERATING EXPENSES:
                                                  --------      ----------     ----------
      Real Estate Taxes
                                                  --------      ----------     ----------
      Property Insurance
                                                  --------      ----------     ----------
      Utilities
                                                  --------      ----------     ----------
      Repairs and Maintenance
                                                  --------      ----------     ----------
      Janitorial
                                                  --------      ----------     ----------
      Management Fees
                                                  --------      ----------     ----------
      Payroll & Benefits Expense
                                                  --------      ----------     ----------
      Advertising & Marketing
                                                  --------      ----------     ----------
      Professional Fees
                                                  --------      ----------     ----------
      General and Administrative
                                                  --------      ----------     ----------
      Other Expenses                                                                      For self-storage include franchise fees

                                                  --------      ----------     ----------
      Ground Rent
                                                  --------      ----------     ----------
   TOTAL OPERATING EXPENSES
                                                  --------      ----------     ----------
   OPERATING EXPENSE RATIO
                                                  --------                     ----------
   NET OPERATING INCOME
                                                  --------                     ----------
      Leasing Commissions (3)
                                                  --------      ----------     ----------
      Tenant Improvements (3)
                                                  --------      ----------     ----------
      Capital Expenditures
                                                  --------      ----------     ----------
      Extraordinary Capital Expenditures
                                                  --------      ----------     ----------
   TOTAL CAPITAL ITEMS
                                                  --------      ----------     ----------


                                                  (3) Actual current yr, but normalize for annual if possible via
                                                      contractual, U/W or other data

   NET CASH FLOW

                                                  --------                     ----------
   DEBT SERVICE (PER SERVICER)
                                                  --------                     ----------
   NET CASH FLOW AFTER DEBT SERVICE
                                                  --------                     ----------
   DSCR: (NOI/DEBT SERVICE)
                                                  --------                     ----------
   DSCR: (NCF/DEBT SERVICE)
                                                  --------                     ----------
   SOURCE OF FINANCIAL DATA:
                                                  ---------------------------------------
                                                  (i.e. operating statements, financial statements, tax return, other)

-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTES AND ASSUMPTIONS: This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.

INCOME: COMMENTS


EXPENSE: COMMENTS

CAPITAL ITEMS: COMMENTS

                                    Page 49


<PAGE>

                                    EXHIBIT Q

                                    RESERVED


<PAGE>


                                    EXHIBIT R

                                    RESERVED


<PAGE>





                                  EXHIBIT S-1-A

              FORM OF POWER OF ATTORNEY FOR GENERAL MASTER SERVICER

RECORDING REQUESTED BY:
GMAC Commercial Mortgage Corporation

AND WHEN RECORDED MAIL TO:
GMAC Commercial Mortgage Corporation
20 Witmer Road
Horsham, PA 19044
Attention: Portfolio Manager - Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-IQ3


                    Space above this line for Recorder's use
--------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)

            KNOW ALL MEN BY THESE PRESENTS, that LASALLE BANK NATIONAL
ASSOCIATION, as trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-IQ3 (the "Trustee"),
under that certain Pooling and Servicing Agreement dated as of December 1, 2002
(the "Pooling and Servicing Agreement"), does hereby nominate, constitute and
appoint GMAC COMMERCIAL MORTGAGE CORPORATION ("GMAC"), as general master
servicer under the Pooling and Servicing Agreement (the "General Master"), 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 General Master 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.

            The General Master Servicer shall not without the Trustee's written
consent: (i) initiate any action, suit or proceeding solely under the Trustee's
name without indicating the Master Servicer's representative capacity or (ii)
take any action with the intent to, and which actually does cause, the Trustee
to be registered to do business in any state; provided, however, that the
preceding clause (i) shall not apply to the initiation of actions relating to a
Mortgage Loan, which the General Master Servicer is servicing pursuant to its
respective duties herein (in which case the General Master Servicer shall give
prior notice to the Trustee of the initiation of such action).

            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of December, 2002.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                      as trustee for Morgan Stanley
                                      Dean Witter Capital I Inc., Commercial
                                      Mortgage Pass-Through Certificates,
                                      Series 2002-IQ3



                                       By:______________________________________
                                          Name:
                                          Title:





<PAGE>


                           ALL-PURPOSE ACKNOWLEDGEMENT



                        )
                        )
                        )


      On _______________ before me, ____________________________________________
            Date                     Name and Title of Officer (i.e., Your
                                     Name, Notary Public)

personally appeared ____________________________________________________________
                                  Name(s) of Document Signer(s)


________________________________________________________________________________

personally known to me (or 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 the entity upon behalf of which the person(s)
acted, executed the instrument.

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

      WITNESS my hand and official seal.



      __________________________________
      Signature of Notary





                                           (Affix seal in the above blank space)


<PAGE>



                                  EXHIBIT S-1-B

                FORM OF POWER OF ATTORNEY FOR NCB MASTER SERVICER

RECORDING REQUESTED BY:
NCB, FSB

AND WHEN RECORDED MAIL TO:
NCB, FSB
1725 Eye Street, N.W.
Washington, D.C. 20006
Attention: Kathleen Luzik, Real Estate Master Servicing


                    Space above this line for Recorder's use
--------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)

            KNOW ALL MEN BY THESE PRESENTS, that LaSalle Bank National
Association, as trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-IQ3 (the "Trustee"),
under that certain Pooling and Servicing Agreement dated as of December 1, 2002
(the "Pooling and Servicing Agreement"), does hereby nominate, constitute and
appoint NCB, FSB ("NCBFSB"), as NCB master servicer under the Pooling and
Servicing Agreement (the "NCB 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 NCBFSB to service and administer the Mortgage Loans (as defined in the
Pooling and Servicing Agreement) in connection with the performance by NCBFSB of
its duties as NCB Master Servicer under the Pooling and Servicing Agreement,
giving and granting unto NCBFSB 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 NCBFSB shall lawfully do
or cause to be done by virtue hereof.

            The NCB Master Servicer shall not without the Trustee's written
consent: (i) initiate any action, suit or proceeding solely under the Trustee's
name without indicating the NCB Master Servicer's representative capacity or
(ii) take any action with the intent to, and which actually does cause, the
Trustee to be registered to do business in any state; provided, however, that
the preceding clause (i) shall not apply to the initiation of actions relating
to a Mortgage Loan, which the NCB Master Servicer is servicing pursuant to its
respective duties herein (in which case the NCB Master Servicer shall give prior
notice to the Trustee of the initiation of such action).



<PAGE>




            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of December, 2002.


                                              LaSalle Bank National Association,
                                                as trustee for Morgan Stanley
                                                Dean Witter Capital I Inc.,
                                                Commercial Mortgage Pass-Through
                                                Certificates, Series 2002-IQ3



                                               By:______________________________
                                                 Name:
                                                 Title:


<PAGE>

                           ALL-PURPOSE ACKNOWLEDGEMENT



                        )
                        )
                        )


      On _______________ before me, ____________________________________________
            Date                     Name and Title of Officer (i.e., Your
                                     Name, Notary Public)

personally appeared ____________________________________________________________
                                 Name(s) of Document Signer(s)


________________________________________________________________________________

personally known to me (or 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 the entity upon behalf of which the person(s)
acted, executed the instrument.
--------------------------------------------------------------------------------


      WITNESS my hand and official seal.



      __________________________________
      Signature of Notary





                                       (Affix seal in the above blank space)





<PAGE>





                                  EXHIBIT S-2-A

             FORM OF POWER OF ATTORNEY FOR GENERAL SPECIAL SERVICER

RECORDING REQUESTED BY:
GMAC Commercial Mortgage Corporation

AND WHEN RECORDED MAIL TO:
GMAC Commercial Mortgage Corporation
550 California Street, 12th Floor
San Francisco, CA 94104
Attention: Portfolio Manager - Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-IQ3


                    Space above this line for Recorder's use
--------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)

            KNOW ALL MEN BY THESE PRESENTS, that LaSalle Bank National
Association, as trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-IQ3 (the "Trustee"),
under that certain Pooling and Servicing Agreement dated as of December 1, 2002
(the "Pooling and Servicing Agreement"), does hereby nominate, constitute and
appoint GMAC Commercial Mortgage Corporation ("GMAC"), as general special
servicer under the Pooling and Servicing Agreement (the "General 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 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 General 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
General 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 the General Special Servicer's representative capacity, or (ii) take
any action with the intent to, and which actually does cause, the Trustee to be
registered to do business in any state; provided, however, that the preceding
clause (i) shall not apply to the initiation of actions relating to a Mortgage
Loan, which the General Special Servicer is servicing pursuant to its respective
duties herein (in which case the General Special Servicer shall give prior
notice to the Trustee of the initiation of such action).



<PAGE>




            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of December, 2002.


                                        LaSalle Bank National Association,
                                          as trustee for Morgan Stanley Dean
                                          Witter Capital I Inc., Commercial
                                          Mortgage Pass-Through Certificates,
                                          Series 2002-IQ3



                                       By:____________________________________
                                          Name:
                                          Title:





<PAGE>


                           ALL-PURPOSE ACKNOWLEDGEMENT



                        )
                        )
                        )


      On _______________ before me, ____________________________________________
            Date                     Name and Title of Officer (i.e., Your
                                     Name, Notary Public)

personally appeared ____________________________________________________________
                                 Name(s) of Document Signer(s)


________________________________________________________________________________

personally known to me (or 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 the entity upon behalf of which the person(s)
acted, executed the instrument.



      WITNESS my hand and official seal.



      ____________________________________
      Signature of Notary





                                          (Affix seal in the above blank space)


<PAGE>




                                  EXHIBIT S-2-B

              FORM OF POWER OF ATTORNEY FOR CO-OP SPECIAL SERVICER

RECORDING REQUESTED BY:
National Consumer Cooperative Bank

AND WHEN RECORDED MAIL TO:
National Consumer Cooperative Bank
1725 Eye Street, N.W.
Washington, D.C. 20006
Attention: Kathleen Luzik, Real Estate Special Servicing


                    Space above this line for Recorder's use
--------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)

            KNOW ALL MEN BY THESE PRESENTS, that LaSalle Bank National
Association, as trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-IQ3 (the "Trustee"),
under that certain Pooling and Servicing Agreement dated as of December 1, 2002
(the "Pooling and Servicing Agreement"), does hereby nominate, constitute and
appoint National Consumer Cooperative Bank ("NCCB"), as co-op special servicer
under the Pooling and Servicing Agreement (the "Co-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 NCCB to service and administer the Mortgage Loans (as defined in the
Pooling and Servicing Agreement) in connection with the performance by NCCB of
its duties as Co-op Special Servicer under the Pooling and Servicing Agreement,
giving and granting unto 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 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 solely under the Trustee's name without
indicating the Co-op Special Servicer's representative capacity, or (ii) take
any action with the intent to, and which actually does cause, the Trustee to be
registered to do business in any state; provided, however, that the preceding
clause (i) shall not apply to the initiation of actions relating to a Mortgage
Loan, which the Co-op Special Servicer is servicing pursuant to its respective
duties herein (in which case the Co-op Special Servicer shall give prior notice
to the Trustee of the initiation of such action).



<PAGE>




            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of December, 2002.


                                        LaSalle Bank National Association,
                                          as trustee for Morgan Stanley Dean
                                          Witter Capital I Inc., Commercial
                                          Mortgage Pass-Through Certificates,
                                          Series 2002-IQ3



                                       By:____________________________________
                                          Name:
                                          Title:



<PAGE>




                           ALL-PURPOSE ACKNOWLEDGEMENT



                        )
                        )
                        )


      On _______________ before me, ____________________________________________
            Date                     Name and Title of Officer (i.e., Your
                                     Name, Notary Public)

personally appeared ____________________________________________________________
                                 Name(s) of Document Signer(s)


________________________________________________________________________________

personally known to me (or 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 the entity upon behalf of which the person(s)
acted, executed the instrument.


      WITNESS my hand and official seal.



      ___________________________________
      Signature of Notary





                                           (Affix seal in the above blank space)


<PAGE>

                                  EXHIBIT S-2-C

            FORM OF POWER OF ATTORNEY FOR PRINCIPAL SPECIAL SERVICER

RECORDING REQUESTED BY:
Principal Global Investors, LLC

AND WHEN RECORDED MAIL TO:
Principal Global Investors, LLC
801 Grand Avenue
Des Moines, Iowa 50392


                    Space above this line for Recorder's use
--------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)

            KNOW ALL MEN BY THESE PRESENTS, that LaSalle Bank National
Association, as trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-IQ3 (the "Trustee"),
under that certain Pooling and Servicing Agreement dated as of December 1, 2002
(the "Pooling and Servicing Agreement"), does hereby nominate, constitute and
appoint Principal Global Investors, LLC ("Principal Global"), as special
servicer with respect to Mortgage Loan No. 7 under the Pooling and Servicing
Agreement (the "Principal 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 Principal Global to service and administer the Mortgage Loans (as defined
in the Pooling and Servicing Agreement) in connection with the performance by
Principal Global of its duties as Principal Special Servicer under the Pooling
and Servicing Agreement, giving and granting unto Principal Global 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 Principal Global shall lawfully do or cause to be done by
virtue hereof.

            Notwithstanding anything contained herein to the contrary, the
Principal 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 the Principal Special Servicer's representative capacity, or (ii)
take any action with the intent to, and which actually does cause, the Trustee
to be registered to do business in any state; provided, however, that the
preceding clause (i) shall not apply to the initiation of actions relating to a
Mortgage Loan, which the Principal Special Servicer is servicing pursuant to its
respective duties herein (in which case the Principal Special Servicer shall
give prior notice to the Trustee of the initiation of such action).



<PAGE>




            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of December, 2002.


                                        LaSalle Bank National Association,
                                          as trustee for Morgan Stanley Dean
                                          Witter Capital I Inc., Commercial
                                          Mortgage Pass-Through Certificates,
                                          Series 2002-IQ3



                                       By:____________________________________
                                          Name:
                                          Title:



<PAGE>


                           ALL-PURPOSE ACKNOWLEDGEMENT



                        )
                        )
                        )


      On _______________ before me, ____________________________________________
            Date                     Name and Title of Officer (i.e., Your
                                     Name, Notary Public)

personally appeared ____________________________________________________________
                                 Name(s) of Document Signer(s)


________________________________________________________________________________

personally known to me (or 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 the entity upon behalf of which the person(s)
acted, executed the instrument.

      WITNESS my hand and official seal.



      ____________________________________
      Signature of Notary





                                           (Affix seal in the above blank space)



<PAGE>




                                    EXHIBIT T

           FORM OF SUBORDINATION AGREEMENT FOR NCBFSB SUBORDINATE DEBT

            THIS Agreement made this _____ day of ___, 20__, between _______, a
____________ having an address at __________ (the "Subordinate Mortgagee"), and
___________, a ___________, having an office at ____________ (the "Superior
Mortgagee").

                              W I T N E S S E T H:

            WHEREAS, Superior Mortgagee is the owner of a certain $__________
mortgage and note secured thereby, dated ________ __, ____, made by
__________________________________ (the "Borrower") to Subordinate Mortgagee
(the "Superior Mortgage") covering the premises located at

            ____________________________________________ more particularly
described in the Superior Mortgage and Schedule "A" attached hereto (the
"Premises"); and

            WHEREAS, Subordinate Mortgagee is the holder of a certain
$____________ mortgage and the note secured thereby, dated ________ __, ____,
made by the Borrower to Subordinate Mortgagee (the "Subordinate Mortgage")
covering the Premises; and

            WHEREAS, the Superior Mortgagee has purchased the Superior Mortgage
from Subordinate Mortgagee and as a condition thereto has required that the
Subordinate Mortgage be fully subordinated to the Superior Mortgage.

            NOW, THEREFORE, the parties hereto agree as follows:

            The Subordinate Mortgagee hereby covenants and agrees that (i) the
Subordinate Mortgage and all of its terms and provisions and the loan it secures
are and shall remain in all respects subject and subordinate to the Superior
Mortgage, its lien and all of its terms and provisions and to the loan it
secures and to any modifications, consolidations, extension or renewals thereof
and to any increases therein resulting from advances to protect or preserve the
lien of the Superior Mortgage on the Premises encumbered thereby but not any
other increases therein; (ii) no tenant under any lease of any portion of the
Premises, other than tenant shareholders under proprietary leases, will be made
a party defendant in any foreclosure of the Subordinate Mortgage, nor will any
other action be taken in connection with such foreclosure which would have the
effect of terminating any such lease; (iii) no portion of the accounts, accounts
receivable, rents, issues and profits of the Premises shall be collected in
connection with the foreclosure of the Subordinate Mortgage or any other
enforcement action except through a receiver appointed by the court in which
such foreclosure action is brought, after due notice of the application of the
appointment of such receiver shall have been given to the Superior Mortgagee;
(iv) the accounts, accounts receivable, rents, issues and profits collected by
any such receiver (or which shall under any circumstances come into possession
of the holder of the Subordinate Mortgage at a time when Subordinate Mortgagee
has received written notice of a default under the Superior Mortgage) shall be
applied, at Superior Mortgagee's direction, to the payment of taxes, maintenance
and operating charges and disbursements incurred in connection with the
operation and maintenance of the Premises and to the payment of principal,
interest and other amounts due under the Superior Mortgage at the time of such
application, in such order and priority as Superior Mortgagee shall direct,
before any portion of such accounts, accounts receivable, rents, issues and
profits shall be applied to the Subordinate Mortgage; (v) during the pendency of
any such foreclosure action, if an action shall be brought for the foreclosure
of the Superior Mortgage and an application shall be made for an extension of
such receivership for the benefit of the Superior Mortgagee, the Subordinate
Mortgagee shall consent to the extension of such receivership and all accounts,
accounts receivable, rents, issues and profits held by such receiver as of the
date of such application shall be applied by the receiver solely for the benefit
of the Superior Mortgagee, and the Subordinate Mortgagee in their respective
order of priority; (vi) due notice of the commencement of any foreclosure of the
Subordinate Mortgage shall be given to the Superior Mortgagee and true copies of
all papers served or entered in such action will be delivered to the Superior
Mortgagee upon such service or entry; (vii) no payments shall be made to the
holder of the Subordinate Mortgage during the period in which any default exists
under the Superior Mortgage in respect of any monthly payment or balloon payment
due thereunder beyond any applicable grace period, provided that the Subordinate
Mortgagee has received written notice of such default and all payments otherwise
payable to the Subordinate Mortgagee during such period shall be paid to the
Superior Mortgagee and, if any such payments are received by the Subordinate
Mortgagee at any time after which the Subordinate Mortgagee has received written
notice of the existence of such default, they shall be held in trust for the
Superior Mortgagee and turned over to the Superior Mortgagee on demand; (viii)
any distributions made or to be made to the Subordinate Mortgagee pursuant to
any bankruptcy or insolvency proceeding of the borrower representing amounts due
under the Superior Mortgage shall be paid by the borrower, or, if such payments
are nonetheless received by the Subordinate Mortgagee, by the Subordinate
Mortgagee immediately upon their receipt, to the Superior Mortgagee for
application, at Superior Mortgagee's direction, to the payment of principal,
interest and other amounts due under the Superior Mortgage at the time of such
application, in such order and priority as Superior Mortgagee shall direct,
before any portion of such accounts, accounts receivable, rents, issues and
profits shall be applied to the Subordinate Mortgage; and (ix) all condemnation,
casualty or similar payments with respect to the premises shall be applied, for
so long as the Superior Mortgage remains outstanding, in accordance with the
Superior Mortgage.

            This Agreement is governed by and is to be construed under the laws
of the state in which the Premises is located.

            So long as the Superior Mortgage shall remain a lien upon the
Premises or any part thereof, Subordinate Mortgagee shall execute, acknowledge
and deliver, upon Superior Mortgagee's reasonable demand, at any time or from
time to time, any and all further subordinations, agreements or other
instruments in recordable form (and in form reasonably satisfactory to
Subordinate Mortgagee) as Superior Mortgagee may reasonably require for carrying
out the purpose and intent of the covenants contained herein; provided, however,
that no such subordinations, agreements or other instruments shall increase
Subordinate Mortgagee's obligations or decrease Subordinate Mortgagee's rights
under this Agreement or the Subordinate Mortgage.

            So long as the Superior Mortgage shall remain a lien upon the
Premises or any part thereof, Subordinate Mortgagee shall not enter into any
agreement to amend or modify the Subordinate Mortgage in a manner material to
Superior Mortgagee without notice to, and the prior consent of, Superior
Mortgagee.

            In order to enable Superior Mortgagee to enforce any claims by the
Subordinate Mortgagee against the Borrower in any liquidation or dissolution of
Borrower, or any execution sale, receivership, insolvency, bankruptcy,
liquidation, readjustment, reorganization, or other similar proceeding relative
to the Borrower or its property, for so long as the Superior Mortgage shall
remain outstanding, Superior Mortgagee is hereby irrevocably authorized and
empowered in its discretion to make and present, for and on behalf of the
undersigned Subordinate Mortgagee, such proofs of claims against the Borrower on
account of the Subordinate Mortgage as Superior Mortgagee may deem expedient or
proper, and to vote such proofs of claims in any such proceeding and to receive
and collect any and all dividends or other payments or disbursements made
thereon in whatever form the same may be paid or issued. Subordinate Mortgagee
further agrees to execute and deliver to Superior Mortgagee such assignments or
other instruments as may be reasonably required by Superior Mortgagee (and in
form reasonably satisfactory to Subordinate Mortgagee) in order to enable
Superior Mortgagee to enforce any and all such claims and to collect any and all
such payments or disbursements provided, however, that no such assignments or
other instruments shall increase Subordinate Mortgagee's obligations or decrease
Subordinate Mortgagee's rights under this Agreement or the Subordinate Mortgage.

            This Agreement shall not be amended or modified except by an
agreement in writing, signed by the party against whom enforcement is sought.

            Except for notices in a foreclosure action, which shall be given as
provided by applicable rule of court, all notices hereunder shall be given to
each party in the same manner as provided in its mortgage or, if there are no
such notice provisions, at the address set forth above by personal delivery or
first class, certified mail, return receipt requested. Notices shall be deemed
to have been given when received. Either party may change its address for
notices hereunder by written notice to the other party.

            This Agreement shall be binding upon the parties hereto and their
respective heirs, successors and assigns. Any assignee of the Subordinate
Mortgage shall be deemed by acceptance thereof to have assumed the obligations
of Subordinate Mortgagee hereunder. Subordinate Mortgagee hereby agrees to have
such assignee execute a formal assumption agreement upon such assignment but no
failure of an assignee to execute an assumption agreement shall affect such
assignee's assumption of the obligations of the Subordinate Mortgagee.



<PAGE>




            IN WITNESS WHEREOF, the parties hereto have duly executed this
Subordination Agreement the day and year first above written.


                                       [Subordinate Mortgagee]


                                       By: ____________________________________
                                           Name:
                                           Title:


                                       [Superior Mortgagee]


                                       By: ____________________________________
                                           Name:
                                           Title:

[PRIOR TO EXECUTION, THIS FORM SHOULD BE MODIFIED TO ADD APPROPRIATE
ACKNOWLEDGEMENTS AND INCORPORATE OTHER REVISIONS REQUIRED FOR RECORDING]



<PAGE>




                                   SCHEDULE A


<PAGE>

                                    EXHIBIT U

                 FORM OF ASSIGNMENT AND ASSUMPTION SUBMISSION TO
                           APPLICABLE SPECIAL SERVICER


PRESENT MORTGAGOR:

PROPOSED MORTGAGOR:

GENERAL MASTER SERVICER/NCB MASTER SERVICER #:

PRIMARY SERVICER #:

[GENERAL/CO-OP] SPECIAL SERVICER #:

COLLATERAL TYPE:             (Retail, Industrial, Apartments, Office, etc.)

