<PAGE>

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


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


                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                               as Master Servicer,


                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                              as Special Servicer,


                       LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee,


                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                   as Paying Agent and Certificate Registrar,


                                       and


                               ABN AMRO BANK N.V.,
                                 as Fiscal Agent


                         POOLING AND SERVICING AGREEMENT

                            Dated as of March 1, 2003



                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2003-HQ2


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


<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----

                                    ARTICLE I

                                   DEFINITIONS

<S>                <C>                                                                                        <C>
SECTION 1.1         DEFINITIONS...................................................................................8
SECTION 1.2         CALCULATIONS RESPECTING MORTGAGE LOANS.......................................................74
SECTION 1.3         CALCULATIONS RESPECTING ACCRUED INTEREST.....................................................74
SECTION 1.4         INTERPRETATION...............................................................................74
SECTION 1.5         ARD LOANS....................................................................................75
SECTION 1.6         CERTAIN MATTERS WITH RESPECT TO A/B MORTGAGE LOANS...........................................76

                                   ARTICLE II

                             DECLARATION OF TRUST;
                           ISSUANCES OF CERTIFICATES

SECTION 2.1         CONVEYANCE OF MORTGAGE LOANS.................................................................78
SECTION 2.2         ACCEPTANCE BY TRUSTEE........................................................................80
SECTION 2.3         SELLER'S REPURCHASE OF MORTGAGE LOANS FOR MATERIAL DOCUMENT DEFECTS AND
                    MATERIAL BREACHES OF REPRESENTATIONS AND WARRANTIES..........................................82
SECTION 2.4         REPRESENTATIONS AND WARRANTIES...............................................................88
SECTION 2.5         CONVEYANCE OF INTERESTS......................................................................89

                                   ARTICLE III

                                THE CERTIFICATES

SECTION 3.1         THE CERTIFICATES.............................................................................89
SECTION 3.2         REGISTRATION.................................................................................90
SECTION 3.3         TRANSFER AND EXCHANGE OF CERTIFICATES........................................................91
SECTION 3.4         MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES............................................97
SECTION 3.5         PERSONS DEEMED OWNERS........................................................................97
SECTION 3.6         ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES....................................97
SECTION 3.7         BOOK-ENTRY CERTIFICATES......................................................................98
SECTION 3.8         NOTICES TO CLEARING AGENCY..................................................................101
SECTION 3.9         DEFINITIVE CERTIFICATES.....................................................................101

                                   ARTICLE IV

                                    ADVANCES

SECTION 4.1         P&I ADVANCES BY MASTER SERVICER.............................................................102
SECTION 4.2         SERVICING ADVANCES..........................................................................103



                                      -i-

<PAGE>


SECTION 4.3         ADVANCES BY THE TRUSTEE AND THE FISCAL AGENT................................................103
SECTION 4.4         EVIDENCE OF NONRECOVERABILITY...............................................................105
SECTION 4.5         INTEREST ON ADVANCES; CALCULATION OF OUTSTANDING ADVANCES WITH RESPECT TO A
                    MORTGAGE LOAN...............................................................................105
SECTION 4.6         REIMBURSEMENT OF ADVANCES AND ADVANCE INTEREST..............................................106
SECTION 4.7         FISCAL AGENT TERMINATION EVENT..............................................................108
SECTION 4.8         PROCEDURE UPON TERMINATION EVENT............................................................108
SECTION 4.9         MERGER OR CONSOLIDATION OF FISCAL AGENT.....................................................109
SECTION 4.10        LIMITATION ON LIABILITY OF THE FISCAL AGENT AND OTHERS......................................109
SECTION 4.11        INDEMNIFICATION OF FISCAL AGENT.............................................................109

                                    ARTICLE V

                           ADMINISTRATION OF THE TRUST

SECTION 5.1         COLLECTIONS.................................................................................110
SECTION 5.2         APPLICATION OF FUNDS IN THE CERTIFICATE ACCOUNT AND INTEREST RESERVE ACCOUNT................114
SECTION 5.3         DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT....................................................120
SECTION 5.4         PAYING AGENT REPORTS........................................................................122
SECTION 5.5         PAYING AGENT TAX REPORTS....................................................................124