ADDRESS:                            PROPERTY ADDRESS

                                    CITY, STATE, ZIP CODE

ASSET STATUS:                       As of (date)

      Principal Balance:            $
      Unpaid Accrued Interest:      $
      Unpaid Late Fees/other fees:  $
      Tax Escrow Balance:           $
                 (a)    Insurance Escrow Balance:           $

      Reserve Escrow Balance:       $
      Monthly (P&I) Payment:        $
      Interest Rate:                %
      Date Principal Paid To:
      Date Interest Paid To:
      Maturity Date:
      Origination Date:


EXECUTIVE SUMMARY:

1.    Summarize the transaction

            a.    note any significant modification of terms of the Loan
                  Documents permitting assumption that could result in
                  Adverse REMIC Event

2.    Discuss proposed Mortgagor entity and ownership structure

            a.    include any changes in level of SAE or SPE compliance from
                  existing Mortgagor (as noted on Asset Summary attached)

3.    How will title be held

                                      U-1
<PAGE>


4.    Source of cash for down payment

5.    Briefly describe collateral

            a.    Size, occupancy, primary tenants, location
            b.    Prior year NOI and DSCR and Pro forma NOI DSCR

6.    Complete the chart below:

The sale terms and property characteristics are summarized as follows:

        Purchase price                              $
        ----------------------------------------------------------
        Buyer down payment                          $
        ----------------------------------------------------------
        Estimated closing date
        ----------------------------------------------------------
        1% loan fee slit:  Primary                  % - $
        ----------------------------------------------------------
              General Master Servicer/NCB           % - $
              Master Servicer
        ----------------------------------------------------------
              [General/Co-op] Special Servicer      50% - $
        ----------------------------------------------------------
        Most recent appraised value according       $
        to appraisal in General Master
        Servicer/NCB Master Servicer/Primary
        Servicer's possession
        ----------------------------------------------------------
        Load-to-value as if initial underwriting    %
        ----------------------------------------------------------
        Occupancy as of                             %
        ----------------------------------------------------------
        12/31/__ NOI                                $
        ----------------------------------------------------------
        Debt service coverage as of                 x
        ----------------------------------------------------------
FINANCIAL CONDITION OF PROPOSED MORTGAGOR/GUARANTOR:

1.    Explain background and experience of the proposed Mortgagor/principals;
      describe any deficiencies in Mortgagor's ability to meet creditworthiness
      and experience requirements of Loan Documents and compare creditworthiness
      and experience of proposed Mortgagor to that of transferring Mortgagor to
      the extent information about transferring Mortgagor is available.

2.    State date of the financial statement, who prepared, if CPA, state the
      opinion rendered, how assets are valued

3.    Highlight Balance sheet and Income statement

      a.    Describe significant assets (e.g. obtain from proposed Mortgagor
            and Guarantor (as applicable) information about how it values its
            assets)
      b.    Related debt

4.    For public companies that have historical financial information:

      a.    Spread Balance Sheet for minimum of two (2) years (request three
            (3) years, if available)
      b.    Spread and commonsize Income statement for minimum of two (2)
            years (request three (3) years, if available);

5.    Explain results of credit checks, legal searches and banking credit
      references (two required)

6.    If Rating Agency Confirmation is permitted under applicable Loan
      Documents, note if such Confirmation will be sought

7.    Describe whether assigning Mortgagor and/or Guarantors will be released
      from its obligations under the Loan Documents [from and after the date of
      the transfer]. If so, describe extent of release and rationale for it.

                                      U-2
<PAGE>

PROJECT STATUS & DESCRIPTION: (See attached Asset Summary, most recent
Inspection Report and most recent rent roll)

1.    Describe any current, material issues regarding the operating status of
the property: (e.g. issues surrounding current occupancy, anchor tenants,
tenant rollover)
PROPERTY FINANCIAL SUMMARY: (See attached Income and Expense Statements for
Mortgaged Property and year to date operating statements)

NEW ENVIRONMENTAL AND ENGINEERING DEVELOPMENTS (IF ANY) AND STATUS OF ISSUES
IDENTIFIED IN ORIGINAL REPORTS OR LOAN DOCUMENTS AS NEEDING REMEDIATION: (See
attached Asset Summary)

1.    Describe any material issues requiring remediation contained in original
      reports

2.    Describe current status of issue and remediation

ESCROW STATUS:

1.    Explain status of all reserves

PROPERTY MANAGEMENT SUMMARY:

1.    Who is proposed property management firm
2.    Background and Experience

COLLATERAL VALUATION:

1.    Discuss the original appraisal

      A.    Who prepared

      B.    Attach Executive Summary and discussion of approach to value
            given most weight from most recent appraisal in General Master
            Servicer/Co-op Master Servicer/Primary Servicer's possession

2.    Comparison of the following (original to actual property):

      A.    Vacancy
      B.    Rents
      C.    Taxes
      D.    Other Key Expenses

CURRENT MARKET CONDITIONS:

      Briefly state material current real estate market dynamics and economic
influences that may affect the operational performance of the property.

                                      U-3
<PAGE>

RECOMMENDATION:

1.    State recommendation for approval.
2.    Highlight strengths and weaknesses. How are weaknesses mitigated?
      (bullet points are fine)



                                      U-4
<PAGE>

REQUEST FOR APPLICABLE SPECIAL SERVICER CONSENT:

General Master Servicer/NCB Master Servicer/Primary Servicer hereby recommends
and requests consent of [General/Co-op] Special Servicer to the foregoing
Assignment and Assumption.

By:
  -------------------------------------------
Title:
     ----------------------------------------
Date:
    -----------------------------------------


Consent to Assignment & Assumption is given:
[GENERAL/CO-OP] SPECIAL SERVICER,
acting solely in its capacity as Special Servicer



By:
  -------------------------------------------
Name:
    -----------------------------------------
Title:
     ----------------------------------------
Date:
    -----------------------------------------


                                      U-5
<PAGE>

                  SCHEDULE OF EXHIBITS TO ASSUMPTION SUBMISSION

1.    Financial statements of purchasing entity and any guarantors (audited,
      if available)
2.    Financial statement of selling entity only if available
3.    Bank and /or credit references for transferee
4.    Credit report for principal(s) of the proposed borrowing entity.
5.    Most recent Income & Expense Statement for Mortgaged Property and
      operating statement review
6.    Income & Expense Statement for Mortgaged Property for previous two (2)
      years to the extent available
7.    Most recent Property Inspection report
8.    Original Asset Summary for Mortgaged Property
9.    Purchase and Sale Agreement
10.   If available from Mortgagor, diagram of proposed ownership structure,
      including percentages of ownership
11.   Proposed property management agreement
12.   Description and source of equity being used for the purchase, if
      available
13.   Most recent Rent Roll
14.   Copy of Promissory Note, Mortgage and any Loan Agreement
15.   Other items as required by the description set forth above


                                      U-6



<PAGE>


                                    EXHIBIT V

          FORM OF ADDITIONAL LIEN, MONETARY ENCUMBRANCE AND MEZZANINE
        FINANCING SUBMISSION PACKAGE TO THE APPLICABLE SPECIAL SERVICER


Mortgagor:

General Master Servicer/NCB Master Servicer Loan #:

Primary Servicer Loan #:

Collateral Type:        (Retail, Industrial, Apartments, Office, etc.)

Address of Property:


ASSET STATUS AS OF               (date):
   Principal Balance:             $
   Unpaid Accrued Interest:       $
   Unpaid Late Fees/other fees:   $
   Tax Escrow Balance:            $
   Insurance Escrow Balance:      $
   Monthly P&I Payment:           $
   Interest Rate:                 %
   Date Principal Paid To:
   Date Interest Paid To:
   Origination Date:
   Maturity Date:

EXECUTIVE SUMMARY:

1.    Summarize the transaction

      a.    note deviations from requirements for subordinate/mezzanine
            financing contained in Loan Documents

      b.    if Rating Agency Confirmation is permitted under applicable Loan
            Documents, note if such Confirmation will be sought

2.    State amount and purpose of Lien/Financing.  Need an analysis of the
      impact (physical) on the property and the resulting financial impact on
      operations & DSCR of combined financing.

3.    Interest Rate

4.    Amount of Monthly/Periodic Payment (identify if P&I or Interest only)

5.    Identify Subordinate/Mezzanine Lender

      a.    provide any information furnished by Mortgagor regarding proposed
            lender
<PAGE>

6.    Collateral pledged or mortgaged as security:

7.    Briefly describe collateral

      a.    Size, occupancy, primary tenants, location

      b.    NOI and DSCR for prior year and, if available, prior two years
            and Pro-forma NOI DSCR

8.    Complete the chart below:

The transaction terms and property characteristics are summarized as follows:

            Estimated closing date for financing:
            ----------------------------------------------------------
            Administrative fee to Primary Servicer     $
            ----------------------------------------------------------
            Additional Fees, if any                    $
            (50%: [General/Co-op] Special Servicer;
            %: General Master Servicer/NCB Master
            Servicer; %: Primary Servicer
            ----------------------------------------------------------
            Most recent appraised value according to   $
            appraisal in General Master Servicer/NCB
            Master Servicer/Primary Servicer's
            possession
            ----------------------------------------------------------
            Loan-to-value as of initial underwriting   %
            ----------------------------------------------------------
            Occupancy as of                            %
            ----------------------------------------------------------
            12/31 /_ NOI                               $
            ----------------------------------------------------------
            Debt service coverage as of                x
            ----------------------------------------------------------

PROJECT STATUS & DESCRIPTION:  (See attached Asset Summary, most recent
Inspection Report and most recent rent roll)

1.    Describe any current, material issues regarding the operating status of
the property: (e.g. issues surrounding current occupancy, anchor tenants,
tenant rollover)

Property Financial Summary:  (See attached most recent Income and Expense
Statement for Mortgaged Property and operating statement review)

ESCROW STATUS:

1.    Explain status of all Reserves

COLLATERAL VALUATION:
1.    Discuss the original appraisal

      A.    Who prepared

      B.    Attach Executive Summary and discussion of approach to value
            given most weight from most recent appraisal in General Master
            Servicer/NCB Master Servicer/Primary Servicer's possession

2.    Comparison of the following (original to actual property):

      A.    Vacancy
      B.    Rents
      C.    Taxes


<PAGE>

      D.    Other Key Expenses

CURRENT MARKET CONDITIONS:

      Briefly state material current real estate market dynamics and economic
influences that may affect the operational performance of the property.

RECOMMENDATION:

1.    State recommendation for approval.

2.    Highlight strengths and weaknesses. How are weaknesses mitigated?
      (bullet points are fine)


REQUEST FOR APPLICABLE SPECIAL SERVICER CONSENT:

General Master Servicer/NCB Master Servicer/Primary Servicer hereby recommends
and requests consent of [General/Co-op] Special Servicer to the foregoing
[Subordinate/Mezzanine] Financing.

By:
  ----------------------------------
Title:
     -------------------------------
Date:
    --------------------------------


Consent to Additional Lien, Monetary Encumbrance
or Mezzanine Financing as described above is given:
[GENERAL/CO-OP] SPECIAL SERVICER,
acting solely in its capacity as Special Servicer

By:
  ----------------------------------
Name:
------------------------------------
Title:
      ------------------------------
Date:
    --------------------------------

<PAGE>

  SCHEDULE OF EXHIBITS TO ADDITIONAL LIEN, MONETARY ENCUMBRANCE OR MEZZANINE
                             FINANCING SUBMISSION

1.    Most recent Income & Expense Statement for property and operating
      statement review
2.    Original Asset Summary for Mortgaged Property
3.    [FOR MEZZANINE FINANCING:  If available from Mortgagor, diagram of
      proposed ownership structure, including percentages of ownership]
4.    [FOR SUBORDINATE MORTGAGE:  Copy of Subordination/Intercreditor
      Agreement in substantially the form to be executed with subordinate
      lender]
5.    Copy of Note, Mortgage and any Loan Agreement
6.    Copy of subordinate loan documents in substantially the form to be
      executed
7.    Most recent Rent Roll.
8.    Other items as required by the description set forth above




<PAGE>

                                    EXHIBIT W

                           RESTRICTED SERVICER REPORTS


                        CMSA INVESTOR REPORTING PACKAGE
                              SERVICER WATCH LIST
                              AS OF _____________
                              (LOAN LEVEL REPORT)


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
           Operating Information Reflected As NOI______ or NCF________
-----------------------------------------------------------------------------------------------------------------------------------
    S4          S55        S61     S57     S58       L7       L8      L11         L56/L93     L70/L97
-----------------------------------------------------------------------------------------------------------------------------------
                                                   ENDING                                      MOST
                                                 SCHEDULED   PAID                PRECEDING    RECENT
PROSPECTUS   PROPERTY   PROPERTY                    LOAN     THRU   MATURITY  FISCAL YR DSCR   DSCR
  LOAN ID      NAME       TYPE     CITY   STATE   BALANCE    DATE     DATE        NOI/NCF     NOI/NCF   COMMENT/ACTION TO BE TAKEN
-----------------------------------------------------------------------------------------------------------------------------------
<S>          <C>        <C>        <C>    <C>    <C>         <C>    <C>       <C>            <C>        <C>
List all loans on watch list in descending balance order.
-----------------------------------------------------------------------------------------------------------------------------------
Comment section should include reason and other pertinent information.
-----------------------------------------------------------------------------------------------------------------------------------
Should not include loans that are specially serviced.
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
WATCH LIST SELECTION CRITERIA SHOULD BE FOOTNOTED ON THE REPORT. THE CRITERIA MAY BE DICTATED AS PER THE PSA OR THE SERVICER'S
INTERNAL POLICY.
-----------------------------------------------------------------------------------------------------------------------------------

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

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

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

-----------------------------------------------------------------------------------------------------------------------------------
Total:                                            $
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                    Page 36

<PAGE>


                        CMSA INVESTOR REPORTING PACKAGE
                         DELINQUENT LOAN STATUS REPORT
                             AS OF _______________
                              (LOAN LEVEL REPORT)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Operating Information Reflected As NOI______ or NCF________
----------------------------------------------------------------------------------------------------------------------------------
      S4          S55         S61      S57    S58   S62 or S63   L8       L7         L37          L39          L38
----------------------------------------------------------------------------------------------------------------------------------
                                                                       (a)       (b)          (c)          (d)         (e)=a+b+c+d
----------------------------------------------------------------------------------------------------------------------------------
                                                                        ENDING      TOTAL        OTHER        TOTAL
                                                                PAID   SCHEDULED     P&I        EXPENSE       T & I
    LOAN        PROPERTY   PROPERTY                  SQFT OR    THRU     LOAN      ADVANCES     ADVANCE     ADVANCES      TOTAL
PROSPECTUS ID     NAME       TYPE     CITY   STATE    UNITS     DATE    BALANCE  OUTSTANDING  OUTSTANDING  OUTSTANDING   EXPOSURE
----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>        <C>        <C>    <C>    <C>         <C>    <C>       <C>          <C>          <C>         <C>
LOANS IN FORECLOSURE AND NOT REO
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
90 + DAYS DELINQUENT
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
60 TO 89 DAYS DELINQUENT
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
30 TO 59 DAYS DELINQUENT
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
CURRENT AND AT SPECIAL SERVICER
----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                                 L54         L56 OR
                                                           L68/L92 OR  L70/L93 OR
      S4          L25        L10       L11    L58 OR L73      L96         L97          L74        L75        L99          L77
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                  (f)      (.90f)-e
-------------------------------------------------------------------------------------------------------------------------------
                                                                                               APPRAISAL                  TOTAL
                CURRENT    CURRENT               LTM                                            BPO OR     LOSS USING   APPRAISAL
    LOAN        MONTHLY   INTEREST  MATURITY   NOI/NCF       LTM       LTM DSCR    VALUATION   INTERNAL   90% APPR. OR  REDUCTION
PROSPECTUS ID     P&I       RATE      DATE       DATE      NOI/NCF      NOI/NCF       DATE      VALUE**    BPO (F)       REALIZED
-------------------------------------------------------------------------------------------------------------------------------
<S>       <C>       <C>        <C>         <C>         <C>         <C>         <C>        <C>           <C>         <C>

-------------------------------------------------------------------------------------------------------------------------------
LOANS IN FORECLOSURE AND NOT REO
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
90 + DAYS DELINQUENT
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
60 TO 89 DAYS DELINQUENT
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
30 TO 59 DAYS DELINQUENT
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
CURRENT AND AT SPECIAL SERVICER
----------------------------------------------------------------------------------------------------------------------------------

</TABLE>



      S4           L77           L79            L76
------------------------------------------------------------------
                              DATE ASSET
                              EXPECTED TO
    LOAN         TRANSFER     BE RESOLVED      WORKOUT
PROSPECTUS ID      DATE      OR FORECLOSED    STRATEGY*   COMMENTS
------------------------------------------------------------------
LOANS IN FORECLOSURE AND NOT REO
------------------------------------------------------------------

------------------------------------------------------------------
90 + DAYS DELINQUENT
------------------------------------------------------------------

------------------------------------------------------------------
60 TO 89 DAYS DELINQUENT
------------------------------------------------------------------

------------------------------------------------------------------
30 TO 59 DAYS DELINQUENT
------------------------------------------------------------------

------------------------------------------------------------------
CURRENT AND AT SPECIAL SERVICER
------------------------------------------------------------------


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
FCL = Foreclosure
----------------------------------------------------------------------------------------------------------------------------------
LTM = Latest 12 Months either Last Normalized Annual, Normalized YTD or Trailing 12 months, if available.
----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>
*Workout Strategy should match the CMSA Loan Periodic Update File using abbreviated words in place of a code number such as
(FCL - In Foreclosure, MOD - Modification, DPO - Discount Payoff, NS - Note Sale, BK - Bankruptcy, PP - Payment Plan,
TBD - To be determined etc...). It is possible to combine the status codes if the loan is going in more than one direction
(i.e. FCL/Mod, BK/Mod, BK/FCL/DPO).
----------------------------------------------------------------------------------------------------------------------------------
**BPO - Broker opinion
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                    Page 37
<PAGE>


                        CMSA INVESTOR REPORTING PACKAGE
                               REO STATUS REPORT
                           AS OF ___________________
                            (PROPERTY LEVEL REPORT)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
Operating Information Reflected As NOI______ or NCF________
---------------------------------------------------------------------------------------------------------------------------
                                               P16
                                               OR
   P4        P7        P13      P9     P10     P17     L8       P21         L37          L39          L38
---------------------------------------------------------------------------------------------------------------------------
                                                             (a)        (b)         (c)           (d)          (e)=a+b+c+d
---------------------------------------------------------------------------------------------------------------------------
                                                             ALLOCATED
                                                              ENDING                    OTHER
                                              SQ FT   PAID   SCHEDULED   TOTAL P&I     EXPENSE    TOTAL T & I
PROPERTY  PROPERTY  PROPERTY                   OR     THRU     LOAN      ADVANCES      ADVANCE      ADVANCE       TOTAL
   ID       NAME      TYPE     CITY   STATE   UNITS   DATE    AMOUNT    OUTSTANDING  OUTSTANDING  OUTSTANDING   EXPOSURE
---------------------------------------------------------------------------------------------------------------------------
<S>       <C>       <C>        <C>    <C>     <C>     <C>    <C>        <C>          <C>          <C>           <C>

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

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

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

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

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

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

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

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


<CAPTION>
---------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------
                                 P58 or
                                P72/P79
  P4        L25        L11    P53 or P74   or P83        P24                      P25                          L99         L77
--------------------------------------------------------------------------------------------------------------------------------
                     (f)                                            (g)        (h)=(.90*g) - e
--------------------------------------------------------------------------------------------------------------------------------
                                                                  APPRAISAL
                                                                    BPO OR     APPRAISAL                      TOTAL
          CURRENT                LTM         LTM                  INTERNAL      BPO OR       LOSS USING     APPRAISAL
PROPERTY  MONTHLY   MATURITY   NOI/NCF      DSCR      VALUATION    VALUE       INTERNAL     90% APPR. OR    REDUCTION    TRANSFER
   ID       P&I       DATE       DATE     (NOI/NCF)      DATE     SOURCE(1)      VALUE         BPO(F)        REALIZED      DATE
--------------------------------------------------------------------------------------------------------------------------------
<S>       <C>        <C>        <C>         <C>         <C>          <C>          <C>             <C>          <C>

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

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

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

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

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

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

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

--------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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


---------------------------------------------
    P4        P28           P26
---------------------------------------------

---------------------------------------------
                           DATE
                           ASSET
              REO        EXPECTED
PROPERTY  ACQUISITION     TO BE
   ID        DATE        RESOLVED    COMMENTS
---------------------------------------------

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

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

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

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

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

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

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

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

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>
REO's data reflected at the property level for relationships with more than one (1) property should use the Allocated
Ending Scheduled Loan Amount, and prorate all advances and expenses or other loan level data as appropriate.
---------------------------------------------------------------------------------------------------------------------------
(1) Use the following codes; App. - Appraisal, BPO - Brokers Opinion, Int - Internal Value.
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                    Page 38


<PAGE>


                        CMSA INVESTOR REPORTING PACKAGE
                      COMPARATIVE FINANCIAL STATUS REPORT
                           AS OF ___________________
                            (PROPERTY LEVEL REPORT)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
Operating Information Reflected As NOI____ or NCF______
----------------------------------------------------------------------------------------------------------------------------
     P4       P9     P10       P52           P21       L8       P57         P44       P51     P45   P47 or P76  P48 or P77
----------------------------------------------------------------------------------------------------------------------------
                                                                                      ORIGINAL UNDERWRITING
----------------------------------------------------------------------------------------------------------------------------
                                                                                           INFORMATION
----------------------------------------------------------------------------------------------------------------------------
                                                                         BASE YEAR
----------------------------------------------------------------------------------------------------------------------------
                                           CURRENT           ALLOCATED
                          LAST PROPERTY   ALLOCATED   PAID    ANNUAL     FINANCIAL
                           INSPECTION       LOAN      THRU     DEBT       INFO AS      %     TOTAL       $         (1)
PROPERTY ID  CITY  STATE      DATE         AMOUNT     DATE    SERVICE     OF DATE     OCC   REVENUE   NOI/NCF      DSCR
----------------------------------------------------------------------------------------------------------------------------
                          yyyymmdd                                       yyyymmdd
----------------------------------------------------------------------------------------------------------------------------
<S>          <C>   <C>    <C>             <C>         <C>    <C>         <C>           <C>   <C>       <C>          <C>
List all properties currently in deal with or without information largest to smallest loan
----------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------
This report should reflect the information provided in the CMSA Property File and CMSA Loan Periodic Update File.
----------------------------------------------------------------------------------------------------------------------------

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

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

----------------------------------------------------------------------------------------------------------------------------
Total:                                    $                   $                      **WA    $        $            WA
----------------------------------------------------------------------------------------------------------------------------

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

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


<CAPTION>
----------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------
     P4          P60      P66     P61     P63 or P80   P65 or P81      P53       P59     P54    P56 or P78   P58 or P79
----------------------------------------------------------------------------------------------------------------------------
                      2ND PRECEDING ANNUAL OPERATING                          PRECEDING ANNUAL OPERATING
----------------------------------------------------------------------------------------------------------------------------
                               INFORMATION                                           INFORMATION
----------------------------------------------------------------------------------------------------------------------------
             AS OF ____                   NORMALIZED               AS OF ____                   NORMALIZED
----------------------------------------------------------------------------------------------------------------------------
              FINANCIAL                                              FINANCIAL
               INFO AS     %     TOTAL       $             (1)        INFO AS     %     TOTAL        $           (1)
PROPERTY ID    OF DATE    OCC   REVENUE   NOI/NCF         DSCR        OF DATE    OCC   REVENUE    NOI/NCF        DSCR
----------------------------------------------------------------------------------------------------------------------------
              yyyymmdd                                               yyyymmdd
----------------------------------------------------------------------------------------------------------------------------
<S>          <C>   <C>       <C>             <C>        <C>         <C>   <C>        <C>            <C>

----------------------------------------------------------------------------------------------------------------------------
List all properties currently in deal with or without information largest to smallest loan
----------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------
This report should reflect the information provided in the CMSA Property File and CMSA Loan Periodic Update File.
----------------------------------------------------------------------------------------------------------------------------

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

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

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

TOTAL              WA    $         $               WA                      WA    $          $              WA
----------------------------------------------------------------------------------------------------------------------------

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

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


<CAPTION>
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
     P4          P73             P74         P30     P29     P68    P70 or P82   P72 or P83  (2)
---------------------------------------------------------------------------------------------------------------------
                                            MOST RECENT FINANCIAL                                 NET CHANGE
---------------------------------------------------------------------------------------------------------------------
                                                 INFORMATION
---------------------------------------------------------------------------------------------------------------------
                                            *NORMALIZED OR ACTUAL                             PRECEDING & BASIS
---------------------------------------------------------------------------------------------------------------------
                                                                                                    %
                                           OCC AS     %     TOTAL        $           (1)      %     TOTAL     (1)
PROPERTY ID  FS START DATE   FS END DATE   OF DATE   OCC   REVENUE    NOI/NCF       DSCR     OCC   REVENUE   DSCR

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

---------------------------------------------------------------------------------------------------------------------
             yyyymmdd        yyyymmdd     yyyymmdd

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

---------------------------------------------------------------------------------------------------------------------
<S>             <C>           <C>       <C>   <C>        <C>           <C>      <C>   <C>       <C>

---------------------------------------------------------------------------------------------------------------------
List all properties currently in deal with or without information largest to smallest loan
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
This report should reflect the information provided in the CMSA Property File and CMSA Loan Periodic Update File.
---------------------------------------------------------------------------------------------------------------------

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

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

---------------------------------------------------------------------------------------------------------------------
TOTAL                         WA                            $          $             WA       WA    $         WA

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

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

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

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

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

----------------------------------------------------------------------------------------------------------------------------
(1) DSCR should match to Operating Statement Analysis Report and is normally calculated using NOI or NCF / Debt Service
times the allocated loan percentage.
----------------------------------------------------------------------------------------------------------------------------
(2) Net change should compare the latest year to the Base Year.
----------------------------------------------------------------------------------------------------------------------------
* As required by Trust Agreements.
----------------------------------------------------------------------------------------------------------------------------
** Weighted Averages should be computed and reflected if the data is relevant and applicable.
----------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                    Page 39

<PAGE>


                        CMSA INVESTOR REPORTING PACKAGE
                      HISTORICAL LOAN MODIFICATION REPORT
                             AS OF ________________
                              (LOAN LEVEL REPORT)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
     S4         S57     S58         L49                        L48          L7*           L7*         L50*                 L50*
-----------------------------------------------------------------------------------------------------------------------------------
                                                                          BALANCE
                                               EXTENSION                    WHEN      BALANCE AT
                                                  PER       EFFECTIVE     SENT TO   THE EFFECTIVE              # MTHS
                               MOD/EXTENSION    DOCS OR      DATE OF      SPECIAL      DATE OF                FOR RATE
PROSPECTUS ID   CITY   STATE        FLAG       SERVICER    MODIFICATION   SERVICER   MODIFICATION   OLD RATE   CHANGE    NEW RATE
-----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>    <C>     <C>             <C>         <C>            <C>       <C>             <C>       <C>        <C>
THIS REPORT IS HISTORICAL
-----------------------------------------------------------------------------------------------------------------------------------
Information is as of modification. Each line should not change in the future. Only new modifications should be added.
-----------------------------------------------------------------------------------------------------------------------------------

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

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

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

-----------------------------------------------------------------------------------------------------------------------------------
TOTAL FOR ALL LOANS:
-----------------------------------------------------------------------------------------------------------------------------------

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

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

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


<CAPTION>
--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------
     S4           L25*     L25*        L11*       L11*                      L47
--------------------------------------------------------------------------------------------------------------------
                                                                                      (2) EST. FUTURE
                                                                                          INTEREST
                                                         TOTAL # MTHS   (1) REALIZED      LOSS TO
                                       OLD        NEW     FOR CHANGE       LOSS TO     TRUST $ (RATE
PROSPECTUS ID   OLD P&I   NEW P&I   MATURITY   MATURITY     OF MOD         TRUST $       REDUCTION)       COMMENT
--------------------------------------------------------------------------------------------------------------------
<S>       <C>       <C>        <C>       <C>            <C>           <C>                 <C>

THIS REPORT IS HISTORICAL
---------------------------------------------------------------------------------------------------------------------
Information is as of modification. Each line should not change in the future. Only new modifications should be added.
---------------------------------------------------------------------------------------------------------------------

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

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

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

---------------------------------------------------------------------------------------------------------------------
TOTAL FOR ALL LOANS:
---------------------------------------------------------------------------------------------------------------------

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

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


-----------------------------------------------------------------------------------------------------------------------------------
*  The information in these columns is from a particular point in time and should not change on this report once assigned.
   Future modifications done on the same loan are additions to the report.
-----------------------------------------------------------------------------------------------------------------------------------
(1) Actual principal loss taken by bonds
-----------------------------------------------------------------------------------------------------------------------------------
(2) Expected future loss due to a rate reduction. This is just an estimate calculated at the time of the modification.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                    Page 40

<PAGE>


                        CMSA INVESTOR REPORTING PACKAGE
                         HISTORICAL LIQUIDATION REPORT
                   (REO-SOLD, DISCOUNTED PAYOFF OR NOTE SALE)
                              AS OF _______________
                              (LOAN LEVEL REPORT)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
    S4        S55        S61      S57     S58                      L75           L29                 L45          L7
-------------------------------------------------------------------------------------------------------------------------
                                                  (c) = b/a        (a)                      (b)      (d)         (e)
-------------------------------------------------------------------------------------------------------------------------
                                                                  LATEST                           NET AMT
PROSPECTUS                                       % RECEIVED    APPRAISAL OR   EFFECTIVE            RECEIVED    ENDING
  LOAN      PROPERTY   PROPERTY                      FROM        BROKERS       DATE OF     SALES     FROM     SCHEDULED
   ID         NAME       TYPE     CITY   STATE   LIQUIDATION     OPINION     LIQUIDATION   PRICE     SALE      BALANCE
-------------------------------------------------------------------------------------------------------------------------

<S>         <C>        <C>        <C>    <C>     <C>           <C>           <C>           <C>     <C>        <C>
THIS REPORT IS HISTORICAL
-------------------------------------------------------------------------------------------------------------------------
All information is from the liquidation date and does not need to be updated.
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
TOTAL ALL LOANS:
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
CURRENT MONTH ONLY:
-------------------------------------------------------------------------------------------------------------------------

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

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

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
    S4         L37          L39+L38                                 L47
-----------------------------------------------------------------------------------------------------------------------------------
               (f)            (g)         (h)     (i)=d-(f+g+h)     (k)                 (m)                    (n)=k+m     (o)=n/e
-----------------------------------------------------------------------------------------------------------------------------------
                         TOTAL T & I
               AND OTHER
PROSPECTUS  TOTAL P&I      EXPENSE     SERVICING                                                  DATE OF      TOTAL     LOSS % OF
  LOAN       ADVANCE       ADVANCE        FEES         NET   REALIZED   DATE LOSS    MINOR ADJ   MINOR ADJ   LOSS WITH   SCHEDULED
   ID      OUTSTANDING   OUTSTANDING    EXPENSE     PROCEEDS   LOSS    PASSED THRU   TO TRUST   PASSED THRU  ADJUSTMENT   BALANCE
------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>           <C>          <C>          <C>       <C>           <C>        <C>          <C>         <C>     <C>

THIS REPORT IS HISTORICAL
-----------------------------------------------------------------------------------------------------------------------------------
All information is from the liquidation date and does not need to be updated.
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
TOTAL ALL LOANS:
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
CURRENT MONTH ONLY:
-----------------------------------------------------------------------------------------------------------------------------------

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

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

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

-------------------------------------------------------------------------------------------------------------------------
(h) Servicing Fee Expense includes fees such as Liquidation or Disposition fees charged by the Special Servicer.
-------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                    Page 41


<PAGE>


                                    EXHIBIT X

                          UNRESTRICTED SERVICER REPORTS

                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                             CMSA "LOAN SETUP" FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "S"
<TABLE>
<CAPTION>

            SPECIFICATION                                                   DESCRIPTION/COMMENTS

<S>                                     <C>
Acceptable Media Types                  Magnetic Tape, Diskette, Electronic Transfer
Character Set                           ASCII
Field Delineation                       Comma
Density (Bytes-Per-Inch)                1600 or 6250
Magnetic Tape Label                     None (unlabeled)
Magnetic Tape Blocking Factor           10285 (17 records per block)
Physical Media Label                    Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch);
                                        Blocking Factor; Record Length
Return Address Label                    Required for return of physical media (magnetic tape or diskette)
</TABLE>

<TABLE>
<CAPTION>

                                        FIELD             FORMAT
             FIELD NAME                 NUMBER   TYPE     EXAMPLE                         DESCRIPTION/COMMENTS
<S>                                     <C>      <C>     <C>           <C>
Transaction Id                             1      AN      XXX97001     Unique Issue Identification Mnemonic

Group Id                                   2      AN      XXX9701A     Unique Indentification Number Assigned To Each
                                                                       Loan Group Within An Issue

Loan Id                                    3      AN   00000000012345  Unique Servicer Loan Number Number Assigned To
                                                                       Each Collateral Item In A Pool

Prospectus Loan Id                         4      AN        123        Unique Identification Number Assigned To Each
                                                                       Collateral Item In The Prospectus

Original Note Amount                       5    Numeric  1000000.00    The Mortgage Loan Balance At Inception Of The Note

Original Term Of Loan                      6    Numeric     240        Original Number Of Months Until Maturity Of Loan

Original Amortization Term                 7    Numeric     360        Original Number Of Months Loan Amortized Over

Original Note Rate                         8    Numeric    0.095       The Note Rate At Inception Of The Note

Original Payment Rate                      9    Numeric    0.095       Original Rate Payment Calculated On

First Loan Payment Due Date               10      AN      YYYYMMDD     First Payment Date On The Mortgage Loan

Grace Days Allowed                        11    Numeric      10        Number Of Days From Due Date Borrower Is Permitted
                                                                       To Remit Payment

Interest Only (Y/N)                       12      AN         Y         Y=Yes,  N=No

Balloon (Y/N)                             13      AN         Y         Y=Yes,  N=No

Interest Rate Type                        14    Numeric      1         1=Fixed, 2=Arm, 3=Step, 9=Other

Interest Accrual Method Code              15    Numeric      1         1=30/360, 2=Actual/365, 3=Actual/360, 4=Actual/Actual,
                                                                       5=Actual/366, 6=Simple, 7=78's

Interest in Arrears (Y/N)                 16      AN         Y         Y=Yes,  N=No

Payment Type Code                         17    Numeric      1         See Payment Type Code Legend

Prepayment Lock-out End Date              18      AN      YYYYMMDD     Date After Which Loan Can Be Prepaid

Yield Maintenance End Date                19      AN      YYYYMMDD     Date After Which Loan Can Be Prepaid Without Yield
                                                                       Maintenance

Prepayment Premium End Date               20      AN      YYYYMMDD     Date After Which Loan Can Be Prepaid Without Penalty

Prepayment Terms Description              21      AN        Text       Should reflect the information in Annex A or use the
                                                                       format of  LO(36), YM(28), 7(12), O(3).  If manually
                                                                       derived, the Cutoff Date should be the start date
                                                                       for period counting.

ARM Index Code                            22      AN         A         See Arm Index Code Legend
</TABLE>
<PAGE>


                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                             CMSA "LOAN SETUP" FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "S"

<TABLE>
<CAPTION>

                                        FIELD             FORMAT
             FIELD NAME                 NUMBER   TYPE     EXAMPLE                         DESCRIPTION/COMMENTS
<S>                                     <C>      <C>     <C>           <C>
First Rate Adjustment Date                23     AN       YYYYMMDD     Date Note Rate Originally Changed

First Payment Adjustment Date             24     AN       YYYYMMDD     Date Payment Originally Changed

ARM Margin                                25   Numeric     0.025       Rate Added To Index Used In The Determination Of
                                                                       The Gross Interest Rate

Lifetime Rate Cap                         26   Numeric      0.15       Maximum Rate That The Borrower Must Pay On An Arm
                                                                       Loan Per The Loan Agreement

Lifetime Rate Floor                       27   Numeric      0.05       Minimum Rate That The Borrower Must Pay On An Arm
                                                                       Loan Per The Loan Agreement

Periodic Rate Increase Limit              28   Numeric      0.02       Maximum Periodic Increase To The Note Rate Allowed
                                                                       Per The Loan Agreement

Periodic Rate Decrease Limit              29   Numeric      0.02       Minimum Periodic Decrease To The Note Rate Allowed
                                                                       Per The Loan Agreement

Periodic Pay Adjustment Max-%             30   Numeric      0.03       Max Periodic % Increase To The P&I Payment Allowed
                                                                       Per The Loan Agreement

Periodic Pay Adjustment Max-$             31   Numeric    5000.00      Max Periodic Dollar Increase To The P&I Payment Allowed
                                                                       Per The Loan Agreement

Payment Frequency                         32   Numeric       1         1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually...

Rate Reset Frequency                      33   Numeric       1         1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually,
                                                                       365=Daily

Pay Reset Frequency                       34   Numeric       1         1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually,
                                                                       365=Daily

Rounding Code                             35   Numeric       1         Rounding Method For Sum Of Index Plus Margin (See
                                                                       Rounding Code Legend)

Rounding Increment                        36   Numeric    0.00125      Used In Conjunction With Rounding Code

Index Look Back In Days                   37   Numeric       45        Use Index In Effect X Days Prior To Adjustment Date

Negative Amortization Allowed (Y/N)       38     AN          Y         Y=Yes,  N=No

Max Neg Allowed (% Of Orig Bal)           39   Numeric     0.075       Max Lifetime % Increase to the Original Balance Allowed
                                                                       Per The Loan Agreement

Maximum Negate Allowed ($)                40   Numeric    25000.00     Max Lifetime Dollar Increase to the Original Balance
                                                                       Allowed Per The Loan Agreement

Remaining Term At Contribution            41   Numeric      240        Remaining Number Of Months Until Maturity Of Loan At Cutoff

Remaining Amort Term At Contribution      42   Numeric      360        Remaining Number Of Months Loan Amortized Over At Cutoff

Maturity Date At Contribution             43     AN       YYYYMMDD     The Scheduled Maturity Date Of The Mortgage Loan At
                                                                       Contribution

Scheduled Principal Balance At            44   Numeric   1000000.00    The Scheduled Principal Balance Of The Mortgage Loan At
Contribution                                                           Contribution

Note Rate At Contribution                 45   Numeric     0.095       Cutoff Annualized Gross Interest Rate Applicable To The
                                                                       Calculation Of Scheduled Interest

Servicer And Trustee Fee Rate             46   Numeric    0.00025      Cutoff Annualized Fee Paid To The Servicer And Trustee

Fee Rate / Strip Rate 1                   47   Numeric    0.00001      Cutoff Annualized Fee/Strip Netted Against Current
                                                                       Note Rate = Net Rate

Fee Rate / Strip Rate 2                   48   Numeric    0.00001      Cutoff Annualized Fee/Strip Netted Against Current
                                                                       Note Rate = Net Rate

Fee Rate / Strip Rate 3                   49   Numeric    0.00001      Cutoff Annualized Fee/Strip Netted Against Current
                                                                       Note Rate = Net Rate

Fee Rate / Strip Rate 4                   50   Numeric    0.00001      Cutoff Annualized Fee/Strip Netted Against Current
                                                                       Note Rate = Net Rate

Fee Rate / Strip Rate 5                   51   Numeric    0.00001      Cutoff Annualized Fee/Strip Netted Against Current
                                                                       Note Rate = Net Rate

Net Rate At Contribution                  52   Numeric     0.0947      Cutoff Annualized Interest Rate Applicable To The
                                                                       Calculation Of Remittance Interest

Periodic P&I Payment At Contribution      53   Numeric    3000.00      The Periodic Scheduled Principal & Interest Payment
                                                                       at Contribution

# Of Properties at Contribution           54   Numeric       13        L86 - The Number Of Properties Underlying The Mortgage Loan

Property Name                             55     AN         Text       P7 - If Multiple properties print "Various"

Property Address                          56     AN         Text       P8 - If Multiple properties print "Various"

</TABLE>
<PAGE>


                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                             CMSA "LOAN SETUP" FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "S"

<TABLE>
<CAPTION>

                                        FIELD             FORMAT
             FIELD NAME                 NUMBER   TYPE     EXAMPLE                         DESCRIPTION/COMMENTS
<S>                                     <C>      <C>     <C>           <C>

Property City                             57      AN        Text       P9 - If Multiple properties have the same city then
                                                                       print the city, otherwise print "Various".  Missing
                                                                       information print "Incomplete"

Property State                            58      AN        Text       P10 - If Multiple properties have the same state then
                                                                       print the state, otherwise print "XX" to represent various.
                                                                       Missing information print "ZZ"

Property Zip Code                         59      AN        Text       P11 - If Multiple properties have the same zip code then
                                                                       print the zip code, otherwise print "Various". Missing
                                                                       information print "Incomplete"

Property County                           60      AN        Text       P12 - If Multiple properties have the same county then
                                                                       print the county, otherwise print "Various". Missing
                                                                       information print "Incomplete"

Property Type Code                        61      AN         MF        P13 -  If Multiple properties have the same property type
                                                                       code then print the property code, otherwise print "XX" to
                                                                       represent various.  Missing information print "ZZ"

Net Square Feet At Contribution           62    Numeric    25000       P16 - For Multiple properties, if all the same Property
                                                                       Type,  sum the values, if missing any leave empty

# Of Units/Beds/Rooms At Contribution     63    Numeric      75        P17 - For Multiple properties, if all the same Property
                                                                       Type, sum the values, if missing any leave empty

Year Built                                64      AN        YYYY       P14 - If Multiple properties have the same Year Built then
                                                                       print Year Built else leave empty

NOI At Contribution                       65    Numeric  100000.00     P47 - If Multiple properties sum the values, if missing any
                                                                       then populate using the "DSCR Indicator Legend" rule.
                                                                       Should match the prospectus if available.

DSCR (NOI) At Contribution                66    Numeric     2.11       P48 - If Multiple properties populate using the "DSCR
                                                                       Indicator Legend" rule. DSCR At Contribution using NOI.
                                                                       Should match the prospectus if available.

Appraisal Value At Contribution           67    Numeric  1000000.00    P49 -  If Multiple properties sum the values , if missing
                                                                       any then leave empty

Appraisal Date At Contribution            68      AN      YYYYMMDD     P50 - If Multiple properties and all the same then print
                                                                       the date, if missing any then leave empty

Physical Occupancy At Contribution        69    Numeric     0.88       P51 -  If Multiple properties, Use weighted average by
                                                                       using the calculation [Current Allocated % (Prop)
                                                                       * Occupancy (Oper)] for each Property, if missing
                                                                       one then leave empty

Revenue At Contribution                   70    Numeric  100000.00     P45 -  If Multiple properties then sum the value, if
                                                                       missing any then populate using the "DSCR Indicator
                                                                       Legend" rule.  Should match the prospectus if available.

Operating Expenses At Contribution        71    Numeric  100000.00     P46 -  If Multiple properties then sum the value, if
                                                                       missing any then populate using the "DSCR Indicator
                                                                       Legend" rule.   Should match the prospectus if available.

Contribution Financials As Of Date        72      AN      YYYYMMDD     P44 - If Multiple properties and all the same then print
                                                                       the date, if missing any then leave empty

Recourse (Y/N)                            73      AN         Y         Y=Yes,  N=No

Ground Lease (Y/S/N)                      74      AN         Y         Y=Yes, S=Subordinate, N= No ground lease, P22 - If
                                                                       Multiple properties and any one property is "Y" or "S"
                                                                       print  "Y"

</TABLE>
<PAGE>


                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                             CMSA "LOAN SETUP" FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "S"

<TABLE>
<CAPTION>

                                        FIELD             FORMAT
             FIELD NAME                 NUMBER   TYPE     EXAMPLE                         DESCRIPTION/COMMENTS
<S>                                     <C>      <C>     <C>           <C>

Cross-Collateralized Loan Grouping        75      AN        Text       P6 - All Loans With The Same Value Are Crossed, For example:
                                                                       "X02-1" would be populated in this field for all related
                                                                       loans, "X02-2" would be populated for the next group of
                                                                       related loans.

Collection Of Escrows (Y/N)               76      AN         Y         Y=Yes,  N=No  -  Referring to Taxes and Insurance

Collection Of Other Reserves (Y/N)        77      AN         Y         Y=Yes,  N=No -  Referring to Reserves other than Taxes and
                                                                       Insurance.  If any property has a value > 0 in P23,  this
                                                                       field should be "Y"

Lien Position At Contribution             78    Numeric      1         1=First, 2=Second...

Hyper Amortizing Begin Date               79      AN      YYYYMMDD     L81 - Date used to track Anticipated Repayment Date Loans

Defeasance Option Start Date              80      AN      YYYYMMDD     Date loan can start defeasance

Defeasance Option End Date                81      AN      YYYYMMDD     Date that defeasance ends

Last Setup Change Date                    82      AN      YYYYMMDD     L83 - Distribution Date that the information was last
                                                                       changed by loan

NCF At Contribution                       83    Numeric  100000.00     P76 - If Multiple properties sum the values, if missing
                                                                       any then populate using the "DSCR Indicator Legend" rule.
                                                                       Net Cash Flow At Contribution.  Should match the prospectus
                                                                       if available.

DSCR (NCF) At Contribution                84    Numeric     2.11       P77 - If Multiple properties populate using the "DSCR
                                                                       Indicator Legend" rule. DSCR At Contribution using NCF
                                                                       to calculate.  Should match the prospectus if available.

DSCR Indicator at Contribution            85      AN        Text       Flag used to explain how the DSCR was calculated when
                                                                       there are multiple properties.  See DSCR Indicator Legend.

Loan Contributor to Securitization        86      AN        Text       Name of entity ultimately responsible for the reps
                                                                       and warranties of the loan contributed

Credit Tenant Lease                       87      AN         Y         L101 - Y=Yes,  N=No

</TABLE>


<PAGE>


                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                             CMSA "LOAN SETUP" FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "S"

<TABLE>
<CAPTION>

            ROUNDING CODE                                                    ARM INDEX CODE
                LEGEND                                                           LEGEND
<S>                                                  <C>       <C>
  1  Unrounded                                       A         11 FHLB COFI  (1 Month)
  2  Nearest Percentage Increment                    B         11 FHLB COFI  (6 Month)
  3  Up To Nearest Percentage Increment              C         1 Year CMT Weekly Average Treasury
  4  Down To Nearest Percentage Increment            D         3 Year CMT Weekly Average Treasury
                                                     E         5 Year CMT Weekly Average Treasury
                                                     F         Wall Street Journal Prime Rate
         Property Types Code                         G         1 Month LIBOR
                Legend                               H         3 Month LIBOR
  MF  Multifamily                                    I         6 Month LIBOR
  RT  Retail                                         J         National Mortgage Index Rate
  HC  Health Care                                              All Others Use Short Text Description
  IN  Industrial
  WH  Warehouse
  MH  Mobile Home Park                                                      PAYMENT TYPE CODE
  OF  Office                                                                     LEGEND
  MU  Mixed Use                                      1         Fully Amortizing
  LO  Lodging                                        2         Amortizing Balloon
  SS  Self Storage                                   3         Interest Only / Balloon
  OT  Other                                          4         Interest Only / Amortizing
  SE  Securities                                     5         Interest Only / Amortizing / Balloon
                                                     6         Principal Only
                                                     7         Hyper-Amortization
                                                     9         Other


                                                                             DSCR INDICATOR
                                                                                 LEGEND

                                                     P         Partial - Not all properties received financials, servicer
                                                               to leave empty
                                                     A         Average - Not all properties received financials, servicer
                                                               allocates Debt Service only to properties where financials
                                                               are received.
                                                     F         Full - All Statements Collected for all properties
                                                     W         Worst Case - Not all properties received financials,
                                                               servicer allocates 100% of Debt Service to all properties
                                                               where financials are received.
                                                     N         None Collected - no financials were received
                                                     C         Consolidated-All properties reported on 1 "rolled up"
                                                               financial from the borrower
</TABLE>
<PAGE>



                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                        CMSA "LOAN PERIODIC" UPDATE FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "L"



<TABLE>
<CAPTION>

              SPECIFICATION                                   DESCRIPTION/COMMENTS

<S>                                         <C>
Acceptable Media Types                      Magnetic Tape, Diskette, Electronic Transfer
Character Set                               ASCII
Field Delineation                           Comma
Density (Bytes-Per-Inch)                    1600 or 6250
Magnetic Tape Label                         None (unlabeled)
Magnetic Tape Blocking Factor               10285 (17 records per block)
Physical Media Label                        Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch);
                                            Blocking Factor; Record Length
Return Address Label                        Required for return of physical media (magnetic tape or diskette)
</TABLE>

<TABLE>
<CAPTION>

                                             FIELD             FORMAT
               FIELD NAME                   NUMBER   TYPE      EXAMPLE                              DESCRIPTION/COMMENTS
<S>                                           <C>  <C>       <C>            <C>
Transaction Id                                 1      AN      XXX97001      Unique Issue Identification Mnemonic

Group Id                                       2      AN      XXX9701A      Unique Identification Number Assigned To Each Loan
                                                                            Group Within An Issue

Loan Id                                        3      AN    00000000012345  Unique Servicer Loan Number Assigned To Each
                                                                            Collateral Item In A Pool

Prospectus Loan Id                             4      AN         123        Unique Identification Number Assigned To Each
                                                                            Collateral Item In The Prospectus

Distribution Date                              5      AN      YYYYMMDD      Date Payments  Made To Certificateholders

Current Beginning Scheduled Balance            6    Numeric   100000.00     Outstanding Sched Prin Bal at Beginning of current
                                                                            period that is part of the trust

Current Ending Scheduled  Balance              7    Numeric   100000.00     Outstanding Sched Prin Bal at End of current period
                                                                            that is part of the trust

Paid To Date                                   8      AN      YYYYMMDD      Date loan is paid through. One frequency < the date
                                                                            the loan is due for next payment

Current Index Rate                             9    Numeric     0.09        Index Rate Used In The Determination Of The
                                                                            Current Period Gross Interest Rate

Current Note Rate                             10    Numeric     0.09        Annualized Gross Rate Applicable To Calculate The
                                                                            Current Period Scheduled Interest

Maturity Date                                 11      AN      YYYYMMDD      Date Collateral Is Scheduled To Make Its Final Payment

Servicer and Trustee Fee Rate                 12    Numeric    0.00025      Annualized Fee Paid To The Servicer And Trustee

Fee Rate/Strip Rate 1                         13    Numeric    0.00001      Annualized Fee/Strip Netted Against Current
                                                                            Note Rate = Net Rate

Fee Rate/Strip Rate 2                         14    Numeric    0.00001      Annualized Fee/Strip Netted Against Current
                                                                            Note Rate = Net Rate

Fee Rate/Strip Rate 3                         15    Numeric    0.00001      Annualized Fee/Strip Netted Against Current
                                                                            Note Rate = Net Rate

Fee Rate/Strip Rate 4                         16    Numeric    0.00001      Annualized Fee/Strip Netted Against Current
                                                                            Note Rate = Net Rate

Fee Rate/Strip Rate 5                         17    Numeric    0.00001      Annualized Fee/Strip Netted Against Current
                                                                            Note Rate = Net Rate

Net Rate                                      18    Numeric    0.0947       Annualized Interest Rate Applicable To Calculate
                                                                            The Current Period Remittance Int.