                                   ARTICLE VI

                                  DISTRIBUTIONS

SECTION 6.1         DISTRIBUTIONS GENERALLY.....................................................................124
SECTION 6.2         REMIC I.....................................................................................125
SECTION 6.3         REMIC II....................................................................................126
SECTION 6.4         RESERVED....................................................................................133
SECTION 6.5         REMIC III...................................................................................133
SECTION 6.6         ALLOCATION OF REALIZED LOSSES, EXPENSE LOSSES AND SHORTFALLS DUE TO
                    NONRECOVERABILITY...........................................................................137
SECTION 6.7         NET AGGREGATE PREPAYMENT INTEREST SHORTFALLS................................................140
SECTION 6.8         ADJUSTMENT OF SERVICING FEES................................................................140
SECTION 6.9         APPRAISAL REDUCTIONS........................................................................140
SECTION 6.10        COMPLIANCE WITH WITHHOLDING REQUIREMENTS....................................................141
SECTION 6.11        PREPAYMENT PREMIUMS.........................................................................142

                                   ARTICLE VII

 CONCERNING THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT AND THE LUXEMBOURG PAYING AGENT

SECTION 7.1         DUTIES OF THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT................................142
SECTION 7.2         CERTAIN MATTERS AFFECTING THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT................144



                                      -ii-

<PAGE>


SECTION 7.3         THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT NOT LIABLE FOR
                    CERTIFICATES OR INTERESTS OR MORTGAGE LOANS.................................................146
SECTION 7.4         THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT MAY OWN CERTIFICATES.....................147
SECTION 7.5         ELIGIBILITY REQUIREMENTS FOR THE TRUSTEE, THE FISCAL AGENT AND THE PAYING
                    AGENT.......................................................................................148
SECTION 7.6         RESIGNATION AND REMOVAL OF THE TRUSTEE, THE FISCAL AGENT OR THE PAYING AGENT................148
SECTION 7.7         SUCCESSOR TRUSTEE, FISCAL AGENT OR PAYING AGENT.............................................150
SECTION 7.8         MERGER OR CONSOLIDATION OF TRUSTEE, FISCAL AGENT OR PAYING AGENT............................151
SECTION 7.9         APPOINTMENT OF CO-TRUSTEE, SEPARATE TRUSTEE, AGENTS OR CUSTODIAN............................151
SECTION 7.10        AUTHENTICATING AGENTS.......................................................................154
SECTION 7.11        INDEMNIFICATION OF TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT...........................154
SECTION 7.12        FEES AND EXPENSES OF TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT.........................156
SECTION 7.13        COLLECTION OF MONEYS........................................................................157
SECTION 7.14        TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR....................................................157
SECTION 7.15        NOTIFICATION TO HOLDERS.....................................................................159
SECTION 7.16        REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE, THE FISCAL AGENT AND THE
                    PAYING AGENT................................................................................159
SECTION 7.17        FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY MAINTAINED BY THE
                    TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT..............................................162
SECTION 7.18        APPOINTMENT OF LUXEMBOURG PAYING AGENT; NOTIFICATION TO CERTIFICATEHOLDERS..................162

                                  ARTICLE VIII

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

SECTION 8.1         SERVICING STANDARD; SERVICING DUTIES........................................................164
SECTION 8.2         FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY MAINTAINED BY THE
                    MASTER SERVICER.............................................................................165
SECTION 8.3         MASTER SERVICER'S GENERAL POWER AND DUTIES..................................................165
SECTION 8.4         PRIMARY SERVICING AND SUB-SERVICING.........................................................172
SECTION 8.5         SERVICERS MAY OWN CERTIFICATES..............................................................172
SECTION 8.6         MAINTENANCE OF HAZARD INSURANCE, OTHER INSURANCE, TAXES AND OTHER...........................173
SECTION 8.7         ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS;
                    DUE-ON-ENCUMBRANCE CLAUSE...................................................................175
SECTION 8.8         TRUSTEE TO COOPERATE; RELEASE OF TRUSTEE MORTGAGE FILES.....................................178
SECTION 8.9         DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF MASTER SERVICER TO BE HELD
                    FOR THE TRUSTEE FOR THE BENEFIT OF THE CERTIFICATEHOLDERS...................................179