Next Index Rate                               19    Numeric     0.09        Index Rate Used In The Determination Of The Next
                                                                            Period Gross Interest Rate

Next Note Rate                                20    Numeric     0.09        Annualized Gross Interest Rate Applicable To Calc
                                                                            Of The Next Period Sch. Interest

Next Rate Adjustment Date                     21      AN      YYYYMMDD      Date Note Rate Is Next Scheduled To Change

Next Payment Adjustment Date                  22      AN      YYYYMMDD      Date Scheduled P&I Amount Is Next Scheduled To Change

Scheduled Interest Amount                     23    Numeric    1000.00      Scheduled Gross Interest Payment Due For The
                                                                            Current Period that goes to the trust

Scheduled Principal Amount                    24    Numeric    1000.00      Scheduled Principal Payment Due For The Current
                                                                            Period that goes to the trust

Total Scheduled P&I Due                       25    Numeric    1000.00      Scheduled Principal & Interest Payment Due For
                                                                            Current Period for the trust
</TABLE>
<PAGE>



                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                        CMSA "LOAN PERIODIC" UPDATE FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "L"



<TABLE>
<CAPTION>

                                             FIELD             FORMAT
               FIELD NAME                   NUMBER   TYPE      EXAMPLE                              DESCRIPTION/COMMENTS
<S>                                           <C>  <C>       <C>            <C>
Neg am/Deferred Interest Amount               26    Numeric    1000.00      Negative Amortization/Deferred Interest Amount Due
                                                                            For The Current Period

Unscheduled Principal Collections             27    Numeric    1000.00      Unscheduled Payments Of Principal Received During
                                                                            The Related Collection Period

Other Principal Adjustments                   28    Numeric    1000.00      Unscheduled Principal Adjustments For The Related
                                                                            Collection Period

Liquidation/Prepayment Date                   29      AN      YYYYMMDD      Date Unscheduled Payment Of Principal Received

Prepayment Penalty/Yld Maint Rec'd            30    Numeric    1000.00      Additional Payment Req'd From Borrower Due To
                                                                            Prepayment Of Loan Prior To Maturity

Prepayment Interest Excess (Shortfall)        31    Numeric    1000.00      Interest Shortfall or Excess as calculated by
                                                                            Servicer per the Trust documents

Liquidation/Prepayment Code                   32    Numeric       1         See Liquidation/Prepayment Codes Legend

Most Recent ASER Amount                       33    Numeric    1000.00      Appraisal Subordinated Entitlement Reduction
                                                                            - The difference between a full advance and the
                                                                            reduced advance is the ASER or as defined in the
                                                                            Trust documents

Blank                                         34      AN        Blank       Left blank on purpose. (Note: was previously Most
                                                                            Recent ASER Date. Field not considered applicable
                                                                            to ASER.)

Cumulative ASER Amount                        35    Numeric    1000.00      Cumulative Appraisal Subordinated Entitlement
                                                                            Reduction

Actual Balance                                36    Numeric   100000.00     Outstanding Actual Principal Balance At The
                                                                            End Of The Current Period

Total P&I Advance Outstanding                 37    Numeric    1000.00      Outstanding P&I Advances At The End Of The Current
                                                                            Period

Total T&I Advance Outstanding                 38    Numeric    1000.00      Outstanding Taxes & Insurance Advances At The End
                                                                            Of The Current Period

Other Expense Advance Outstanding             39    Numeric    1000.00      Other Outstanding Advances At The End Of The
                                                                            Current Period

Status of Loan                                40      AN          1         See Status Of Loan Legend

In Bankruptcy                                 41      AN          Y         Bankruptcy Status Of Loan (If In Bankruptcy
                                                                            "Y", Else "N")

Foreclosure Date                              42      AN      YYYYMMDD      P27 -  If Multiple properties have the same date
                                                                            then print that date otherwise leave empty

REO Date                                      43      AN      YYYYMMDD      P28 -  If Multiple properties have the same date
                                                                            then print that date otherwise leave empty

Bankruptcy Date                               44      AN      YYYYMMDD      Date Of Bankruptcy

Net Proceeds Received on Liquidation          45    Numeric   100000.00     Net Proceeds Rec'd On Liquidation To Be Remitted
                                                                            to the Trust per the Trust Documents

Liquidation Expense                           46    Numeric   100000.00     Expenses Associated With The Liq'n To Be Netted from
                                                                            the Trust per the Trust Documents

Realized Loss to Trust                        47    Numeric   10000.00      Liquidation Balance Less Net Liquidation Proceeds
                                                                            Received (as defined in Trust documents)

Date of Last Modification                     48      AN      YYYYMMDD      Date Loan Was Modified

Modification Code                             49    Numeric       1         See Modification Codes Legend

Modified Note Rate                            50    Numeric     0.09        Note Rate Loan Modified To

Modified Payment Rate                         51    Numeric     0.09        Payment Rate Loan Modified To

Preceding Fiscal Year Revenue                 52    Numeric    1000.00      P54 - If Multiple properties then sum the value,
                                                                            if missing any then populate using the "DSCR
                                                                            Indicator Legend" rule

Preceding Fiscal Year Operating Expenses      53    Numeric    1000.00      P55 -  If Multiple properties then sum the value,
                                                                            if missing any then populate using the "DSCR
                                                                            Indicator Legend" rule

Preceding Fiscal Year NOI                     54    Numeric    1000.00      P56 -  If Multiple properties then sum the value,
                                                                            if missing any then populate using the "DSCR
                                                                            Indicator Legend" rule

Preceding Fiscal Year Debt Svc Amount         55    Numeric    1000.00      P57 -  If Multiple properties then sum the value,
                                                                            if missing any then populate using the "DSCR
                                                                            Indicator Legend" rule
</TABLE>
<PAGE>




                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                        CMSA "LOAN PERIODIC" UPDATE FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "L"



<TABLE>
<CAPTION>

                                             FIELD             FORMAT
               FIELD NAME                   NUMBER   TYPE      EXAMPLE                              DESCRIPTION/COMMENTS
<S>                                           <C>  <C>       <C>            <C>
Preceding Fiscal Year DSCR (NOI)              56    Numeric     2.55        P58 - If Multiple properties populate using the
                                                                            "DSCR Indicator Legend" rule.   Preceding Fiscal
                                                                            Yr Debt Svc Cvrge Ratio using NOI

Preceding Fiscal Year Physical Occupancy      57    Numeric     0.85        P59 - If Multiple properties, Use weighted average
                                                                            by using the calculation [ Current Allocated
                                                                            % (Prop) * Occupancy (Oper) ] for each Property,
                                                                            if missing any then leave empty

Preceding Fiscal Year Financial As of Date    58      AN      YYYYMMDD      P53 - If Multiple properties and all the same then
                                                                            print the date, Date if missing any then leave
                                                                            empty

Second Preceding Fiscal Year Revenue          59   Numeric     1000.00      P61 - If Multiple properties then sum the value, if
                                                                            missing any then populate using the "DSCR Indicator
                                                                            Legend" rule

Second Preceding Fiscal Year Operating        60    Numeric    1000.00      P62 -  If Multiple properties then sum the value,
Expenses                                                                    if missing any then populate using the "DSCR
                                                                            Indicator Legend" rule

Second Preceding Fiscal Year NOI              61    Numeric    1000.00      P63 -  If Multiple properties then sum the value,
                                                                            if missing any then populate using the "DSCR Indicator
                                                                            Legend" rule

Second Preceding Fiscal Year Debt Service     62    Numeric    1000.00      P64 -  If Multiple properties then sum the value,
Amount                                                                      if missing any then populate using the "DSCR
                                                                            Indicator Legend" rule

Second Preceding Fiscal Year DSCR (NOI)       63    Numeric     2.55        P65 - If Multiple properties populate using the
                                                                            "DSCR Indicator Legend" rule.   Second Preceding
                                                                            Fiscal Year Debt Service Coverage Ratio using NOI

Second Preceding Fiscal Year Physical         64    Numeric     0.85        P66 - If Multiple properties, Use weighted average by
Occupancy                                                                   using the calculation [ Current Allocated % (Prop)
                                                                            * Occupancy (Oper) ] for each Property, if missing
                                                                            any then leave empty

Second Preceding Fiscal Year Financial        65      AN      YYYYMMDD      P60 - If Multiple properties and all the same then
As of Date                                                                  print the date, As of Date if missing any then
                                                                            leave empty

Most Recent Revenue                           66    Numeric    1000.00      P68 - If Multiple properties then sum the value,
                                                                            if missing any then populate using the "DSCR
                                                                            Indicator Legend" rule

Most Recent Operating Expenses                67    Numeric    1000.00      P69 -  If Multiple properties then sum the value,
                                                                            if missing any then populate using the "DSCR
                                                                            Indicator Legend" rule

Most Recent NOI                               68    Numeric    1000.00      P70 -  If Multiple properties then sum the value,
                                                                            if missing any then populate using the "DSCR
                                                                            Indicator Legend" rule

Most Recent Debt Service Amount               69    Numeric    1000.00      P71 -  If Multiple properties then sum the value,
                                                                            if missing any then populate using the "DSCR
                                                                            Indicator Legend" rule

Most Recent DSCR (NOI)                        70    Numeric     2.55        P72 - If Multiple properties populate using the
                                                                            "DSCR Indicator Legend" rule.   Most Recent Debt
                                                                            Service Coverage Ratio using NOI

Most Recent Physical Occupancy                71    Numeric     0.85        P29 - If Multiple properties, Use weighted average
                                                                            by using the calculation [ Current Allocated
                                                                            % (Prop) * Occupancy (Oper) ] for each Property,
                                                                            if missing any then leave empty

</TABLE>
<PAGE>




                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                        CMSA "LOAN PERIODIC" UPDATE FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "L"



<TABLE>
<CAPTION>

                                             FIELD             FORMAT
               FIELD NAME                   NUMBER   TYPE      EXAMPLE                              DESCRIPTION/COMMENTS
<S>                                           <C>  <C>       <C>            <C>

Most Recent Financial As of Start Date        72      AN      YYYYMMDD      P73 - If Multiple properties and all the same then
                                                                            print the date, if missing any then leave empty

Most Recent Financial As of End Date          73      AN      YYYYMMDD      P74 - If Multiple properties and all the same then
                                                                            print the date, if missing any then leave empty

Most Recent Appraisal Date                    74      AN      YYYYMMDD      P24 - If Multiple properties and all the same then
                                                                            print the date, if missing any then leave empty

Most Recent Appraisal Value                   75    Numeric   100000.00     P25 - If Multiple properties then sum the value,
                                                                            if missing any then leave empty

Workout Strategy Code                         76    Numeric       1         See Workout Strategy Codes Legend

Most Recent Special Servicer Transfer         77      AN      YYYYMMDD      Date Transferred To The Special Servicer
Date

Most Recent Master Servicer Return Date       78      AN      YYYYMMDD      Date Returned To The Master Servicer or Primary
                                                                            Servicer

Date Asset Expected to Be Resolved or         79      AN      YYYYMMDD      P26 - If Multiple properties then print the latest
Foreclosed                                                                  date from the affiliated properties.   If in
                                                                            Foreclosure - Expected Date of Foreclosure and if
                                                                            REO - Expected Sale Date.

Blank                                         80      AN        Blank       Left blank on purpose. (Note : was previously Year
                                                                            Renovated.  Use the Property File field 15 instead)

Current Hyper Amortizing Date                 81      AN      YYYYMMDD      S79 - Current Anticipated Repayment Date.  Date
                                                                            will be the same as setup file unless the loan is
                                                                            modified and a new date assigned

Most Recent Financial Indicator               82      AN       T or Y       P75 - T= Trailing 12 months Y = Year to Date,
                                                                            Check Start & End Date Applies to field L66 to L73.
                                                                            If Multiple properties and all the same then print
                                                                            the value, if missing any or if the values are not
                                                                            the same, then leave empty

Last Setup Change Date                        83      AN      YYYYMMDD      S82 - Distribution Date that information changed
                                                                            last in the setup file by loan

Last Loan Contribution Date                   84      AN      YYYYMMDD      Date the loan was contributed

Last Property Contribution Date               85      AN      YYYYMMDD      P67 - Date the latest property or properties were
                                                                            contributed.  For Multiple properties print the
                                                                            latest date from the affiliated properties

Number of Properties                          86    Numeric     13.00       S54 - The Number of Properties Underlying the
                                                                            Mortgage Loan

Preceding Year DSCR Indicator                 87      AN        Text        Flag used to explain how the DSCR was calculated
                                                                            when there are multiple properties.  See DSCR
                                                                            Indicator Legend.

Second Preceding Year DSCR Indicator          88      AN        Text        Flag used to explain how the DSCR was calculated
                                                                            when there are multiple properties.  See DSCR
                                                                            Indicator Legend.

Most Recent  DSCR Indicator                   89      AN        Text        Flag used to explain how the DSCR was calculated
                                                                            when there are multiple properties.  See DSCR
                                                                            Indicator Legend.

NOI/NCF Indicator                             90      AN        Text        Indicates how NOI or Net Cash Flow was calculated
                                                                            should be the same for each financial period.
                                                                            See NOI/NCF Indicator Legend. P84 - If Multiple
                                                                            Properties and all the same then print value,
                                                                            if missing any or if the values are not the same,
                                                                            then leave empty.

Date of Assumption                            91      AN      YYYYMMDD      Date the loan last assumed by a new borrower-
                                                                            empty if never assumed
</TABLE>
<PAGE>





                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                        CMSA "LOAN PERIODIC" UPDATE FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "L"



<TABLE>
<CAPTION>

                                             FIELD             FORMAT
               FIELD NAME                   NUMBER   TYPE      EXAMPLE                              DESCRIPTION/COMMENTS
<S>                                           <C>  <C>       <C>            <C>

Preceding Fiscal Year NCF                     92    Numeric    1000.00      P78 - Preceding Fiscal Year Net Cash Flow related to
                                                                            Financial As of Date L58.  If Multiple properties
                                                                            then sum the value, if missing any then populate
                                                                            using the "DSCR Indicator Legend" rule

Preceding Fiscal Year DSCR (NCF)              93    Numeric     2.55        P79 - Preceding Fiscal Yr Debt Service Coverage
                                                                            Ratio using NCF related to Financial As of Date L58.
                                                                            If Multiple properties populate using the "DSCR
                                                                            Indicator Legend" rule.

Second Preceding Fiscal Year NCF              94    Numeric    1000.00      P80 - Second Preceding Fiscal Year Net Cash Flow
                                                                            related to Financial As of Date L65.   If Multiple
                                                                            properties then sum the value, if missing any then
                                                                            populate using the "DSCR Indicator Legend" rule

Second Preceding Fiscal Year DSCR (NCF)       95    Numeric     2.55        P81 - Second Preceding Fiscal Year Debt Service
                                                                            Coverage Ratio using Net Cash Flow related to
                                                                            Financial As of Date L65.   If Multiple properties
                                                                            populate using the "DSCR Indicator Legend" rule.

Most Recent NCF                               96    Numeric    1000.00      P82 - Most Recent Net Cash Flow related to Financial
                                                                            As of Ending Date L73.   If Multiple properties
                                                                            then sum the value, if missing any then populate
                                                                            using the "DSCR Indicator Legend" rule

Most Recent DSCR (NCF)                        97    Numeric    1000.00      P83 - Most Recent Debt Service Coverage Ratio
                                                                            using Net Cash Flow related to Financial As of
                                                                            Ending Date L73.  If Multiple properties populate
                                                                            using the "DSCR Indicator Legend" rule.

Defeasance Status                             98      AN        Text        See Defeasance Status Legend

ARA Amount                                    99    Numeric    1000.00      Appraisal Reduction Amount - Excess of the principal
                                                                            balance over the defined appraisal % or as defined
                                                                            in the trust documents

ARA Date                                      100     AN      YYYYMMDD      Date of appraisal used to calculate ARA

Credit Tenant Lease                           101     AN          Y         S87 - Y=Yes,  N=No
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                        CMSA "LOAN PERIODIC" UPDATE FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "L"



      WORKOUT STRATEGY CODE LEGEND                                    STATUS OF MORTGAGE LOAN
                                                                              LEGEND
<S>                                                 <C>       <C>
  1  Modification                                    A        Payment Not Received But Still In Grace Period
  2  Foreclosure                                     B        Late Payment But Less Than 30 days Delinquent
  3  Bankruptcy                                      0        Current
  4  Extension                                       1        30-59 Days Delinquent
  5  Note Sale                                       2        60-89 Days Delinquent
  6  DPO                                             3        90+ Days Delinquent
  7  REO                                             4        Assumed Scheduled Payment (Performing Matured Balloon)
  8  Resolved                                        7        Foreclosure
  9  Pending Return to Master Servicer               9        REO
  10  Deed In Lieu Of Foreclosure
  11  Full Payoff                                                    MODIFICATION CODE
  12  Reps and Warranties                                                LEGEND
  13  Other or TBD                                   1        Maturity Date Extension
                                                     2        Amortization Change
      LIQUIDATION/PREPAYMENT CODE                    3        Principal Write-Off
                 LEGEND                              4        Combination
  1  Partial Liq'n (Curtailment)
  2  Payoff Prior To Maturity                                          DSCR INDICATOR
  3  Disposition                                                          LEGEND
  4  Repurchase/ Substitution                        P        Partial - Not all properties received financials,
                                                              servicer to leave empty
  5  Full Payoff At Maturity                         A        Average - Not all properties received financials,
                                                              servicer allocates Debt Service only to properties
                                                              where financials are received.
  6  DPO                                             F        Full - All Statements Collected for all properties
  7  Liquidation                                     W        Worst Case - Not all properties received financials,
                                                              servicer allocates 100% of Debt Service to all
                                                              properties where financials are received.
  8  Payoff w/ penalty                               N        None Collected - no financials were received
  9  Payoff w/ yield Maintenance                     C        Consolidated - All properties reported on one
                                                              "rolled up" financial from the borrower
  10  Curtailment w/ Penalty
  11  Curtailment w/ Yield Maintenance

                                                                               NOI/NCF INDICATOR
           DEFEASANCE STATUS                                                         LEGEND
                 LEGEND                             CMSA      Calculated using CMSA standard
  P  Partial Defeasance                             PSA       Calculated using a definition given in the PSA
  F  Full Defeasance                                U/W       Calculated using the underwriting method
  N  No Defeasance Occurred
  X  Defeasance not Allowable

</TABLE>
<PAGE>


                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                              CMSA "PROPERTY" FILE
                              (DATA RECORD LAYOUT )
                             CROSS REFERENCED AS "P"
<TABLE>
<CAPTION>
             SPECIFICATION                           DESCRIPTION/COMMENTS
<S>                                         <C>
Acceptable Media Types                      Magnetic Tape, Diskette, Electronic Transfer
Character Set                               ASCII
Field Delineation                           Comma
Density (Bytes-Per-Inch)                    1600 or 6250
Magnetic Tape Label                         None (unlabeled)
Magnetic Tape Blocking Factor               10285 (17 records per block)
Physical Media Label                        Servicer Name; Data Type (Collection Period Data); Density
                                            (Bytes-Per-Inch); Blocking Factor; Record Length
Return Address Label                        Required for return of physical media (magnetic tape or
                                            diskette)

</TABLE>

<TABLE>
<CAPTION>

                                      FIELD                 FORMAT                                                      LOAN FIELD
            FIELD NAME               NUMBER      TYPE      EXAMPLE                 DESCRIPTION/COMMENTS                 REFERENCE
<S>                                   <C>         <C>      <C>        <C>                                                <C>
Transaction Id                          1         AN       XXX97001   Unique Issue Identification Mnemonic               S1, L1

Loan ID                                 2         AN       XXX9701A   Unique Servicer Loan Number Assigned To Each       S3, L3
                                                                      Collateral Item In A Pool

Prospectus Loan ID                      3         AN         123      Unique Identification Number Assigned To Each      S4, L4
                                                                      Collateral Item In The Prospectus

Property ID                             4         AN       1001-001   Should contain Prospectus ID and property
                                                                      identifier, e.g., 1001-001, 1000-002

Distribution Date                       5         AN       YYYYMMDD   Date Payments  Made To Certificateholders            L5

Cross-Collateralized Loan Grouping      6         AN         Text     All Loans With The Same Value Are Crossed, For      S75
                                                                      example : "X02-1" would be populated in this
                                                                      field for all related loans, "X02-2" would be
                                                                      populated for the next group of related loans.

Property Name                           7         AN         Text                                                         S55

Property Address                        8         AN         Text                                                         S56

Property City                           9         AN         Text                                                         S57

Property State                         10         AN          FL                                                          S58

Property Zip Code                      11         AN        30303                                                         S59

Property County                        12         AN         Text                                                         S60

Property Type Code                     13         AN          MF                                                          S61

Year Built                             14         AN         YYYY                                                         S64

Year Last Renovated                    15         AN         YYYY

Net Square Feet At Contribution        16      Numeric      25000     RT, IN, WH, OF, MU, OT                              S62

# Of Units/Beds/Rooms At               17      Numeric        75      MF, MH, LO,MU, HC, SS                               S63
Contribution

Property Status                        18         AN          1       1=FCL, 2=REO, 3=Defeased, 4=Partial Release,
                                                                      5= Released, 6= Same as at Contribution

Allocated Percentage of Loan at        19      Numeric       0.75     Issuer to allocate loan % attributable to
Contribution                                                          property for multi-property loans

</TABLE>

<PAGE>


                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                              CMSA "PROPERTY" FILE
                              (DATA RECORD LAYOUT )
                             CROSS REFERENCED AS "P"

<TABLE>
<CAPTION>

                                      FIELD                 FORMAT                                                      LOAN FIELD
            FIELD NAME               NUMBER      TYPE      EXAMPLE                 DESCRIPTION/COMMENTS                 REFERENCE
<S>                                   <C>         <C>      <C>        <C>                                                <C>

Current Allocated Percentage           20      Numeric       0.75     Maintained by servicer. If not supplied in by
                                                                      Issuer or Underwriter, use Underwritting NOI
                                                                      or NCF to calculate

Current Allocated Ending Scheduled     21      Numeric    5900900.00  Calculation based on Current Allocated              L7
Loan Amount                                                           Percentage and Current Ending Scheduled
                                                                      Principal Balance (L7) for associated loan.

Ground Lease (Y/S/N)                   22         AN          N       Either Y=Yes, S=Subordinate, N= No ground lease     S74

Total Reserve Balance                  23      Numeric     25000.00   For Maintenance, Repairs, & Environmental.          S77
                                                                      (Excludes Tax & Insurance Escrows).  An amount
                                                                      should be printed if the value in Setup File
                                                                      field 77 is "Y"

Most Recent Appraisal Date             24         AN       YYYYMMDD                                                       L74

Most Recent Appraisal Value            25      Numeric    1000000.00                                                      L75

Date Asset Expected to Be Resolved     26         AN       YYYYMMDD   Could be different dates for different              L79
or Foreclosed                                                         properties. If in Foreclosure - Expected Date
                                                                      of Foreclosure and if REO - Expected Sale Date

Foreclosure Date                       27         AN       YYYYMMDD                                                       L42

REO Date                               28         AN       YYYYMMDD                                                       L43

Most Recent Physical Occupancy         29      Numeric       0.75                                                         L71

Occupancy As of Date                   30         AN       YYYYMMDD   Typically should be the effective date of the
                                                                      Rent Roll

Date Lease Rollover Review             31         AN       YYYYMMDD   Roll over review to be completed every 12
                                                                      months

% Sq. Feet expiring 1-12 months        32      Numeric       0.2      Apply to Property Types - RT, IN, WH, OF, MU, OT    S62


% Sq. Feet  expiring 13-24 months      33      Numeric       0.2      Apply to Property Types - RT, IN, WH, OF, MU, OT    S62


% Sq. Feet expiring 25-36 months       34      Numeric       0.2      Apply to Property Types - RT, IN, WH, OF, MU, OT    S62


% Sq. Feet  expiring 37-48 months      35      Numeric       0.2      Apply to Property Types - RT, IN, WH, OF, MU, OT    S62


% Sq. Feet  expiring 49-60 months      36      Numeric       0.2      Apply to Property Types - RT, IN, WH, OF, MU, OT    S62


Largest Tenant                         37         AN         Text     For Office, WH, Retail, Industrial, Other or
                                                                      Mixed Use, as applicable

Square Feet of Largest Tenant          38      Numeric      15000

2nd Largest Tenant                     39         AN         Text     For Office, WH, Retail, Industrial, Other or
                                                                      Mixed Use, as applicable

Square Feet of 2nd Largest Tenant      40      Numeric      15000

3rd Largest Tenant                     41         AN         Text     For Office, WH, Retail, Industrial, Other or
                                                                      Mixed Use, as applicable

Square Feet of 3rd Largest Tenant      42      Numeric      15000

Fiscal Year End Month                  43      Numeric        MM      Needed to indicate month ending for borrower's
                                                                      Fiscal Year.  For example : "12"

Contribution Financials As Of Date     44         AN       YYYYMMDD                                                       S72

Revenue At Contribution                45      Numeric    1000000.00  Should match the prospectus if available. At        S70
                                                                      the Property Level

Operating Expenses At Contribution     46      Numeric    1000000.00  Should match the prospectus if available. At        S71
                                                                      the Property Level

NOI At Contribution                    47      Numeric    1000000.00  Should match the prospectus if available. At        S65
                                                                      the Property Level
</TABLE>
<PAGE>



                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                              CMSA "PROPERTY" FILE
                              (DATA RECORD LAYOUT )
                             CROSS REFERENCED AS "P"

<TABLE>
<CAPTION>

                                      FIELD                 FORMAT                                                      LOAN FIELD
            FIELD NAME               NUMBER      TYPE      EXAMPLE                 DESCRIPTION/COMMENTS                 REFERENCE
<S>                                   <C>         <C>      <C>        <C>                                                <C>
DSCR (NOI) At Contribution             48      Numeric       1.5      Should match the prospectus if available.           S66

Appraisal Value At Contribution        49      Numeric    1000000.00                                                      S67

Appraisal Date At Contribution         50         AN       YYYYMMDD                                                       S68

Physical Occupancy At Contribution     51      Numeric       0.9                                                          S69

Date of Last Inspection                52         AN       YYYYMMDD   Date of last physical site inspection

Preceding Fiscal Year Financial As     53         AN       YYYYMMDD                                                       L58
of Date

Preceding Fiscal Year Revenue          54      Numeric    1000000.00                                                      L52

Preceding Fiscal Year Operating        55      Numeric    1000000.00                                                      L53
Expenses

Preceding Fiscal Year NOI              56      Numeric    1000000.00                                                      L54

Preceding Fiscal Yr Debt Service       57      Numeric    1000000.00  Calculate using P20(percentage) to get the          L55
Amount                                                                allocated amount for each property

Preceding Fiscal Year DSCR (NOI)       58      Numeric       1.3      Uses the property NOI and the allocated debt        L56
                                                                      service amount

Preceding Fiscal Year Physical         59      Numeric       0.9                                                          L57
Occupancy

Second Preceding FY Financial As       60         AN       YYYYMMDD                                                       L65
of Date

Second Preceding Fiscal Year           61      Numeric    1000000.00                                                      L59
Revenue

Second Preceding FY Operating          62      Numeric    1000000.00                                                      L60
Expenses

Second Preceding Fiscal Year NOI       63      Numeric    1000000.00                                                      L61

Second Preceding FY Debt Service       64      Numeric    1000000.00  Calculate using P20(percentage) to get the          L62
Amount                                                                allocated amount for each property

Second Preceding Fiscal Year DSCR      65      Numeric       1.3      Uses the property NOI and the allocated debt        L63
(NOI)                                                                 service amount

Second Preceding FY Physical           66      Numeric       0.9                                                          L64
Occupancy

Property Contribution Date             67         AN       YYYYMMDD   Date Property was contributed                       L85

Most Recent Revenue                    68      Numeric    1000000.00  Most Recent Revenue                                 L66

Most Recent Operating Expenses         69      Numeric    1000000.00  Most Recent Operating Expenses                      L67

Most Recent NOI                        70      Numeric    1000000.00  Most Recent Net Operating Income                    L68

Most Recent Debt Service Amount        71      Numeric    1000000.00  Calculate using P20(percentage) to get the          L69
                                                                      allocated amount for each property

Most Recent DSCR (NOI)                 72      Numeric       2.55     Uses the property NOI and the allocated debt        L70
                                                                      service amount

Most Recent Financial As of Start      73         AN       YYYYMMDD   Start date used to calculate Most Recent            L72
Date                                                                  information either YTD or trailing 12 months

Most Recent Financial As of End        74         AN       YYYYMMDD   End date used to calculate Most Recent              L73
Date                                                                  information either YTD or trailing 12 months

Most Recent Financial Indicator        75         AN        T or Y    T= Trailing 12 months Y = Year to Date              L82

NCF At Contribution                    76      Numeric    1000000.00  Net Cash Flow At Contribution.   Should match       S83
                                                                      the prospectus if available.

DSCR (NCF) At Contribution             77      Numeric       1.5      DSCR At Contribution using NCF to calculate.        S84
                                                                      Should match the prospectus if available.

Preceding Fiscal Year NCF              78      Numeric    1000000.00  Preceding Fiscal Year Net Cash Flow related to      L92
                                                                      Financial As of Date P53.
</TABLE>
<PAGE>



                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                              CMSA "PROPERTY" FILE
                              (DATA RECORD LAYOUT )
                             CROSS REFERENCED AS "P"

<TABLE>
<CAPTION>

                                      FIELD                 FORMAT                                                      LOAN FIELD
            FIELD NAME               NUMBER      TYPE      EXAMPLE                 DESCRIPTION/COMMENTS                 REFERENCE
<S>                                   <C>         <C>      <C>        <C>                                                <C>
Preceding Fiscal Year DSCR (NCF)       79      Numeric       2.55     Preceding Fiscal Yr Debt Service Coverage Ratio     L93
                                                                      using NCF related to Financial As of Date P53.

Second Preceding FY NCF                80      Numeric    1000000.00  Second Preceding Fiscal Year Net Cash Flow          L94
                                                                      related to Financial As of Date P60.

Second Preceding FY DSCR (NCF)         81      Numeric       2.55     Second Preceding Fiscal Year Debt Service           L95
                                                                      Coverage Ratio using Net Cash Flow related to
                                                                      Financial As of Date P60.

Most Recent NCF                        82      Numeric    1000000.00  Most Recent Net Cash Flow related to Financial      L96
                                                                      As of Date P74.

Most Recent DSCR (NCF)                 83      Numeric       2.55     Most Recent Debt Service Coverage Ratio using       L97
                                                                      Net Cash Flow related to Financial As of Date
                                                                      P74.

NOI/NCF Indicator                      84         AN         Text     Indicates how NOI or Net Cash Flow was              L90
                                                                      calculated should be the same for each
                                                                      financial period.  See NOI/NCF Indicator
                                                                      Legend.

Deferred Maintenance Flag              85         AN          N       Either Y=Yes or N= No, Deferred Maintenance
</TABLE>


<TABLE>
<CAPTION>

         PROPERTY TYPES CODE                                            NOI/NCF INDICATOR
               LEGEND                                                         LEGEND
<S>   <C>                                      <C>       <C>

  MF  Multifamily                              CMSA      Calculated using CMSA standard
  RT  Retail                                   PSA       Calculated using a definition given in the PSA
  HC  Health Care                              U/W       Calculated using the underwriting method
  IN  Industrial
  WH  Warehouse
  MH  Mobile Home Park
  OF  Office
  MU  Mixed Use
  LO  Lodging
  SS  Self Storage
  OT  Other
  SE  Securities
</TABLE>
<PAGE>

                                  ATTACHMENT A:
                   CMSA FINANCIAL FILE - CATEGORY CODE MATRIX
<TABLE>

                                                                                                     PROPERTY TYPE
                        CODE/                                                                      MULTI-   HEALTH
                     SORT ORDER                        DESCRIPTION                    COMMERCIAL   FAMILY    CARE    LODGING
<S>              <C>                 <C>                                                  <C>        <C>      <C>      <C>
INCOME
                 010GROSRNT          Gross Potential Rent                                  X          X        X
                 020VACANCY          Less: Vacancy/Collection Loss                         X          X        X
                 030BASERNT          Base Rent                                             X          X
                 040EXPREMB          Expense Reimbursement                                 X
                 050PCTRENT          Percentage Rent                                       X
                 060ROOMREV          Room Revenue                                                                       X
                 070FOODBEV          Food & Beverage Revenues                                                           X
                 080PHONE            Telephone Revenue                                                                  X
                 090OTHDREV          Other Departmental Revenue                                                         X
                 100PVTPAY           Private Pay                                                               X
                 110MEDCARE          Medicare/Medicaid                                                         X
                 120NURSING          Nursing/Medical Income                                                    X
                 130MEALS            Meals Income                                                              X
                 140LAUNDRY          Laundry/Vending Income                                           X
                 150PARKING          Parking Income                                        X          X
                 160OTHERIN          Other Income                                          X          X        X        X

EXPENSES         270ROOMS            Room (Department)                                                                  X
                 280FOODBEV          Food & Beverage (Departmental)                                                     X
                 290PHONE            Telephone Expenses (Departmental)                                                  X
                 300OTHDEPT          Other Dept. Expenses                                                               X
                 310RETAXES          Real Estate Taxes                                     X          X        X        X
                 320PROPINS          Property Insurance                                    X          X        X        X
                 330UTILITI          Utilities                                             X          X        X        X
                 340REPAIRS          Repairs and Maintenance                               X          X        X        X
                 350JANITOR          Janitorial                                            X
                 360FRANCHI          Franchise Fee                                                                      X
                 370MANAGEM          Management Fees                                       X          X        X        X
                 380PAYROLL          Payroll & Benefits                                    X          X        X        X
                 390MARKETI          Advertising & Marketing                               X          X        X        X
                 400PROFESS          Professional Fees                                     X          X        X        X
                 410GENERAL          General and Administrative                            X          X        X        X
                 420ROOMS            Room Expense - Housekeeping                                               X
                 430MEALS            Meal expense                                                              X
                 440OTHEREX          Other Expenses                                        X          X        X        X
                 450GROUNDR          Ground Rent                                           X          X        X        X

RESRV & CAPEX    490LEASING          Leasing Commissions                                   X
                 500TENANTI          Tenant Improvements                                   X
                 510CAPEX            Capital Expenditures                                  X          X        X        X
                 520EXCAPEX          Extraordinary Capital Expenditures                    X          X        X        X
</TABLE>


<TABLE>
<CAPTION>

                                          DATA TYPES
                         <S>         <C>
                         YTD         Current Year - Year to Date
                         AN          Annual (prior 12 months' data fiscal year - audited)
                         TR          Trailing 12 months' data
                         UB          Underwriting Base Line
</TABLE>



<TABLE>
<CAPTION>

                                        STATEMENT TYPES
                         <S>         <C>
                         BOR         Borrower's Statement (as submitted)
                         ADJ         Adjustments to Borrower's Statement
                         NOR         Normalized Statement (to CMSA format)
</TABLE>
<PAGE>

                                 ATTACHMENT B:
                       CMSA FINANCIAL FILE SPECIFICATIONS

<TABLE>
<CAPTION>
                                           RECORD LAYOUT
<S>             <C>                   <C>
Fields:         Trans ID              From CMSA Loan Setup File, Field #1
                Loan #                From CMSA Property File, Field #2
                Property ID           From CMSA Property File, Field #4, Example:  1001-001
                YYYYMM                Financial Statement Beginning Date
                YYYYMM                Financial Statement Ending Date
                Data Type             See attached values
                Stmt Type             See attached values
                Category Code         See attached values
                Amount                Example : 999999.99 Enter positive
                                      values except for adjustments, contra
                                      accounts or other negative numbers.

Key:            Trans ID
                Loan #
                Property ID           CMSA Property File, P4
                YYYYMM                Financial Statement Ending Date
                Data Type
                Statement Type
                Category Code

</TABLE>

               SAMPLE ASCII PRESENTATION (PREFERRED)

XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,010GROSRNT,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,020VACANCY,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,030BASERNT,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,160OTHERIN,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,310RETAXES,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,320PROPINS,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,330UTILITI,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,340REPAIRS,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,350JANITOR,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,370MANAGEM,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,380PAYROLL,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,390MARKETI,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,410GENERAL,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,440OTHEREX,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,500TENANTI,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,510CAPEX,999999.99



                        SAMPLE SPREADSHEET PRESENTATION
<TABLE>
<CAPTION>

                                    BEGIN    ENDING                  STMT
TRANS ID   LOAN #    PROP ID       YYYYMM    YYYYMM       DATA TYPE  TYPE       CATEGORY       AMOUNT
<S>        <C>       <C>          <C>          <C>        <C>        <C>        <C>            <C>
XX97D4     12768-34  1001-001     199901       199903     YTD        NOR        010GROSRNT     999999.99
XX97D4     12768-34  1001-001     199901       199903     YTD        NOR        020VACANCY     999999.99
XX97D4     12768-34  1001-001     199901       199903     YTD        NOR        030BASERNT     999999.99
XX97D4     12768-34  1001-001     199901       199903     YTD        NOR        160OTHERIN     999999.99
XX97D4     12768-34  1001-001     199901       199903     YTD        NOR        310RETAXES     999999.99
XX97D4     12768-34  1001-001     199901       199903     YTD        NOR        320PROPINS     999999.99
XX97D4     12768-34  1001-001     199901       199903     YTD        NOR        330UTILITI     999999.99
XX97D4     12768-34  1001-001     199901       199903     YTD        NOR        340REPAIRS     999999.99
XX97D4     12768-34  1001-001     199901       199903     YTD        NOR        350JANITOR     999999.99
XX97D4     12768-34  1001-001     199901       199903     YTD        NOR        370MANAGEM     999999.99
XX97D4     12768-34  1001-001     199901       199903     YTD        NOR        380PAYROLL     999999.99
XX97D4     12768-34  1001-001     199901       199903     YTD        NOR        390MARKETI     999999.99
XX97D4     12768-34  1001-001     199901       199903     YTD        NOR        410GENERAL     999999.99
XX97D4     12768-34  1001-001     199901       199903     YTD        NOR        440OTHEREX     999999.99
XX97D4     12768-34  1001-001     199901       199903     YTD        NOR        500TENANTI     999999.99
XX97D4     12768-34  1001-001     199901       199903     YTD        NOR        510CAPEX       999999.99
XX97D4     12768-34  1001-002     199901       199903     YTD        NOR        010GROSRNT     999999.99
XX97D4     12768-34  1001-002     199901       199903     YTD        NOR        020VACANCY     999999.99
XX97D4     12768-34  1001-002     199901       199903     YTD        NOR        030BASERNT     999999.99
XX97D4     12768-34  1001-002     199901       199903     YTD        NOR        160OTHERIN     999999.99
XX97D4     12768-34  1001-002     199901       199903     YTD        NOR        310RETAXES     999999.99
XX97D4     12768-34  1001-002     199901       199903     YTD        NOR        320PROPINS     999999.99
XX97D4     12768-34  1001-002     199901       199903     YTD        NOR        330UTILITI     999999.99
XX97D4     12768-34  1001-002     199901       199903     YTD        NOR        340REPAIRS     999999.99
XX97D4     12768-34  1001-002     199901       199903     YTD        NOR        350JANITOR     999999.99
XX97D4     12768-34  1001-002     199901       199903     YTD        NOR        370MANAGEM     999999.99
XX97D4     12768-34  1001-002     199901       199903     YTD        NOR        380PAYROLL     999999.99
XX97D4     12768-34  1001-002     199901       199903     YTD        NOR        390MARKETI     999999.99
XX97D4     12768-34  1001-002     199901       199903     YTD        NOR        410GENERAL     999999.99
XX97D4     12768-34  1001-002     199901       199903     YTD        NOR        440OTHEREX     999999.99
XX97D4     12768-34  1001-002     199901       199903     YTD        NOR        500TENANTI     999999.99
XX97D4     12768-34  1001-002     199901       199903     YTD        NOR        510CAPEX       999999.99
</TABLE>

<PAGE>

                                    EXHIBIT Y

<PAGE>

                             INVESTOR CERTIFICATION

                                                         Date: December 17, 2002

LaSalle Bank National Association
135 South LaSalle Street
Chicago, IL  60603

Attention:  Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass
            Through Certificates, Series 2002 - IQ3

      In accordance with the Pooling and Servicing Agreement, dated as of
December 1, 2002 (the "Agreement"), by and among Morgan Stanley Dean Witter
Capital I Inc., as Depositor, GMAC Commercial Mortgage Corporation, as General
Master Servicer and General Special Servicer, NCB, FSB, as NCB Master Servicer,
National Consumer Cooperative Bank, as Co-op Special Servicer, Principal Global
Investors, LLC, as Special Servicer with respect to Mortgage Loan No. 7, ABN
AMRO Bank N.V., as Fiscal Agent, and LaSalle Bank National Association, N.A., as
Trustee, Paying Agent and Certificate Registrar (the "Trustee"), with respect to
the above referenced certificates (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

1.    The undersigned is a beneficial owner or prospective purchaser of the
      Class ___ Certificates.

2.    The undersigned is requesting access to the Trustee's internet website
      containing certain information (the "Information") and/or is requesting
      the information identified on the schedule attached hereto (also, the
      "information") pursuant to the provisions of the Agreement.

3.    In consideration of the Trustee's disclosure to the undersigned of the
      Information, or access thereto, the undersigned will keep the Information
      confidential (except from such outside persons as are assisting it in
      making an evaluation in connection with purchasing the related
      Certificates, from its accountants and attorneys, and otherwise from such
      governmental or banking authorities or agencies to which the undersigned
      is subject), and such Information, will not, without the prior written
      consent of the Trustee, be otherwise disclosed by the undersigned or by
      its officers, directors, partners, employees, agents or representatives
      (collectively, the "Representative") in any manner whatsoever, in whole or
      in part.

4.    The undersigned will not use or disclose the Information in any manner
      which could result in a violation of any provision of the Securities Act
      of 1933, as amended (the "Securities Act"), or the Securities Exchange Act
      of 1934, as amended, or would require registration of any Certificate
      pursuant to Section 5 of the Securities Act.

5.    The undersigned shall be fully liable for any breach of this agreement by
      itself or any of its Representatives and shall indemnify the Depositor,
      the Trustee and the Trust Fund for any loss, liability or expense incurred
      thereby with respect to any such breach by the undersigned or any its
      Representative.

6.    Capitalized terms used but not defined herein shall have the respective
      meanings assigned thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.



                                       Beneficial Owner or Prospective Purchaser

                                       By:
                                           -------------------------------------

                                       Title:
                                              ----------------------------------

                                       Company:
                                                --------------------------------

                                       Phone:
                                              ----------------------------------

<PAGE>



                                    EXHIBIT Z

                                     FORM OF
                            NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN

For loans having balance of (a) $20,000,000 or less, and (b) less than or equal
           to 5% of Aggregate Certificate Balance, whichever is less

To:   [Address]
      Attn:

From: _____________________________________, in its capacity
      as Master Servicer (the "Servicer") under the Pooling and Servicing
      Agreement dated as of December 1, 2002 (the "Pooling and Servicing
      Agreement"), among the Servicer, __________________ as Trustee, and
      others.

Date: _________, 20___

Re:   Morgan Stanley Dean Witter Capital I Inc.,
      ------------------------------------------
      Commercial Mortgage Pass-Through Certificates,
      Series 2002-IQ3
      ------------------------------------------------------------

            Mortgage Loan (the "Mortgage Loan") identified by loan number _____
on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement
and heretofore secured by the Mortgaged Properties identified on the Mortgage
Loan Schedule by the following names:____________________

            Reference is made to the Pooling and Servicing Agreement described
above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement

            As Servicer under the Pooling and Servicing Agreement, we hereby:

            1.    NOTIFY YOU THAT THE MORTGAGOR HAS CONSUMMATED A DEFEASANCE OF
                  THE MORTGAGE LOAN PURSUANT TO THE TERMS OF THE MORTGAGE LOAN,
                  OF THE TYPE CHECKED BELOW:

                  ____  a full defeasance of the payments scheduled to be due in
                        respect of the entire Principal Balance of the Mortgage
                        Loan; or

                  ____  a partial defeasance of the payments scheduled to be due
                        in respect of a portion of the Principal Balance of the
                        Mortgage Loan that represents ___% of the entire
                        Principal Balance of the Mortgage Loan and, under the
                        Mortgage, has an allocated loan amount of $____________
                        or _______% of the entire Principal Balance;

            2.    CERTIFY THAT EACH OF THE FOLLOWING IS TRUE, SUBJECT TO THOSE
                  EXCEPTIONS SET FORTH WITH EXPLANATORY NOTES ON EXHIBIT A
                  HERETO, WHICH EXCEPTIONS THE SERVICER HAS DETERMINED,
                  CONSISTENT WITH THE SERVICING STANDARD, WILL HAVE NO MATERIAL
                  ADVERSE EFFECT ON THE MORTGAGE LOAN OR THE DEFEASANCE
                  TRANSACTION:

                  A.    THE MORTGAGE LOAN DOCUMENTS PERMIT THE DEFEASANCE, AND
                        THE TERMS AND CONDITIONS FOR DEFEASANCE SPECIFIED
                        THEREIN WERE SATISFIED IN ALL MATERIAL RESPECTS IN
                        COMPLETING THE DEFEASANCE.

                  B.    THE DEFEASANCE WAS CONSUMMATED ON __________, 20__.

                  C.    THE DEFEASANCE COLLATERAL CONSISTS OF SECURITIES THAT
                        (I) CONSTITUTE "GOVERNMENT SECURITIES" AS DEFINED IN
                        SECTION 2(A)(16) OF THE INVESTMENT COMPANY ACT OF 1940
                        AS AMENDED (15 U.S.C. 80A-1), (II) ARE LISTED AS
                        "QUALIFIED INVESTMENTS FOR `AAA' FINANCINGS" UNDER
                        PARAGRAPHS 1, 2 OR 3 OF "CASH FLOW APPROACH" IN STANDARD
                        & Poor's Public Finance Criteria 2000, as amended to the
                        DATE OF THE DEFEASANCE, (III) ARE RATED `AAA' BY
                        STANDARD & POOR'S, (IV) IF THEY INCLUDE A PRINCIPAL
                        OBLIGATION, THE PRINCIPAL DUE AT MATURITY CANNOT VARY OR
                        CHANGE, AND (V) ARE NOT SUBJECT TO PREPAYMENT, CALL OR
                        EARLY REDEMPTION. SUCH SECURITIES HAVE THE
                        CHARACTERISTICS SET FORTH BELOW:

                         CUSIP RATE MAT PAY DATES ISSUED

                  D.    THE SERVICER RECEIVED AN OPINION OF COUNSEL (FROM
                        COUNSEL APPROVED BY SERVICER IN ACCORDANCE WITH THE
                        SERVICING STANDARD) THAT THE DEFEASANCE WILL NOT RESULT
                        IN AN ADVERSE REMIC EVENT.