                                     -iii-

<PAGE>

SECTION 8.10        SERVICING COMPENSATION......................................................................180
SECTION 8.11        MASTER SERVICER REPORTS; ACCOUNT STATEMENTS.................................................181
SECTION 8.12        ANNUAL STATEMENT AS TO COMPLIANCE...........................................................183
SECTION 8.13        ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT.....................................184
SECTION 8.14        OPERATING STATEMENT ANALYSIS REPORTS REGARDING THE MORTGAGED PROPERTIES.....................184
SECTION 8.15        OTHER AVAILABLE INFORMATION AND CERTAIN RIGHTS OF THE MASTER SERVICER.......................185
SECTION 8.16        RULE 144A INFORMATION.......................................................................187
SECTION 8.17        INSPECTIONS.................................................................................188
SECTION 8.18        MODIFICATIONS, WAIVERS, AMENDMENTS, EXTENSIONS AND CONSENTS.................................188
SECTION 8.19        SPECIALLY SERVICED MORTGAGE LOANS...........................................................191
SECTION 8.20        REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER SERVICER............................192
SECTION 8.21        MERGER OR CONSOLIDATION.....................................................................193
SECTION 8.22        RESIGNATION OF MASTER SERVICER..............................................................193
SECTION 8.23        ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER.......................................194
SECTION 8.24        LIMITATION ON LIABILITY OF THE MASTER SERVICER AND OTHERS...................................194
SECTION 8.25        INDEMNIFICATION; THIRD-PARTY CLAIMS.........................................................197
SECTION 8.26        EXCHANGE ACT REPORTING......................................................................198
SECTION 8.27        COMPLIANCE WITH REMIC PROVISIONS............................................................200
SECTION 8.28        TERMINATION.................................................................................200
SECTION 8.29        PROCEDURE UPON TERMINATION..................................................................202
SECTION 8.30        CERTAIN MATTERS RELATING TO CERTAIN MORTGAGE LOANS..........................................204

                                   ARTICLE IX

 ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE LOANS BY SPECIAL SERVICER

SECTION 9.1         DUTIES OF SPECIAL SERVICER..................................................................205
SECTION 9.2         FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY OF SPECIAL SERVICER.................207
SECTION 9.3         SUB-SERVICERS...............................................................................207
SECTION 9.4         SPECIAL SERVICER GENERAL POWERS AND DUTIES..................................................208
SECTION 9.5         "DUE-ON-SALE" CLAUSES; ASSIGNMENT AND ASSUMPTION AGREEMENTS; MODIFICATIONS
                    OF SPECIALLY SERVICED MORTGAGE LOANS; DUE-ON-ENCUMBRANCE CLAUSES............................210
SECTION 9.6         RELEASE OF MORTGAGE FILES...................................................................214
SECTION 9.7         DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF SPECIAL SERVICER TO BE HELD
                    FOR THE TRUSTEE.............................................................................215
SECTION 9.8         REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SPECIAL SERVICER...........................216
SECTION 9.9         STANDARD HAZARD, FLOOD AND COMPREHENSIVE GENERAL LIABILITY INSURANCE
                    POLICIES....................................................................................218
SECTION 9.10        PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS............................................219



                                      -iv-

<PAGE>


SECTION 9.11        COMPENSATION TO THE SPECIAL SERVICER........................................................219
SECTION 9.12        REALIZATION UPON DEFAULTED MORTGAGE LOANS...................................................221
SECTION 9.13        FORECLOSURE.................................................................................223
SECTION 9.14        OPERATION OF REO PROPERTY...................................................................223
SECTION 9.15        SALE OF REO PROPERTY........................................................................226
SECTION 9.16        REALIZATION ON COLLATERAL SECURITY..........................................................228
SECTION 9.17        RESERVED....................................................................................228
SECTION 9.18        ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE...............................................228
SECTION 9.19        ANNUAL INDEPENDENT ACCOUNTANTS' SERVICING REPORT............................................228
SECTION 9.20        MERGER OR CONSOLIDATION.....................................................................229
SECTION 9.21        RESIGNATION OF SPECIAL SERVICER.............................................................229
SECTION 9.22        ASSIGNMENT OR DELEGATION OF DUTIES BY SPECIAL SERVICER......................................230
SECTION 9.23        LIMITATION ON LIABILITY OF THE SPECIAL SERVICER AND OTHERS..................................230
SECTION 9.24        INDEMNIFICATION; THIRD-PARTY CLAIMS.........................................................233
SECTION 9.25        RESERVED....................................................................................234
SECTION 9.26        SPECIAL SERVICER MAY OWN CERTIFICATES.......................................................234
SECTION 9.27        TAX REPORTING...............................................................................234
SECTION 9.28        APPLICATION OF FUNDS RECEIVED...............................................................234
SECTION 9.29        COMPLIANCE WITH REMIC PROVISIONS............................................................235
SECTION 9.30        TERMINATION.................................................................................235
SECTION 9.31        PROCEDURE UPON TERMINATION..................................................................237
SECTION 9.32        CERTAIN SPECIAL SERVICER REPORTS............................................................239
SECTION 9.33        SPECIAL SERVICER TO COOPERATE WITH THE MASTER SERVICER AND PAYING AGENT.....................240
SECTION 9.34        RESERVED....................................................................................241
SECTION 9.35        RESERVED....................................................................................241
SECTION 9.36        SALE OF DEFAULTED MORTGAGE LOANS............................................................241
SECTION 9.37        OPERATING ADVISER; ELECTIONS................................................................244
SECTION 9.38        LIMITATION ON LIABILITY OF OPERATING ADVISER................................................245
SECTION 9.39        DUTIES OF OPERATING ADVISER.................................................................245
SECTION 9.40        RIGHTS OF THE HOLDER OF A B NOTE............................................................246

                                    ARTICLE X

                      PURCHASE AND TERMINATION OF THE TRUST

SECTION 10.1        TERMINATION OF TRUST UPON REPURCHASE OR LIQUIDATION OF ALL MORTGAGE LOANS...................248
SECTION 10.2        PROCEDURE UPON TERMINATION OF TRUST.........................................................249
SECTION 10.3        ADDITIONAL TRUST TERMINATION REQUIREMENTS...................................................250

                                   ARTICLE XI

                          RIGHTS OF CERTIFICATEHOLDERS

SECTION 11.1        LIMITATION ON RIGHTS OF HOLDERS.............................................................251
SECTION 11.2        ACCESS TO LIST OF HOLDERS...................................................................252



                                      -v-

<PAGE>


SECTION 11.3        ACTS OF HOLDERS OF CERTIFICATES.............................................................253

                                   ARTICLE XII

                              REMIC ADMINISTRATION

SECTION 12.1        REMIC ADMINISTRATION........................................................................254
SECTION 12.2        PROHIBITED TRANSACTIONS AND ACTIVITIES......................................................259
SECTION 12.3        MODIFICATIONS OF MORTGAGE LOANS.............................................................259
SECTION 12.4        LIABILITY WITH RESPECT TO CERTAIN TAXES AND LOSS OF REMIC STATUS............................259
SECTION 12.5        RESERVED....................................................................................260

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

SECTION 13.1        BINDING NATURE OF AGREEMENT.................................................................260
SECTION 13.2        ENTIRE AGREEMENT............................................................................260
SECTION 13.3        AMENDMENT...................................................................................260
SECTION 13.4        GOVERNING LAW...............................................................................262
SECTION 13.5        NOTICES.....................................................................................262
SECTION 13.6        SEVERABILITY OF PROVISIONS..................................................................263
SECTION 13.7        INDULGENCES; NO WAIVERS.....................................................................263
SECTION 13.8        HEADINGS NOT TO AFFECT INTERPRETATION.......................................................263
SECTION 13.9        BENEFITS OF AGREEMENT.......................................................................263
SECTION 13.10       SPECIAL NOTICES TO THE RATING AGENCIES......................................................263
SECTION 13.11       COUNTERPARTS................................................................................265
SECTION 13.12       INTENTION OF PARTIES........................................................................265
SECTION 13.13       RECORDATION OF AGREEMENT....................................................................267
SECTION 13.14       RATING AGENCY MONITORING FEES...............................................................267
</TABLE>



                                      -vi-

<PAGE>


                             EXHIBITS AND SCHEDULES
                             ----------------------

<TABLE>
<S>                       <C>
EXHIBIT A-1                Form of Class A-1 Certificate
EXHIBIT A-2                Form of Class A-2 Certificate
EXHIBIT A-3                Reserved
EXHIBIT A-4                Reserved
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 R-I Certificate
EXHIBIT A-19               Form of Class R-II Certificate
EXHIBIT A-20               Form of Class R-III Certificate
EXHIBIT A-21               Form of Class X-1 Certificate
EXHIBIT A-22               Form of Class X-2 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-1                Reserved
EXHIBIT G-2                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 ("Excess Servicing Fee")