                  E.    THE SERVICER DETERMINED THAT THE DEFEASANCE COLLATERAL
                        WILL BE OWNED BY AN ENTITY (THE "DEFEASANCE OBLIGOR") AS
                        TO WHICH ONE OF THE STATEMENTS CHECKED BELOW IS TRUE:

                  ____  the related Mortgagor was a Single-Purpose Entity (as
                        defined in Standard & Poor's Structured Finance Ratings
                        Real Estate Finance Criteria, as amended to the date of
                        the defeasance (the "S&P Criteria")) as of the date of
                        the defeasance, and after the defeasance owns no assets
                        other than the defeasance collateral and real property
                        securing Mortgage Loans included in the pool.

                  ____  the related Mortgagor designated a Single-Purpose Entity
                        (as defined in the S&P Criteria) to own the defeasance
                        collateral; or

                  ____  the Servicer designated a Single-Purpose Entity (as
                        defined in the S&P Criteria) established for the benefit
                        of the Trust to own the defeasance collateral.

                  F.    THE SERVICER RECEIVED A BROKER OR SIMILAR CONFIRMATION
                        OF THE CREDIT, OR THE ACCOUNTANT'S LETTER DESCRIBED
                        BELOW CONTAINED STATEMENTS THAT IT REVIEWED A BROKER OR
                        SIMILAR CONFIRMATION OF THE CREDIT, OF THE DEFEASANCE
                        COLLATERAL TO AN ELIGIBLE ACCOUNT (AS DEFINED IN THE S&P
                        CRITERIA) IN THE NAME OF THE DEFEASANCE OBLIGOR, WHICH
                        ACCOUNT IS MAINTAINED AS A SECURITIES ACCOUNT BY THE
                        TRUSTEE ACTING AS A SECURITIES INTERMEDIARY.

                  G.    AS SECURITIES INTERMEDIARY, TRUSTEE IS OBLIGATED TO MAKE
                        THE SCHEDULED PAYMENTS ON THE MORTGAGE LOAN FROM THE
                        PROCEEDS OF THE DEFEASANCE COLLATERAL DIRECTLY TO THE
                        SERVICER'S CERTIFICATE ACCOUNT IN THE AMOUNTS AND ON THE
                        DATES SPECIFIED IN THE MORTGAGE LOAN DOCUMENTS OR, IN A
                        PARTIAL DEFEASANCE, THE PORTION OF SUCH SCHEDULED
                        PAYMENTS ATTRIBUTED TO THE ALLOCATED LOAN AMOUNT FOR THE
                        REAL PROPERTY DEFEASED, INCREASED BY ANY DEFEASANCE
                        PREMIUM SPECIFIED IN THE MORTGAGE LOAN DOCUMENTS (THE
                        "SCHEDULED PAYMENTS").

                  H.    THE SERVICER RECEIVED FROM THE MORTGAGOR WRITTEN
                        CONFIRMATION FROM A FIRM OF INDEPENDENT CERTIFIED PUBLIC
                        ACCOUNTANTS, WHO WERE APPROVED BY SERVICER IN ACCORDANCE
                        WITH THE SERVICING STANDARD, STATING THAT (I) REVENUES
                        FROM PRINCIPAL AND INTEREST PAYMENTS MADE ON THE
                        DEFEASANCE COLLATERAL (WITHOUT TAKING INTO ACCOUNT ANY
                        EARNINGS ON REINVESTMENT OF SUCH REVENUES) WILL BE
                        SUFFICIENT TO TIMELY PAY EACH OF THE SCHEDULED PAYMENTS
                        AFTER THE DEFEASANCE INCLUDING THE PAYMENT IN FULL OF
                        THE MORTGAGE LOAN (OR THE ALLOCATED PORTION THEREOF IN
                        CONNECTION WITH A PARTIAL DEFEASANCE) ON ITS MATURITY
                        DATE (OR, IN THE CASE OF AN ARD LOAN, ON ITS ANTICIPATED
                        REPAYMENT DATE), (II) THE REVENUES RECEIVED IN ANY MONTH
                        FROM THE DEFEASANCE COLLATERAL WILL BE APPLIED TO MAKE
                        SCHEDULED PAYMENTS WITHIN FOUR (4) MONTHS AFTER THE DATE
                        OF RECEIPT, AND (III) INTEREST INCOME FROM THE
                        DEFEASANCE COLLATERAL TO THE DEFEASANCE OBLIGOR IN ANY
                        CALENDAR OR FISCAL YEAR WILL NOT EXCEED SUCH DEFEASANCE
                        OBLIGOR'S INTEREST EXPENSE FOR THE MORTGAGE LOAN (OR THE
                        ALLOCATED PORTION THEREOF IN A PARTIAL DEFEASANCE) FOR
                        SUCH YEAR.

                  I.    THE SERVICER RECEIVED OPINIONS FROM COUNSEL, WHO WERE
                        APPROVED BY SERVICER IN ACCORDANCE WITH THE SERVICING
                        STANDARD, THAT (I) THE AGREEMENTS EXECUTED BY THE
                        MORTGAGOR AND/OR THE DEFEASANCE OBLIGOR IN CONNECTION
                        WITH THE DEFEASANCE ARE ENFORCEABLE AGAINST THEM IN
                        ACCORDANCE WITH THEIR TERMS, AND (II) THE TRUSTEE WILL
                        HAVE A PERFECTED, FIRST PRIORITY SECURITY INTEREST IN
                        THE DEFEASANCE COLLATERAL DESCRIBED ABOVE.

                  J.    THE AGREEMENTS EXECUTED IN CONNECTION WITH THE
                        DEFEASANCE (I) PERMIT REINVESTMENT OF PROCEEDS OF THE
                        DEFEASANCE COLLATERAL ONLY IN PERMITTED INVESTMENTS (AS
                        DEFINED IN THE S&P CRITERIA), (II) PERMIT RELEASE OF
                        SURPLUS DEFEASANCE COLLATERAL AND EARNINGS ON
                        REINVESTMENT TO THE DEFEASANCE OBLIGOR OR THE MORTGAGOR
                        ONLY AFTER THE MORTGAGE LOAN HAS BEEN PAID IN FULL, IF
                        ANY SUCH RELEASE IS PERMITTED, (III) PROHIBIT ANY
                        SUBORDINATE LIENS AGAINST THE DEFEASANCE COLLATERAL, AND
                        (IV) PROVIDE FOR PAYMENT FROM SOURCES OTHER THAN THE
                        DEFEASANCE COLLATERAL OR OTHER ASSETS OF THE DEFEASANCE
                        OBLIGOR OF ALL FEES AND EXPENSES OF THE SECURITIES
                        INTERMEDIARY FOR ADMINISTERING THE DEFEASANCE AND THE
                        SECURITIES ACCOUNT AND ALL FEES AND EXPENSES OF
                        MAINTAINING THE EXISTENCE OF THE DEFEASANCE OBLIGOR.

                  K.    THE ENTIRE PRINCIPAL BALANCE OF THE MORTGAGE LOAN AS OF
                        THE DATE OF DEFEASANCE WAS $___________ [$20,000,000 OR
                        LESS OR LESS THAN FIVE PERCENT OF POOL BALANCE,
                        WHICHEVER IS LESS] WHICH IS LESS THAN 5% OF THE
                        AGGREGATE CERTIFICATE BALANCE OF THE CERTIFICATES AS OF
                        THE DATE OF THE MOST RECENT PAYING AGENT'S MONTHLY
                        CERTIFICATEHOLDER REPORT RECEIVED BY US (THE "CURRENT
                        REPORT").

                  L.    THE DEFEASANCE DESCRIBED HEREIN, TOGETHER WITH ALL PRIOR
                        AND SIMULTANEOUS DEFEASANCES OF MORTGAGE LOANS, BRINGS
                        THE TOTAL OF ALL FULLY AND PARTIALLY DEFEASED MORTGAGE
                        LOANS TO $__________________, WHICH IS _____% OF THE
                        AGGREGATE CERTIFICATE BALANCE OF THE CERTIFICATES AS OF
                        THE DATE OF THE CURRENT REPORT.

            3.    CERTIFY THAT, IN ADDITION TO THE FOREGOING, SERVICER HAS
                  IMPOSED SUCH ADDITIONAL CONDITIONS TO THE DEFEASANCE, SUBJECT
                  TO THE LIMITATIONS IMPOSED BY THE MORTGAGE LOAN DOCUMENTS, AS
                  ARE CONSISTENT WITH THE SERVICING STANDARD.

            4.    CERTIFY THAT EXHIBIT B HERETO IS A LIST OF THE MATERIAL
                  AGREEMENTS, INSTRUMENTS, ORGANIZATIONAL DOCUMENTS FOR THE
                  DEFEASANCE OBLIGOR, AND OPINIONS OF COUNSEL AND INDEPENDENT
                  ACCOUNTANTS EXECUTED AND DELIVERED IN CONNECTION WITH THE
                  DEFEASANCE DESCRIBED ABOVE AND THAT ORIGINALS OR COPIES OF
                  SUCH AGREEMENTS, INSTRUMENTS AND OPINIONS HAVE BEEN
                  TRANSMITTED TO THE TRUSTEE FOR PLACEMENT IN THE RELATED
                  MORTGAGE FILE OR, TO THE EXTENT NOT REQUIRED TO BE PART OF THE
                  RELATED MORTGAGE FILE, ARE IN THE POSSESSION OF THE SERVICER
                  AS PART OF THE SERVICER'S MORTGAGE FILE.

            5.    CERTIFY AND CONFIRM THAT THE DETERMINATIONS AND CERTIFICATIONS
                  DESCRIBED ABOVE WERE RENDERED IN ACCORDANCE WITH THE SERVICING
                  STANDARD SET FORTH IN, AND THE OTHER APPLICABLE TERMS AND
                  CONDITIONS OF, THE POOLING AND SERVICING AGREEMENT.

            6.    CERTIFY THAT THE INDIVIDUAL UNDER WHOSE HAND THE SERVICER HAS
                  CAUSED THIS NOTICE AND CERTIFICATION TO BE EXECUTED DID
                  CONSTITUTE A SERVICING OFFICER AS OF THE DATE OF THE
                  DEFEASANCE DESCRIBED ABOVE.

            7.    AGREE TO PROVIDE COPIES OF ALL ITEMS LISTED IN EXHIBIT B TO
                  YOU UPON REQUEST.


            IN WITNESS WHEREOF, the Servicer has caused this Notice and
Certification to be executed as of the date captioned above.



                                       SERVICER:  ____________________________



                                       By:____________________________________
                                          Name:
                                          Title:



<PAGE>



                                 EXHIBIT AA

                        FORM OF CERTIFICATION TO BE
                           PROVIDED TO DEPOSITOR

     Re:  Morgan   Stanley  Dean  Witter  Capital  I  Trust  2002-IQ3  (the
          "Trust"),  Commercial Mortgage Pass-Through Certificates,  Series
          2002-IQ3

I, [identify the certifying individual],  a[n] [title] of [identify name of
company] on behalf of [identify name of company],  as [Paying Agent/General
Master Servicer]  certify to [identify the individual  signing the Sarbanes
Oxley  Certification],  Morgan  Stanley  Dean  Witter  Capital I Inc.  (the
"Depositor")  and  its  partners,  representatives,   affiliates,  members,
managers, directors, officers, employees and agents, to the extent that the
following  information  is within our normal area of  responsibilities  and
duties under the pooling and  servicing  agreement,  and with the knowledge
and intent  that they will rely upon this  certification,  that:

     1.   [To be certified by the Paying Agent] [I have reviewed the annual
          report on Form 10-K for the fiscal year [___], and all reports on
          Form 8-K containing distribution date reports filed in respect of
          periods  included in the year covered by that annual  report,  of
          the Trust;]

     2.   [To  be  certified  by the  Paying  Agent]  [To  the  best  of my
          knowledge,  the  information  in  these  reports,  to the  extent
          prepared by the [Paying Agent] (but not including any information
          provided to the [Paying  Agent] by any master  servicer,  special
          servicer or primary servicer,  other than to the extent that such
          information   has  been  aggregated  or  manipulated  by  [Paying
          Agent]),  taken as a whole, does not contain any untrue statement
          of a material fact or omit to state a material fact  necessary to
          make the  statements  made, in light of the  circumstances  under
          which such  statements  were made,  not misleading as of the last
          day of the  period  covered  by that  annual  report;]

     3.   [To  be  certified  by the  Paying  Agent]  [To  the  best  of my
          knowledge, the servicing information provided to the paying agent
          by the  master  servicers  and the  special  servicers  under the
          pooling and servicing agreement is included in these reports;]

     4.   [To  be  certified  by  the  General   Master   Servicer]  [I  am
          responsible  for  reviewing  the  activities  performed  by  GMAC
          Commercial Mortgage Corporation, as general master servicer under
          the  pooling  and  servicing  agreement  and based  upon a review
          performed  as  required  under  Section  8.12 of the  pooling and
          servicing  agreement  with  respect to GMAC  Commercial  Mortgage
          Corporation  and a certificate  in the form attached as Exhibit A
          hereto from each of NCB, FSB, National Consumer Cooperative Bank,
          Principal  Global  Investors,  LLC, Summit  Investment  Partners,
          Inc.,  Prudential  Asset  Resources,  Inc.  and  Nationwide  Life
          Insurance   Company,   with  respect  to  such  entities   (which
          certificate,  to our actual  knowledge,  contains  no  inaccurate
          information),  and except as  disclosed  in the annual  report on
          Form 10-K for the fiscal  year  [___],  or in any reports on Form
          8-K  containing  distribution  date  reports  filed in respect of
          periods included in the year covered by that annual report,  GMAC
          Commercial Mortgage Corporation,, as general master servicer, has
          fulfilled  its  material   obligations   under  the  pooling  and
          servicing  agreement,  including  the  provision  of all  reports
          required to be  submitted  to the  trustee  and the paying  agent
          thereunder;  and]

     5.   [To  be  certified  by  the  General  Master  Servicer]  [I  have
          disclosed to GMAC  Commercial  Mortgage  Corporation's  certified
          public accountants all significant  deficiencies  relating to the
          compliance  of GMAC  Commercial  Mortgage  Corporation  with  the
          minimum servicing standards in accordance with a review conducted
          in compliance  with the Uniform  Single  Attestation  Program for
          Mortgage  Bankers or similar standard as set forth in the pooling
          and servicing agreement.]


Date: _________________________

[NAME OF COMPANY]

_______________________________
[Signature]
[Title]

<PAGE>


                          EXHIBIT A to EXHIBIT AA

                        FORM OF CERTIFICATION TO BE
                  PROVIDED TO THE GENERAL MASTER SERVICER

     Re:  Morgan   Stanley  Dean  Witter  Capital  I  Trust  2002-IQ3  (the
          "Trust"),  Commercial Mortgage Pass-Through Certificates,  Series
          2002-IQ3

I, [identify the certifying individual],  a[n] [title] of [identify name of
company],   on  behalf  of   [identify   name  of   company]   as  [Primary
Servicer/Special  Servicer/NCB  Master  Servicer]  certify to [identify the
individual  signing Exhibit A], GMAC Commercial  Mortgage  Corporation (the
"General  Master  Servicer"),  Morgan  Stanley  Dean Witter  Capital I Inc.
("Depositor") and their respective partners,  representatives,  affiliates,
members, managers,  directors,  officers, employees and agents and with the
knowledge and intent that they will rely upon this certification:

     1.   [To be certified by each Primary Servicer,  each Special Servicer
          and NCB, FSB] [I am  responsible  for  reviewing  the  activities
          performed by [insert name of NCB,  FSB,  the  applicable  Primary
          Servicer or the applicable  Special  Servicer]  under the pooling
          and servicing  agreement  [and/or the related  primary  servicing
          agreement] and based upon the review  performed as required under
          Section [8.12][9.18] of the pooling and servicing agreement,  and
          except as  disclosed  on Schedule 1 hereto,  [insert name of NCB,
          FSB, the applicable  Primary  Servicer or the applicable  Special
          Servicer],   to  my   knowledge,   has   fulfilled  its  material
          obligations under the pooling and servicing agreement [and/or the
          related primary servicing agreement],  including the provision of
          all reports required to be submitted by [insert name of NCB, FSB,
          the  applicable   Primary  Servicer  or  the  applicable  Special
          Servicer]  to the general  master  servicer,  the trustee and the
          paying agent thereunder;  and

     2.   [To be certified by each Primary Servicer,  each Special Servicer
          and NCB, FSB] [I have  disclosed to [insert name of NCB, FSB, the
          applicable Primary Servicer or the applicable Special Servicer]'s
          certified  public   accountants  and  GMAC  Commercial   Mortgage
          Corporation's   certified  public   accountants  all  significant
          deficiencies  relating to the  compliance of [insert name of NCB,
          FSB, the applicable  Primary  Servicer or the applicable  Special
          Servicer] with the minimum servicing standards in accordance with
          a  review   conducted  in  compliance  with  the  Uniform  Single
          Attestation  Program for Mortgage  Bankers or similar standard as
          set forth in the pooling and servicing agreement].


Date: _________________________

[NAME OF COMPANY]

_______________________________
[Signature]
[Title]



<PAGE>

                                   SCHEDULE I

                              MSDWMC LOAN SCHEDULE
<TABLE>
<CAPTION>

LOAN      MORTGAGE LOAN  LOAN      PROPERTY                                                     ZIP    PROPERTY    PROPERTY
POOL NO.  SELLER         NUMBER    NAME                                  CITY           STATE   CODE   TYPE        SUB-TYPE
---------------------------------------------------------------------------------------------------------------------------
<S>      <C>           <C>        <C>                                 <C>             <C>     <C>    <C>        <C>
1         MSDWMC         02-11797  77 P Street Office                    Washington      DC     20001  Office      Urban
2         MSDWMC         00-0000   One Seaport Plaza                     New York City   NY     10038  Office      Urban
4         MSDWMC         02-11615  Tulsa Distribution Center             Tulsa           OK     74108  Industrial  Warehouse
5         MSDWMC         01-10485  Northwestern Corporate Center         Southfield      MI     48034  Office      Suburban
36        MSDWMC         01-09319  Winton Place Shopping Center          Rochester       NY     14623  Retail      Unanchored
57        MSDWMC         01-08371  324 Clark Street Industrial Building  Worcester       MA     01606  Industrial  Light Industrial

<CAPTION>

ORIGINAL        CUT-OFF DATE   MASTER    MASTER SERVICING     PRIMARY     SUB-SERVICING   PRIMARY EXCESS
BALANCE         BALANCE        FEE       EXCESS FEE           FEE         FEE             SERVICING
-------------------------------------------------------------------------------------------------------
<C>           <C>            <C>          <C>            <C>           <C>               <C>
$67,000,000    $67,000,000     2            3              0             0                0
$65,000,000    $64,754,839     2            3              0             0                0
$30,000,000    $29,905,326     2            3              0             0                0
$29,000,000    $28,858,727     2            3              0             0                0
 $6,200,000     $6,133,050     2            3              0             0                0
 $3,600,000     $3,547,611     2            3              0             0                0

</TABLE>
<PAGE>


                                   SCHEDULE II

                                UCL LOAN SCHEDULE

<TABLE>
<CAPTION>


LOAN      MORTGAGE LOAN  LOAN      PROPERTY                                                             ZIP   PROPERTY    PROPERTY
POOL NO.  SELLER         NUMBER    NAME                                 CITY               STATE       CODE   TYPE        SUB-TYPE
------------------------------------------------------------------------------------------------------------------------------------
<C>     <C>            <C>       <S>                                 <C>                 <C>    <C>   <C>         <C>
47       Union Central  235534     Southern Square Shopping Center     Sioux City           IA   51106  Retail      Anchored
59       Union Central  201165     Fashion Pointe Offices              South Ogden          UT   84403  Office      Suburban
63       Union Central  202128     Homewood Plaza                      Homewood             AL   35209  Office      Urban
64       Union Central  202130     Doctors Park Medical Center         Bend                 OR   97701  Office      Medical
68       Union Central  202137     Saticoy Industrial Center           North Hollywood      CA   91605  Industrial  Flex Industrial
69       Union Central  202138     Coldwater Industrial Center         North Hollywood      CA   91605  Industrial  Flex Industrial
71       Union Central  202102     Assured Self Storage                Altamonte Spring     FL   32714  Industrial  Warehouse
72       Union Central  235590     San Juan North Shopping Center      Farmington           NM   87401  Retail      Anchored
73       Union Central  200120     Oak Tree Plaza/Tustin Retail Center Tustin               CA   92780  Retail      Unanchored
75       Union Central  201161     South Bay Business Park             Chula Vista          CA   91911  Industrial  Flex Industrial
76       Union Central  990124     Courtyard at Jamestown I            Provo                UT   84604  Retail      Unanchored
77       Union Central  990150     Courtyard At Jamestown II           Provo                UT   84604  Retail      Unanchored
78       Union Central  201108     Park South Apartments               Lubbock              TX   79414  Multifamily Garden
79       Union Central  201151     West McDowell Walgreens             Phoenix              AZ   85035  Retail      Free Standing
80       Union Central  200137     Anaheim Hills Village Center        Anaheim              CA   92807  Retail      Unanchored
81       Union Central  980188     Ocean View Apartments & Meadow Pond Hampton              NH   03842  Multifamily Garden
82       Union Central  980189     Concord Park North Apartments       Concord              NH   03303  Multifamily Garden
83       Union Central  980190     Franklin Court Apartments           North Adams          MA   01247  Multifamily Garden
88       Union Central  201110     El Mercado Plaza                    Santa Barbara        CA   93110  Office      Suburban
89       Union Central  202123     7100 Pines Plaza                    Pembroke Pines       FL   33024  Retail      Unanchored
90       Union Central  200108     Plaza del Oro                       Santa Barbara        CA   93105  Office      Suburban
93       Union Central  970206     Allegiance Center II                Albuquerque          NM   87109  Office      Suburban
95       Union Central  990212     Catalina Staples                    Yuma                 AZ   85364  Retail      Anchored
96       Union Central  990155A    129 West Hibiscus Boulevard         Melbourne            FL   32901  Office      Suburban
97       Union Central  990155B    13 East Melbourne Avenue            Melbourne            FL   32901  Office      Suburban
98       Union Central  990155C    Babcock Square                      Melbourne            FL   32901  Office      Suburban
99       Union Central  960127     Barnes & Noble Superstore           Anchorage            AK   99503  Retail      Free Standing
100      Union Central  980149     Oak Park Plaza                      Oak Park             MI   48237  Retail      Anchored
101      Union Central  202114     Orlando Eckerd                      Orlando              FL   32825  Retail      Free Standing
102      Union Central  980220     Centre Plaza                        Clinton              TN   37716  Retail      Anchored
104      Union Central  990174     Mesa Verde Office Park              Ventura              CA   93003  Office      Urban
105      Union Central  202142     Town Center Lakeside                Sugar Land           TX   77479  Retail      Unanchored
109      Union Central  980236     Ortega's On The Plaza               Santa Fe             NM   87501  Retail      Unanchored
110      Union Central  970224     3720-3768 Hawkins Industrial        Albuquerque          NM   87199  Industrial  Warehouse
113      Union Central  980239     Loggerhead Plaza                    Juno Beach           FL   33408  Retail      Unanchored
114      Union Central  980159     Wilshire Tower                      Los Angeles          CA   90036  Office      Urban
116      Union Central  990133A    Cooper Apartments                   Ames                 IA   50010  Multifamily Garden
117      Union Central  990133B    819 Lincoln Way                     Ames                 IA   50010  Mixed Use   Mixed Use
118      Union Central  990218     Glades Tower II                     Boca Raton           FL   33431  Office      Medical
119      Union Central  201130     7240 Building (Bldg E)              Edina                MN   55439  Office      Suburban
120      Union Central  201131     Minnehaven Square                   Minnetonka           MN   55345  Retail      Unanchored
121      Union Central  940101     Silvercreek Apartments              Austin               TX   78704  Multifamily Garden
122      Union Central  970223     3800-3888 Hawkins Industrial        Albuquerque          NM   87199  Industrial  Warehouse
124      Union Central  200136     Monk Properties                     Chanhassen           MN   55317  Industrial  Warehouse
126      Union Central  235585     Jefferson West Apartments           Boise                ID   83702  Multifamily Garden
127      Union Central  235589     Willow Apartments                   Boise                ID   83706  Multifamily Garden
128      Union Central  201163A    225 North Cotner Boulevard          Lincoln              NE   68505  Office      Suburban
129      Union Central  201163B    3910 South Street                   Lincoln              NE   68506  Office      Suburban
131      Union Central  202115     Wilsonville Industrial              Wilsonville          OR   97070  Industrial  Flex Industrial
132      Union Central  201154     Vermont Hills Shopping Center       Portland             OR   97219  Retail      Unanchored
134      Union Central  200125     Cummins Intermountain               North Las Vegas      NV   89030  Industrial  Warehouse
136      Union Central  200117     Ponderosa Shopping Center           Idaho Falls          ID   83404  Retail      Unanchored
137      Union Central  990101     Health Alliance of Greater CincinnatKenwood              OH   45236  Office      Medical
138      Union Central  980223     Richmond Kroger Supermarket         Richmond             IN   47374  Retail      Free Standing
139      Union Central  980108     Butterfield Plaza                   El Paso              TX   79906  Industrial  Warehouse
140      Union Central  201126     136 East Retail                     Draper               UT   84020  Retail      Free Standing
141      Union Central  990139     Spain Apartments                    Albuquerque          NM   87111  Multifamily Garden
142      Union Central  980206     Baseline Industrial Center          Tempe                AZ   85283  Industrial  Warehouse
143      Union Central  235529     Village Square Plaza                Waverly              IA   50677  Retail      Anchored
144      Union Central  990105     Regal Center                        Spokane              WA   99223  Retail      Unanchored
145      Union Central  201143     19th Avenue Medical Center          Phoenix              AZ   85015  Office      Medical
146      Union Central  990149     Pearl Street Retail                 Boulder              CO   80231  Retail      Unanchored
148      Union Central  970216     Sohner Medical Plaza                Larkspur             CA   94939  Office      Medical
149      Union Central  200128     Highland Avenue Office              Birmingham           AL   35205  Office      Suburban
150      Union Central  980106A    Pier 1 Imports                      Albuquerque          NM   87114  Retail      Free Standing
151      Union Central  980106B    Outback Steakhouse                  Albuquerque          NM   87114  Retail      Free Standing
152      Union Central  950150     Office Max                          Greensburg           PA   15601  Retail      Free Standing
153      Union Central  201173     San Gabriel Medical Plaza           Albuquerque          NM   87111  Office      Medical
154      Union Central  990166     Island Lake Business Center         Longwood             FL   32750  Office      Suburban
155      Union Central  970220     1530 Goodyear Industrial            El Paso              TX   79961  Industrial  Light Industrial
156      Union Central  970225     3715 Hawkins Industrial             Albuquerque          NM   87109  Industrial  Warehouse
157      Union Central  980160     78th Street Marketplace             Vancouver            WA   98665  Retail      Anchored
158      Union Central  980237     Chanhassen Business Center          Chanhassen           MN   55317  Industrial  Light Industrial
159      Union Central  235547     Plaza 130                           Parma                OH   44130  Mixed Use   Mixed Use
160      Union Central  201146     Homestead House                     Ft. Collins          CO   80525  Retail      Free Standing
161      Union Central  970226     5821 Midway Industrial              Albuquerque          NM   87109  Industrial  Warehouse
162      Union Central  970214A    Kahan Industrial Building - Austin  Troy                 MI   48083  Industrial  Flex Industrial
163      Union Central  970214B    Kahan Industrial - Larchwood        Troy                 MI   48083  Industrial  Flex Industrial
164      Union Central  970214C    Kahan Industrial Building - Ajax    Madison Heights      MI   48071  Industrial  Flex Industrial
166      Union Central  201159     Red Cross Building                  Atlanta              GA   30324  Industrial  Light Industrial
167      Union Central  980203A    Sandlewood Village Apartments       Lubbock              TX   79423  Multifamily Garden
168      Union Central  980203B    Shadow Ridge Apartments             Lubbock              TX   79410  Multifamily Garden
169      Union Central  980203C    Village Square Apartments           Lubbock              TX   79419  Multifamily Garden
170      Union Central  201166     Key Bank                            Park City            UT   84060  Retail      Free Standing
171      Union Central  970222     11501 Rojas Industrial              El Paso              TX   79936  Industrial  Warehouse
172      Union Central  970210     St. Vincent Medical Building        Brazil               IN   47834  Office      Medical
173      Union Central  990128     Nicoli Buildings                    Tualatin             OR   97062  Industrial  Light Industrial
175      Union Central  202112     Manufacturing Street Industrial     Dallas               TX   75207  Industrial  Light Industrial
176      Union Central  980105     Baseline Medical                    St. Clair Shore      MI   48080  Office      Medical
177      Union Central  235629     Western Business                    Beaverton            OR   97005  Office      Suburban
178      Union Central  201147     Park Village Apartments             Owatonna             MN   55060  Multifamily Garden
180      Union Central  200112     East Valley Commerce Park           El Paso              TX   79907  Industrial  Light Industrial
181      Union Central  202105     Torrance Industrial                 Torrance             CA   90505  Industrial  Light Industrial
182      Union Central  200127     Englewood Tractor Supply            Englewood            OH   45315  Retail      Free Standing
183      Union Central  980151     Sevilla Building                    Santa Barbara        CA   93101  Retail      Unanchored
184      Union Central  990126     San Diego Office Depot              San Diego            CA   92121  Retail      Free Standing
185      Union Central  235482     Towers Airport Park                 Chili                NY   14624  Office      Suburban
186      Union Central  980139     Westway Plaza                       Westland             MI   48185  Retail      Unanchored
187      Union Central  980192     Maysville Tractor Supply Co.        Maysville            KY   41056  Retail      Free Standing
188      Union Central  201160     The Atlantel Building               Atlanta              GA   30324  Industrial  Flex Industrial
190      Union Central  960133     Berry, Dunn, McNeil & Parker        Bangor               ME   04401  Office      Urban
191      Union Central  980135     Chick's Harley-Davidson             Albuquerque          NM   87113  Industrial  Light Industrial
192      Union Central  235636     Tower Point Apartments              San Antonio          TX   78229  Multifamily Garden
193      Union Central  990107     Cricket Tree Plaza                  Indianapolis         IN   46260  Retail      Unanchored
194      Union Central  202101     Glenoaks Center                     Burbank              CA   91504  Office      Suburban
197      Union Central  235701     Mercy Care Medical                  Rochester Hills      MI   48307  Office      Medical
200      Union Central  980227     Mesquite Office Depot               Mesquite             TX   75150  Retail      Free Standing
201      Union Central  200103     Mallory Court Bldg                  Chanhassen           MN   55317  Industrial  Light Industrial
202      Union Central  980173     Hollister Business Park             Hollister            CA   95023  Industrial  Flex Industrial
204      Union Central  980161     Eckerd Drug Store                   Kannapolis           NC   28081  Retail      Free Standing
205      Union Central  980211     Caribou Corner                      New Hope             MN   55427  Retail      Unanchored
206      Union Central  201125     Great Lakes Coating                 Troy                 MI   48083  Industrial  Light Industrial
207      Union Central  990165     Quebec Business Center              Dallas               TX   75247  Industrial  Flex Industrial
208      Union Central  201169     8024 Stage Hills Warehouse          Bartlett             TN   38133  Industrial  Flex Industrial
209      Union Central  235523     Shannon South Apartments            Boise                ID   83705  Multifamily Garden
211      Union Central  200116     Arcus Data Building                 Charlotte            NC   28269  Office      Suburban
212      Union Central  980150     Andalucia Building                  Santa Barbara        CA   93101  Retail      Unanchored
213      Union Central  990130     Hope Mills Eckerd                   Hope Mills           NC   28348  Retail      Free Standing
214      Union Central  201124     East Anderson Office                Austin               TX   78752  Office      Suburban
215      Union Central  201121     Stage Post Warehouse                Bartlett             TN   38133  Industrial  Flex Industrial
216      Union Central  980166     La Cumbre Medical                   Santa Barbara        CA   93110  Office      Medical
217      Union Central  201107     Windy Ridge Apartments              Lubbock              TX   79414  Multifamily Garden
218      Union Central  960168     State Street Apartments             Ithaca               NY   14850  Multifamily Garden
220      Union Central  990157     Huntington Building                 Edina                MN   55435  Office      Suburban
222      Union Central  980195     Columbia CVS/Revco Drugstore        Columbia             SC   29204  Retail      Free Standing
223      Union Central  235596     GLI Distributing                    San Antonio          TX   78207  Industrial  Warehouse
224      Union Central  970221     1520 Goodyear Drive                 El Paso              TX   79936  Industrial  Light Industrial
225      Union Central  980191     Mercy Health Building               Bethel               OH   45106  Office      Medical
226      Union Central  990142     Del Norte Terraces                  Poway                CA   92064  Office      Medical
227      Union Central  201152     Trade Road Center                   Richmond             VA   23236  Industrial  Flex Industrial
228      Union Central  235633     Phillippi Plaza Apartments          Boise                ID   83705  Multifamily Garden
229      Union Central  980102     5701-5705 South Sepulveda Boulevard Culver City          CA   90230  Retail      Unanchored
231      Union Central  980110     Emerson Office Building             Chester              VA   23836  Office      Suburban
232      Union Central  990113     Triangle Eckerd                     Triangle             NC   28037  Retail      Free Standing
233      Union Central  960147     Hollywood Video Store               Louisville           KY   40201  Retail      Free Standing
234      Union Central  202120     Ohio Street Warehouse               Tucson               AZ   85728  Industrial  Warehouse
235      Union Central  990209     Goodyear Tire Store                 Garner               NC   27529  Retail      Free Standing
237      Union Central  201135     Tatum Ranch Walgreens               Phoenix              AZ   85331  Retail      Free Standing
238      Union Central  990146     Forton Court Office                 Clinton Township     MI   48035  Industrial  Flex Industrial
239      Union Central  980114     Crystal Lake Plaza                  Stuart               FL   34997  Retail      Unanchored


<CAPTION>

                             ORIGINAL         CUT-OFF      MASTER     MASTER SERVICING   PRIMARY      SUB-SERVICING  PRIMARY EXCESS
                             BALANCE          BALANCE      FEE          EXCESS FEE        FEE            FEE            SERVICING
-----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>              <C>            <C>             <C>            <C>             <C>               <C>
                            $5,875,000       $4,173,099     2               1              1               8                 19
                            $3,600,000       $3,471,356     2               1              1              10                 19
                            $3,400,000       $3,381,282     2               1              1             12.5                19
                            $3,350,000       $3,337,456     2               1              1             12.5                19
                            $1,900,000       $1,888,106     2               1              1             12.5                19
                            $1,100,000       $1,087,077     2               1              1             12.5                19
                            $3,000,000       $2,954,353     2               1              1             12.5                19
                            $4,925,000       $2,888,722     2               1              1               8                 19
                            $3,000,000       $2,865,836     2               1              1             12.5                19
                            $2,800,000       $2,693,866     2               1              1             12.5                19
                            $1,655,000       $1,519,653     2               1              1              10                 19
                            $1,275,000       $1,170,730     2               1              1              10                 19
                            $2,735,000       $2,639,627     2               1              1             12.5                19
                            $2,710,000       $2,631,086     2               1              1             12.5                19
                            $2,730,000       $2,623,071     2               1              1             12.5                19
                            $1,050,000         $940,117     2               1              1             12.5                19
                              $725,000         $649,129     2               1              1             12.5                19
                            $1,100,000         $984,884     2               1              1             12.5                19
                            $2,500,000       $2,410,259     2               1              1             12.5                19
                            $2,400,000       $2,387,232     2               1              1              25                 19
                            $2,500,000       $2,373,944     2               1              1             12.5                19
                            $3,300,000       $2,321,774     2               1              1             12.5                19
                            $2,425,000       $2,269,852     2               1              1             12.5                19
                              $802,795         $692,025     2               1              1               8                 19
                            $1,284,471       $1,107,239     2               1              1               8                 19
                              $497,734         $429,056     2               1              1               8                 19
                            $2,600,000       $2,225,739     2               1              1             12.5                19
                            $2,000,000       $2,185,116     2               1              1             12.5                19
                            $2,200,000       $2,175,786     2               1              1             12.5                19
                            $2,497,500       $2,150,305     2               1              1               8                 19
                            $2,300,000       $2,124,059     2               1              1             12.5                19
                            $2,125,000       $2,116,867     2               1              1             12.5                19
                            $2,275,000       $2,062,261     2               1              1             12.5                19
                            $2,500,000       $1,997,023     2               1              1             12.5                19
                            $2,175,000       $1,976,780     2               1              1              20                 19
                            $2,400,000       $1,949,909     2               1              1             12.5                19
                            $1,805,038       $1,653,239     2               1              1             12.5                19
                              $294,962         $270,156     2               1              1             12.5                19
                            $2,000,000       $1,878,545     2               1              1             12.5                19
                              $500,000         $485,291     2               1              1             12.5                19
                            $1,425,000       $1,385,829     2               1              1             12.5                19
                            $2,350,000       $1,815,981     2               1              1               8                 19
                            $2,250,000       $1,797,321     2               1              1             12.5                19
                            $1,825,000       $1,757,635     2               1              1             12.5                19
                            $1,030,000         $784,771     2               1              1              10                 19
                            $1,250,000         $952,381     2               1              1              10                 19
                            $1,131,429       $1,088,095     2               1              1             12.5                19
                              $668,571         $642,965     2               1              1             12.5                19
                            $1,750,000       $1,717,177     2               1              1             12.5                19
                            $1,750,000       $1,677,169     2               1              1             12.5                19
                            $1,700,000       $1,627,856     2               1              1              10                 19
                            $1,700,000       $1,624,842     2               1              1              10                 19
                            $1,900,000       $1,618,101     2               1              1             12.5                19
                            $1,850,000       $1,589,893     2               1              1             12.5                19
                            $1,800,000       $1,587,422     2               1              1             12.5                19
                            $1,650,000       $1,585,443     2               1              1              10                 19
                            $1,800,000       $1,542,362     2               1              1             12.5                19
                            $1,850,000       $1,540,674     2               1              1             12.5                19
                            $2,075,000       $1,520,684     2               1              1               8                 19
                            $1,675,000       $1,518,331     2               1              1             12.5                19
                            $1,550,000       $1,508,631     2               1              1             12.5                19
                            $1,750,000       $1,501,707     2               1              1             12.5                19
                            $2,000,000       $1,488,341     2               1              1             12.5                19
                            $1,600,000       $1,486,564     2               1              1             12.5                19
                            $1,042,084         $766,284     2               1              1             12.5                19
                              $957,916         $704,392     2               1              1             12.5                19
                            $1,800,000       $1,464,762     2               1              1               8                 19
                            $1,470,000       $1,441,871     2               1              1             12.5                19
                            $1,650,000       $1,428,317     2               1              1             18.75               19
                            $1,050,000         $838,750     2               1              1             12.5                19
                              $660,000         $527,214     2               1              1             12.5                19
                            $1,700,000       $1,361,308     2               1              1             12.5                19
                            $1,500,000       $1,359,700     2               1              1             12.5                19
                            $1,800,000       $1,357,373     2               1              1             12.5                19
                            $1,400,000       $1,345,019     2               1              1             12.5                19
                            $1,650,000       $1,318,036     2               1              1             12.5                19
                              $562,790         $447,749     2               1              1             12.5                19
                              $645,930         $513,894     2               1              1             12.5                19
                              $441,279         $351,076     2               1              1             12.5                19
                            $1,350,000       $1,288,793     2               1              1             12.5                19
                              $347,237         $311,766     2               1              1               8                 19
                              $770,023         $691,363     2               1              1               8                 19
                              $307,739         $276,303     2               1              1               8                 19
                            $1,300,000       $1,275,851     2               1              1              10                 19
                            $1,575,000       $1,258,125     2               1              1             12.5                19
                            $1,537,500       $1,253,223     2               1              1             12.5                19
                            $1,100,000       $1,250,225     2               1              1             12.5                19
                            $1,250,000       $1,235,924     2               1              1             12.5                19
                            $1,550,000       $1,234,785     2               1              1             12.5                19
                            $1,575,000       $1,231,664     2               1              1               8                 19
                            $1,230,000       $1,200,454     2               1              1             12.5                19
                            $1,250,000       $1,192,978     2               1              1             12.5                19
                            $1,200,000       $1,184,337     2               1              1             12.5                19
                            $1,215,000       $1,165,016     2               1              1             12.5                19
                            $1,400,000       $1,146,957     2               1              1             12.5                19
                            $1,350,000       $1,146,070     2               1              1             12.5                19
                            $2,500,000       $1,134,524     2               1              1               8                 19
                            $1,400,000       $1,133,143     2               1              1             12.5                19
                            $1,235,000       $1,116,489     2               1              1             12.5                19
                            $1,150,000       $1,106,137     2               1              1             12.5                19
                            $1,500,000       $1,084,473     2               1              1             12.5                19
                            $1,145,000       $1,074,792     2               1              1             12.5                19
                            $1,300,000       $1,074,171     2               1              1               8                 19
                            $1,450,000       $1,040,027     2               1              1             12.5                19
                            $1,050,000       $1,035,134     2               1              1             12.5                19
                            $1,707,438         $999,838     2               1              1               8                 19
                            $1,200,000         $990,398     2               1              1               8                 19
                            $1,025,000         $973,990     2               1              1             12.5                19
                            $1,100,000         $968,890     2               1              1             12.5                19
                            $1,050,000         $923,427     2               1              1             12.5                19
                            $1,100,000         $919,030     2               1              1             12.5                19
                              $950,000         $901,288     2               1              1             12.5                19
                              $960,000         $884,712     2               1              1               8                 19
                              $900,000         $867,839     2               1              1             12.5                19
                            $1,050,000         $865,346     2               1              1              10                 19
                              $875,000         $815,810     2               1              1             12.5                19
                            $1,000,000         $815,105     2               1              1             12.5                19
                              $950,000         $810,270     2               1              1             12.5                19
                              $850,000         $803,171     2               1              1             12.5                19
                              $850,000         $802,944     2               1              1             12.5                19
                              $975,000         $798,773     2               1              1             12.5                19
                              $825,000         $796,231     2               1              1             12.5                19
                            $1,050,000         $782,521     2               1              1               8                 19
                              $835,000         $768,859     2               1              1             12.5                19
                            $1,000,000         $765,958     2               1              1             12.5                19
                            $2,750,000         $733,574     2               1              1               8                 19
                              $875,000         $698,958     2               1              1             12.5                19
                              $830,000         $691,221     2               1              1             12.5                19
                              $750,000         $686,090     2               1              1             12.5                19
                              $700,000         $683,076     2               1              1             12.5                19
                            $1,250,000         $681,658     2               1              1              10                 19
                              $850,000         $679,869     2               1              1             12.5                19
                              $825,000         $664,260     2               1              1             12.5                19
                              $725,000         $650,531     2               1              1             12.5                19
                              $850,000         $623,363     2               1              1               8                 19
                              $630,000         $620,532     2               1              1             12.5                19
                              $635,000         $595,128     2               1              1             12.5                19
                              $550,000         $530,073     2               1              1             12.5                19
                              $600,000         $514,871     2               1              1             12.5                19
                              $575,000         $506,247     2               1              1               8                 19

TOTALS/WEIGHTED AVERAGES: $215,657,438     $186,684,405
</TABLE>

<PAGE>

                                  SCHEDULE III

                            PRUDENTIAL LOAN SCHEDULE

<TABLE>
<CAPTION>
LOAN      MORTGAGE LOAN  LOAN       PROPERTY                                                                  ZIP     PROPERTY
POOL NO.  SELLER         NUMBER     NAME                                          CITY               STATE    CODE    TYPE
-----------------------------------------------------------------------------------------------------------------------------------
<C>      <C>            <C>       <S>                                           <C>                  <C>     <C>    <C>
3         PMCC           6104705    The Richards Building                         Cambridge            MA     02139  Office
8         PMCC           6104699    Evergreen Plaza                               Staten Island        NY     10306  Retail
10        PMCC           6104685    Riverland Woods Apartments                    Charleston           SC     29412  Multifamily
11        PMCC           6104700    Village Greens Shopping Center                Staten Island        NY     10312  Retail
12        PMCC           6103806    Bethany Village Centre                        Portland             OR     97229  Retail
18        PMCC           6103995    Magnolia Ridge Apartments                     Metairie             LA     70002  Multifamily
21        PMCC           6104689    The Physicians Centre Medical Office Building Bryan                TX     77802  Office
25        PMCC           6104723    Highlands Business Park                       Warrensville Heights OH     44128  Industrial
34        PMCC           6104692    Villa San Marco Apartments                    Tallahassee          FL     32304  Multifamily
37        PMCC           6104650    Chicago & Kedzie Shopping Center              Chicago              IL     60651  Retail
38        PMCC           6104711    Encino Park Apartments                        San Angelo           TX     76904  Multifamily
41        PMCC           6104740    EZ Storage - Bowie                            Bowie                MD     20715  Self Storage
43        PMCC           6104729    Town Center Heights Apartments                Portland             OR     97266  Multifamily
45        PMCC           6104724    LA County Industrial Building                 Santa Fe Springs     CA     90670  Industrial
50        PMCC           6104703    Palo Alto Office Building                     Palo Alto            CA     94304  Office
61        PMCC           6104744    Emerald Pointe Apartments                     Tucson               AZ     85710  Multifamily
70        PMCC           6104666    Americana Shopping Center                     Mountain View        CA     94040  Retail
91        PMCC           6104742    Rainbow Professional Center II                Las Vegas            NV     89146  Office
106       PMCC           6104678    McMinnville Town Center                       McMinnville          OR     97128  Retail


<CAPTION>

PROPERTY                    ORIGINAL       CUT-OFF          MASTER     MASTER SERVICING   PRIMARY      SUB-SERVICING  PRIMARY EXCESS
SUB-TYPE                    BALANCE        BALANCE          FEE          EXCESS FEE        FEE            FEE            SERVICING
-----------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>            <C>                <C>              <C>           <C>              <C>             <C>
Urban                      $33,000,000    $32,944,519        2                5             1                0               5
Anchored                   $18,300,000    $18,281,747        2                5             1                0               5
Garden                     $17,250,000    $17,204,441        2                5             1                0               3
Anchored                   $15,200,000    $15,184,606        2                5             1                0               0
Anchored                   $13,140,000    $13,129,419        2                5             1                0               5
Garden                      $9,900,000     $9,890,768        2                5             1                0               0
Medical                     $8,775,000     $8,742,379        2                5             1                0               0
Flex Industrial             $8,300,000     $8,286,896        2                5             1                0               0
Garden                      $6,500,000     $6,488,431        2                5             1                0               0
Anchored                    $6,100,000     $6,087,215        2                5             1                0               0
Garden                      $5,800,000     $5,789,466        2                5             1                0               0
Self Storage                $5,350,000     $5,342,244        2                5             1                0               0
Garden                      $5,100,000     $5,094,942        2                5             1                0               5
Warehouse                   $5,044,550     $5,039,283        2                5             1                0               5
Urban                       $4,000,000     $3,975,259        2                5             1                0               0
Garden                      $3,400,000     $3,396,583        2                5             1                0               0
Anchored                    $3,140,000     $2,962,306        2                5             1                0               0
Suburban                    $2,355,000     $2,352,787        2                5             1                0               5
Shadow Anchored             $2,100,000     $2,097,509        2                5             1                0               0

TOTALS/WEIGHTED AVERAGES: $172,754,550   $172,290,800
</TABLE>



<PAGE>

                                   SCHEDULE IV

                             PRINCIPAL LOAN SCHEDULE

<TABLE>
<CAPTION>


LOAN      MORTGAGE LOAN   LOAN    PROPERTY                                                                     ZIP    PROPERTY
POOL NO.  SELLER          NUMBER  NAME                                              CITY              STATE    CODE   TYPE
------------------------------------------------------------------------------------------------------------------------------------
<C>       <C>           <C>         <S>                                              <C>               <C>     <C>     <C>
6         PCF            753158   125 Delawanna Avenue                              Clifton             NJ     07014  Industrial
7         PCF            752707   2731 San Tomas Expressway                         Santa Clara         CA     95050  Office
16        PCF            753223   16700 Aston Street and  1771 & 1791 Deere Aveune  Irvine              CA     92606  Industrial
19        PCF            753235   Terrace Oaks I And II                             Oakbrook Terrace    IL     60181  Office
20        PCF            753177   Wedge Office Building                             Santa Clara         CA     95054  Office
24        PCF            753245   14000, 14020 & 14030 183rd St                     La Palma            CA     90623  Industrial
33        PCF            753288   6650 Top Gun Street                               San Diego           CA     92121  Industrial
35        PCF            753252   20100 Alameda Street                              Rancho Dominguez    CA     90221  Industrial
39        PCF            753218   26 Whittier Street                                Framingham          MA     01701  Retail
40        PCF            753246   15500 Phoebe Avenue                               La Mirada           CA     90638  Industrial
58        PCF            753229   Highland Gardens Apartments                       Chamblee            GA     30341  Multifamily
62        PCF            753240   10118 W. 119th Street                             Overland Park       KS     66210  Retail
85        PCF            753263   4051 Douglas Boulevard                            Granite Bay         CA     95746  Retail
92        PCF            753257   1211 Artesia Boulevard                            Carson              CA     90746  Industrial
123       PCF            753272   14941 Northam Street                              La Mirada           CA     90638  Industrial
125       PCF            753258   623 Artesia Boulevard                             Carson              CA     90746  Industrial
195       PCF            753259   2945 East Maria Street                            Rancho Dominguez    CA     90221  Industrial
196       PCF            753261   14141 Arbor Place                                 Cerritos            CA     90703  Industrial
230       PCF            753260   1811-1821 Kaiser Avenue                           Irvine              CA     92614  Industrial

<CAPTION>

PROPERTY                   ORIGINAL       CUT-OFF DATE     MASTER    MASTER SERVICING     PRIMARY     SUB-SERVICING   PRIMARY EXCESS
SUB-TYPE                   BALANCE         BALANCE          FEE        EXCESS FEE         FEE         FEE             SERVICING
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>                <C>              <C>         <C>          <C>          <C>
Warehouse                  $20,000,000    $19,910,528        2                5             1          0               0
Suburban                   $19,550,000    $19,367,932        2                5             1          0               0
Flex Industrial            $10,000,000     $9,975,802        2                5             1          0               0
Suburban                    $9,100,000     $9,075,548        2                5             1          0               0
Suburban                    $9,000,000     $8,958,479        2                5             1          0               0
Warehouse                   $8,400,000     $8,375,779        2                5             1          0               0
Warehouse                   $6,500,000     $6,489,272        2                5             1          0               0
Light Industrial            $6,175,000     $6,175,000        2                5             1          0               0
Free Standing               $5,600,000     $5,585,567        2                5             1          0               0
Warehouse                   $5,500,000     $5,484,141        2                5             1          0               0
Garden                      $3,500,000     $3,491,033        2                5             1          0               0
Free Standing               $3,400,000     $3,389,678        2                5             1          0               0
Free Standing               $2,500,000     $2,490,372        2                5             1          0               0
Light Industrial            $2,350,000     $2,350,000        2                5             1          0               0
Warehouse                   $1,800,000     $1,796,414        2                5             1          0               0
Light Industrial            $1,750,000     $1,750,000        2                5             1          0               0
Light Industrial            $1,025,000     $1,025,000        2                5             1          0               0
Light Industrial            $1,025,000     $1,025,000        2                5             1          0               0
Light Industrial              $675,000       $675,000        2                5             1          0               0

TOTALS/WEIGHTED AVERAGES: $117,850,000   $117,390,546
</TABLE>

<PAGE>


                                   SCHEDULE V

                               NCCB LOAN SCHEDULE

<TABLE>
<CAPTION>

LOAN      MORTGAGE LOAN  LOAN        PROPERTY                                                                ZIP    PROPERTY
POOL NO.  SELLER         NUMBER      NAME                                         CITY               STATE   CODE   TYPE
-------------------------------------------------------------------------------------------------------------------------------
<C>      <C>           <C>          <S>                                         <C>                 <C>     <C>    <C>
17        NCB           479000570    Johnston Professional Building               Baltimore           MD     21218  Office
22        NCB           470022090    205/78 Owners Corp.                          New York            NY     10021  Cooperative
27        NCB           479000420    Hampton Inn - BWI Airport                    Linthicum           MD     21090  Hotel
51        NCB           470020580    325 W. 45th Street Owners Corp.              New York            NY     10036  Cooperative
54        NCB           470022320    1349 Tenants Corp.                           New York            NY     10128  Cooperative
56        NCB           470021320    301 East Tenants Corp.                       New York            NY     10021  Cooperative
66        NCB           470021510    38 Park Row Residence Corp.                  New York            NY     10038  Cooperative
86        NCB           470015630    Southridge Cooperative, Section 3, Inc.      Jackson Heights     NY     11372  Cooperative
147       NCB           470022350    139-94 Apartments Corp.                      New York            NY     10128  Cooperative
189       NCB           470022770    Nicolet Town Houses Cooperative Association  Detroit             MI     48207  Cooperative
203       NCB           470021850    8-10 Bethune/791 Greenwich St. Owners Corp.  New York            NY     10014  Cooperative
210       NCB           470021780    1040 Madison Inc.                            New York            NY     10021  Cooperative
221       NCB           470023180    East 37th Street Apartments Corp.            New York            NY     10016  Cooperative
236       NCB           470023150    100 Bank Street Owners Corp.                 New York            NY     10014  Cooperative
240       NCB           470022680    1869 Mintwood Cooperative, Inc.              Washington          DC     20009  Cooperative
241       NCB           470021080    271 West 70th Corp.                          New York            NY     10023  Cooperative
242       NCB           470021720    157 West 78th Street Corporation             New York            NY     10024  Cooperative
243       NCB           470021620    258 West 93 Owners Corp.                     New York            NY     10025  Cooperative
244       NCB           470022060    56 West 82nd Street Apartment Corp.          New York            NY     10024  Cooperative
245       NCB           470022540    55 Prince St. Associates, Inc.               New York            NY     10012  Cooperative
247       NCB           470022630    Begonia Realty Corporation                   New York            NY     10024  Cooperative
248       NCB           470022760    143 W. 85th St. Tenants Corp.                New York            NY     10024  Cooperative

<CAPTION>

PROPERTY                   ORIGINAL       CUT-OFF DATE   MASTER    MASTER SERVICING  PRIMARY        SUB-SERVICING   PRIMARY EXCESS
SUB-TYPE                   BALANCE        BALANCE        FEE       EXCESS FEE        FEE            FEE             SERVICING
-----------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>             <C>          <C>              <C>           <C>            <C>
Medical                   $10,000,000    $9,968,776      2            6                0             0              0
High Rise                  $8,710,000    $8,634,943      2            6                0             0              0
Limited Service            $8,000,000    $7,919,179      2            6                0             0              0
High Rise                  $4,000,000    $3,937,101      2            6                0             0              0
High Rise                  $3,600,000    $3,600,000      2            6                0             0              0
High Rise                  $3,550,000    $3,550,000      2            6                0             0              0
Loft                       $3,000,000    $2,991,632      2            6                0             0              0
Mid Rise                   $2,500,000    $2,460,992      2            6                0             0              0
High Rise                  $1,500,000    $1,500,000      2            6                0             0              0
Townhouse                  $1,100,000    $1,087,877      2            6                0             0              0
Mid Rise                     $950,000      $947,862      2            6                0             0              0
High Rise                    $850,000      $849,438      2            6                0             0              0
Mid Rise                     $775,000      $768,542      2            6                0             0              0
Mid Rise                     $585,000      $582,991      2            6                0             0              0
Low Rise                     $475,000      $471,778      2            6                0             0              0
Walkup                       $300,000      $297,820      2            6                0             0              0
Mid Rise                     $260,000      $258,229      2            6                0             0              0
Walkup                       $225,000      $223,531      2            6                0             0              0
Low Rise                     $200,000      $199,346      2            6                0             0              0
Mid Rise                     $200,000      $199,137      2            6                0             0              0
Mid Rise                     $185,000      $184,123      2            6                0             0              0
Walkup                       $125,000      $123,335      2            6                0             0              0

TOTALS/WEIGHTED AVERAGES: $51,090,000   $50,756,632
</TABLE>

<PAGE>

                                   SCHEDULE VI

                              NCBFSB LOAN SCHEDULE
<TABLE>
<CAPTION>

LOAN      MORTGAGE LOAN  LOAN          PROPERTY                                                                  ZIP     PROPERTY
POOL NO.  SELLER         NUMBER        NAME                                           CITY               STATE   CODE    TYPE
------------------------------------------------------------------------------------------------------------------------------------
<C>      <C>           <C>            <S>                                           <C>                  <C>    <C>    <C>
29        NCB, FSB       470024450     210-220-230 Owners Corp.                       New Rochelle        NY     10805  Cooperative
30        NCB, FSB       470023110     Fontaine Owners Corp.                          New York            NY     10021  Cooperative
42        NCB,FSB        479000610     6201 West, LTD (Oakwood Villas)                Houston             TX     77035  Multifamily
44        NCB,FSB        479000350     Harbor Park at Market Place                    Baltimore           MD     21202  Mixed Use
48        NCB,FSB        470024700     69 West 9 Owners Corp.                         New York            NY     10011  Cooperative
49        NCB,FSB        470023990     2575 Owners Corp.                              Riverdale           NY     10463  Cooperative
52        NCB,FSB        470024460     50 Riverside Tenants Corp.                     New York            NY     10024  Cooperative
53        NCB,FSB        479000580     Vallarta Supermarkets                          North Hills         CA     91342  Retail
55        NCB,FSB        470024080     Rutherford Tenants Corp.                       New York            NY     10003  Cooperative
60        NCB,FSB        470024250     High Meadow Cooperative, No. 1, Inc.           Ossining            NY     10562  Cooperative
67        NCB,FSB        479000520     Summer Realty Co.                              Stamford            CT     06905  Office
74        NCB,FSB        470023770     49 West 72 Owners Corp.                        New York            NY     10023  Cooperative
94        NCB,FSB        470023460     20 Plaza Housing Corp.                         Brooklyn            NY     11238  Cooperative
103       NCB,FSB        470023230     470 West End Corp.                             New York            NY     10024  Cooperative
107       NCB,FSB        470024100     Alexandria House Incorporated                  New York            NY     10025  Cooperative
108       NCB,FSB        470023060     50 North Broadway Owners, Inc.                 White Plains        NY     10603  Cooperative
112       NCB,FSB        470013340     Sheepshead Terrace Cooperative Apartments,Inc. Brooklyn            NY     11235  Cooperative
115       NCB,FSB        479000600     Georgetown Apartments                          Washington          DC     20007  Multifamily
130       NCB,FSB        470022660     Tudor Woods, Inc.                              Yonkers             NY     10703  Cooperative
133       NCB,FSB        479000640     Glen Burnie Town Center                        Glen Burnie         MD     21061  Retail
135       NCB,FSB        479000560     82 Cantiague, LLC                              Westbury            NY     11590  Industrial
165       NCB,FSB        470021690     Oxford House Owners Corp.                      Riverdale           NY     10463  Cooperative
174       NCB,FSB        470022240     Park and 76th St. Inc.                         New York            NY     10021  Cooperative
179       NCB,FSB        470022710     40-18 Hampton Street Owners Corp.              Elmhurst            NY     11373  Cooperative
198       NCB,FSB        470022510     311-313 West 82nd St. Owners Corp.             New York            NY     10024  Cooperative
199       NCB,FSB        470022840     855 West End Owners Corp.                      New York            NY     10025  Cooperative
219       NCB,FSB        470023000     1901 Wyoming Avenue Cooperative Association    Washington          DC     20009  Cooperative
246       NCB,FSB        470023550     86 Second Place Housing Corp.                  Brooklyn            NY     11231  Cooperative

<CAPTION>

PROPERTY                      ORIGINAL       CUT-OFF DATE       MASTER    MASTER SERVICING  PRIMARY    SUB-SERVICING  PRIMARY EXCESS
SUB-TYPE                      BALANCE        BALANCE            FEE        EXCESS FEE        FEE       FEE            SERVICING
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>            <C>                <C>            <C>           <C>         <C>              <C>
Mid Rise                     $7,500,000     $7,500,000           2              6             0           0                0
High Rise                    $7,000,000     $6,984,002           2              6             0           0                0
Multifamily                  $5,300,000     $5,290,799           2              6             0           0                0
Mixed Use                    $5,100,000     $5,060,808           2              6             0           0                0
High Rise                    $4,000,000     $4,000,000           2              6             0           0                0
High Rise                    $4,000,000     $3,988,987           2              6             0           0                0
High Rise                    $3,800,000     $3,788,399           2              6             0           0                0
Anchored                     $3,800,000     $3,781,786           2              6             0           0                0
High Rise                    $3,600,000     $3,594,579           2              6             0           0                0
Garden                       $3,425,000     $3,415,768           2              6             0           0                0
Urban                        $3,000,000     $2,978,987           2              6             0           0                0
High Rise                    $2,800,000     $2,795,350           2              6             0           0                0
Mid Rise                     $2,300,000     $2,300,000           2              6             0           0                0
High Rise                    $2,150,000     $2,150,000           2              6             0           0                0
High Rise                    $2,100,000     $2,092,300           2              6             0           0                0
Mid Rise                     $2,100,000     $2,091,411           2              6             0           0                0
Mid Rise                     $2,000,000     $1,994,617           2              6             0           0                0
Multifamily                  $1,937,500     $1,935,662           2              6             0           0                0
Mid Rise                     $1,725,000     $1,720,554           2              6             0           0                0
Unanchored                   $1,650,000     $1,647,865           2              6             0           0                0
Warehouse                    $1,635,000     $1,626,597           2              6             0           0                0
Mid Rise                     $1,300,000     $1,297,262           2              6             0           0                0
High Rise                    $1,250,000     $1,250,000           2              6             0           0                0
Mid Rise                     $1,200,000     $1,198,172           2              6             0           0                0
Low Rise                     $1,000,000       $997,816           2              6             0           0                0
High Rise                    $1,000,000       $995,012           2              6             0           0                0
Mid Rise                       $776,400       $769,337           2              6             0           0                0
Low Rise                       $190,000       $189,402           2              6             0           0                0

TOTALS/WEIGHTED AVERAGES:   $77,638,900    $77,435,470
</TABLE>

<PAGE>




                                  SCHEDULE VII

                               TIAA LOAN SCHEDULE

<TABLE>
<CAPTION>


LOAN      MORTGAGE LOAN   LOAN     PROPERTY                                                   ZIP    PROPERTY    PROPERTY
POOL NO.  SELLER          NUMBER   NAME                             CITY             STATE    CODE    TYPE       SUB-TYPE
------------------------------------------------------------------------------------------------------------------------------------
<C>      <C>          <C>          <S>                             <C>               <C>      <C>    <C>         <C>
9         TIAA           524100    Plantation Villa Apartments      Frisco             TX     75053  Multifamily  Garden
13        TIAA           501700    Heritage Shopping Center         Vancouver          WA     98682  Retail       Grocery Anchored
14        TIAA           503000    Terra Vista Village              Rancho Cucamonga   CA     91701  Retail       Anchored
26        TIAA           516100    Copans Business Park 1           Pompano Beach      FL     33064  Industrial   Warehouse
31        TIAA           517000    Uptown Queen Anne Apartments     Seattle            WA     98119  Multifamily  Garden
84        TIAA           514500    Westridge I Office Building      West Des Moines    IA     50266  Office       Suburban

<CAPTION>


PROPERTY                     ORIGINAL     CUT-OFF DATE      MASTER   MASTER SERVICING    PRIMARY      SUB-SERVICING  PRIMARY EXCESS
SUB-TYPE                     BALANCE      BALANCE           FEE      EXCESS FEE          FEE            FEE            SERVICING
------------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>            <C>                 <C>          <C>             <C>              <C>              <C>
Garden                     $17,325,000    $17,325,000         2            5               3                5                0
Grocery Anchored           $13,125,000    $12,994,476         2            5               3                5                0
Anchored                   $11,500,000    $11,400,440         2            5               3                5                0
Warehouse                   $8,000,000     $7,959,685         2            5               3                5                0
Garden                      $7,000,000     $6,970,917         2            5               3                5                0
Suburban                    $2,600,000     $2,553,821         2            5               3                5                0

TOTALS/WEIGHTED AVERAGES:  $59,550,000    $59,204,339
</TABLE>
<PAGE>

                                  SCHEDULE VIII

                            NATIONWIDE LOAN SCHEDULE

<TABLE>
<CAPTION>

LOAN      MORTGAGE LOAN  LOAN         PROPERTY                                                             ZIP    PROPERTY
POOL NO.  SELLER         NUMBER       NAME                                         CITY            STATE   CODE   TYPE
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>            <C>           <C>                                          <C>            <C>    <C>     <C>
15        Nationwide     00-1001068   Speedway Shopping Center                     Lynnwood        WA     98306   Retail
23        Nationwide     03-0311503   Monroeville Giant Eagle                      Monroeville     PA     15146   Retail
28        Nationwide     00-1000567   Marketplace at Washington Square             North Canton    OH     44720   Retail
32        Nationwide     00-1000922   Lowe's Home Center                           Ames            IA     50010   Retail
46        Nationwide     00-1001037   Cave Springs Square Shopping Center & Annex  St. Peters      MO     63376   Retail
65        Nationwide     00-1001026   Southwest Crossing Tech Center               Eden Prairie    MN     55344   Industrial
87        Nationwide     00-1001059   200 West Apartments                          Fairview Park   OH     44126   Multifamily
111       Nationwide     00-1001086   The Waters II                                Eagan           MN     55121   Industrial

<CAPTION>

PROPERTY                   ORIGINAL       CUT-OFF DATE      MASTER     MASTER SERVICING   PRIMARY    SUB-SERVICING    PRIMARY EXCESS
SUB-TYPE                   BALANCE        BALANCE           FEE        EXCESS FEE         FEE        FEE              SERVICING
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>                <C>              <C>          <C>       <C>              <C>
Grocery Anchored          $10,740,000     $10,696,251        2                5            1         6                1.5
Free Standing              $9,380,000      $8,413,632        2                5            1         7.46             1.5
Grocery Anchored           $8,100,000      $7,834,521        2                5            1         1.45             1.5
Anchored                   $6,635,000      $6,601,514        2                5            1         6                1.5
Anchored                   $4,700,000      $4,690,162        2                5            1         6                1.5
Flex Industrial            $3,000,000      $2,995,060        2                5            1         6                1.5
High Rise                  $2,500,000      $2,453,274        2                5            1         6                1.5
Flex Industrial            $2,000,000      $1,996,118        2                5            1         6                1.5

Totals/Weighted Averages: $47,055,000     $45,680,532
</TABLE>
<PAGE>

                                   SCHEDULE IX

             LIST OF ESCROW ACCOUNTS NOT CURRENTLY ELIGIBLE ACCOUNTS
                                (SECTION 8.3(E))


MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL INC.
------------------------------------------------

THE UNION CENTRAL LIFE INSURANCE COMPANY
----------------------------------------

PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC
----------------------------------------

None

NATIONAL CONSUMER COOPERATIVE BANK
----------------------------------

NCB, FSB
--------

PRINCIPAL COMMERCIAL FUNDING, LLC
---------------------------------

None

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
-----------------------------------------------------

None

NATIONWIDE LIFE INSURANCE COMPANY
---------------------------------
<PAGE>


                                   SCHEDULE X

                   CERTAIN ESCROW ACCOUNTS FOR WHICH A REPORT
                        UNDER SECTION 5.1(G) IS REQUIRED


MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL INC.

LOAN NO.      PROPERTY
--------------------------------------------------------------------------------
1             77 P Street Office

THE UNION CENTRAL LIFE INSURANCE COMPANY
----------------------------------------


PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC
----------------------------------------

LOAN NO.      PROPERTY
--------------------------------------------------------------------------------
45            LA County Industrial Building

NATIONAL CONSUMER COOPERATIVE BANK
----------------------------------

None

NCB, FSB
--------

LOAN NO.      PROPERTY
--------------------------------------------------------------------------------
48            69 West 9 Owners Corp.
219           1901 Wyoming Avenue
              Cooperative Association

PRINCIPAL COMMERCIAL FUNDING, LLC
---------------------------------

LOAN NO.      PROPERTY
--------------------------------------------------------------------------------
85            4051 Douglas Boulevard

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
-----------------------------------------------------

None

NATIONWIDE LIFE INSURANCE COMPANY
---------------------------------
<PAGE>


                                   SCHEDULE XI

           LIST OF MORTGAGORS THAT ARE THIRD PARTY BENEFICIARIES UNDER
                                 SECTION 2.3(A)


MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL INC.
------------------------------------------------

None

THE UNION CENTRAL LIFE INSURANCE COMPANY
----------------------------------------

1.   Mortgage Loan Numbers 68, 69

     Related Mortgagors: 13006 Saticoy LLC and 7306 Coldwater LLC


2.   Mortgage Loan Numbers 76, 77

     Related Mortgagors: Courtyard at Jamestown Associates, L.C.

3.   Mortgage Loan Numbers 81-83

     Related Mortgagors:  Jacques Wajsfelner and Susanne Wajsfelner

4.   Mortgage Loan Numbers 119, 120

     Related Mortgagors:  Lindsay Can-Am Limited Partnership

5.   Mortgage Loan Numbers 126, 127

     Related Mortgagors:  A. Joel Klein Trust uta 6/19/89 et al.

6.   Mortgage Loan Numbers 155, 156

     Related Mortgagors: Sunbelt Business Centers Partnership VIII and
     Sunsetbelt Business Partnership

PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC
----------------------------------------

None

NATIONAL CONSUMER COOPERATIVE BANK
----------------------------------

None

NCB, FSB
--------

None
<PAGE>

PRINCIPAL COMMERCIAL FUNDING, LLC
---------------------------------

None

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
-----------------------------------------------------

None

NATIONWIDE LIFE INSURANCE COMPANY
---------------------------------

None
<PAGE>


                                  SCHEDULE XII

            RATES USED IN DETERMINATION OF CLASS X PASS-THROUGH RATES


<PAGE>
1/2003          6.67753%
2/2003          6.67617%
3/2003          6.67612%
4/2003          6.80828%
5/2003          6.67504%
6/2003          6.80767%
7/2003          6.67425%
8/2003          6.80704%
9/2003          6.80672%
10/2003         6.67304%
11/2003         6.80608%
12/2003         6.67222%
1/2004          6.80541%
2/2004          6.67137%
3/2004          6.67106%
4/2004          6.80438%
5/2004          6.67006%
6/2004          6.80368%
7/2004          6.66917%
8/2004          6.80297%
9/2004          6.80262%
10/2004         6.66781%
11/2004         6.80189%
12/2004         6.66687%
1/2005          6.66640%
2/2005          6.66592%
3/2005          6.66582%
4/2005          6.79998%
5/2005          6.66444%
6/2005          6.79919%
7/2005          6.66343%
8/2005          6.79837%
9/2005          6.79776%
10/2005         6.66021%
11/2005         6.79885%
12/2005         6.65933%
1/2006          6.66201%
2/2006          6.66156%
3/2006          6.65216%
4/2006          6.79716%
5/2006          6.65705%
6/2006          6.79645%
7/2006          6.65610%
8/2006          6.79573%
9/2006          6.79537%
10/2006         6.65463%
11/2006         6.79462%
12/2006         6.65362%
1/2007          6.65627%
2/2007          6.65575%
3/2007          6.64707%
4/2007          6.79077%
5/2007          6.64975%
6/2007          6.78994%
7/2007          6.64951%
8/2007          6.78979%
9/2007          6.78936%
10/2007         6.65516%
11/2007         6.79530%
12/2007         6.65396%
1/2008          6.79438%
2/2008          6.65602%
3/2008          6.64900%
4/2008          6.79296%
5/2008          6.65084%
6/2008          6.79199%
7/2008          6.64946%
8/2008          6.79104%
9/2008          6.79054%
10/2008         6.64744%
11/2008         6.78949%
12/2008         6.64605%
1/2009          6.64868%
2/2009          6.64797%
3/2009          6.63858%
4/2009          6.78745%
5/2009          6.64332%
6/2009          6.79710%
7/2009          6.64813%
8/2009          6.79620%
9/2009          6.79565%
10/2009         6.64672%
11/2009         6.80093%
12/2009         6.65217%
1/2010          6.65494%
2/2010          6.65416%
3/2010          6.64415%
4/2010          6.79863%
5/2010          6.64902%
6/2010          6.80342%
7/2010          6.65207%
8/2010          6.80117%
9/2010          6.80057%
10/2010         6.65178%
11/2010         6.80095%
12/2010         6.65008%
<PAGE>

                                  SCHEDULE XIII

                                EARN-OUT RESERVES


MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL INC.
------------------------------------------------

LOAN NO.    PROPERTY
--------------------------------------------------------------------------------
1           77 P Street Office

THE UNION CENTRAL LIFE INSURANCE COMPANY
----------------------------------------

PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC
----------------------------------------

NATIONAL CONSUMER COOPERATIVE BANK
----------------------------------

None

NCB, FSB
--------

None

PRINCIPAL COMMERCIAL FUNDING, LLC
---------------------------------

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
-----------------------------------------------------

None

NATIONWIDE LIFE INSURANCE COMPANY
---------------------------------