                                      -vi-

<PAGE>

EXHIBIT K                  Form of Mortgage Loan Purchase Agreement (MSMC)
EXHIBIT L                  Form of Inspection Report
EXHIBIT M                  Form of Monthly Certificateholders Reports (Section 5.4(a))
EXHIBIT N                  Form of Operating Statement Analysis Report
EXHIBIT O                  Reserved
EXHIBIT P                  Reserved
EXHIBIT Q                  Reserved
EXHIBIT R                  Reserved
EXHIBIT S-1                Form of Power of Attorney to Master Servicer (Section 8.3(c))
EXHIBIT S-2                Form of Power of Attorney to Special Servicer (Section 9.4(a)
EXHIBIT T                  Form of Debt Service Coverage Ratio Procedures
EXHIBIT U                  Form of Assignment and Assumption Submission to Special Servicer (Section 8.7(a))
EXHIBIT V                  Form of Additional Lien, Monetary Encumbrance and Mezzanine Financing Submission
                           Package to the Special Servicer (Section 8.7(e))
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 Regarding Defeasance of Mortgage Loans
EXHIBIT AA                 Form of Wells Fargo primary servicing agreement (Section 8.29(b))
SCHEDULE I                 MSMC Loan Schedule
SCHEDULE II                Reserved
SCHEDULE III               Reserved
SCHEDULE IV                Reserved
SCHEDULE V                 Reserved
SCHEDULE VI                List of Escrow Accounts Not Currently Eligible Accounts (Section 8.3(e))
SCHEDULE VII               Certain Escrow Accounts for Which a Report Under Section 5.1(g) is Required
SCHEDULE VIII              List of Mortgagors that are Third-Party Beneficiaries Under Section 2.3(a)
SCHEDULE IX -
SCHEDULE XVI               Rates Used in Determination of Class X Pass-Through Rates ("Class X-1 Strip Rate" and
                           "Class X-2 Strip Rate")
SCHEDULE XVII              Mortgage Loans Secured by Mortgaged Properties Covered by an Environmental Insurance
                           Policy
SCHEDULE XVIII             List of Mortgage Loans that have Scheduled Payments after the end of a Collection
                           Period
SCHEDULE XIX               List of Mortgage Loans as to which the Special Servicer has assumed additional
                           servicing obligations pursuant to Section 8.30
</TABLE>



                                     -vii-

<PAGE>



                  THIS POOLING AND SERVICING AGREEMENT is dated as of March 1,
2003 (this "Agreement") between MORGAN STANLEY DEAN WITTER CAPITAL I INC., a
Delaware corporation, as depositor (the "Depositor"), WELLS FARGO BANK, NATIONAL
ASSOCIATION, as master servicer (the "Master Servicer"), WELLS FARGO BANK,
NATIONAL ASSOCIATION, as special servicer (the "Special Servicer"), LASALLE BANK
NATIONAL ASSOCIATION, as trustee of the Trust (the "Trustee"), ABN AMRO BANK
N.V., only in its capacity as a fiscal agent pursuant to Article IV hereof (the
"Fiscal Agent") and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, only in
its capacity as paying agent (the "Paying Agent") and certificate registrar.

                              PRELIMINARY STATEMENT

                  On the Closing Date, the Depositor will acquire the Mortgage
Loans from Morgan Stanley Mortgage Capital Inc., formerly known as Morgan
Stanley Dean Witter Mortgage Capital Inc., as seller ("MSMC"), 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; (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;
and (iii) the REMIC III Certificates as consideration for its transfer of the
REMIC II Regular Interests 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 and (C) the REMIC III
Certificates representing in the aggregate the entire beneficial ownership of
REMIC III. 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 and the REMIC Regular
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, Class B, Class C and Class D Certificates will be
offered for sale pursuant to the prospectus (the "Prospectus") dated January 10,
2003, as supplemented by the preliminary prospectus supplement dated March 10,
2003 (together with the Prospectus, the "Preliminary Prospectus Supplement"),
and as further supplemented by the final prospectus supplement dated March 20,
2003 (together with the Prospectus, the "Final Prospectus Supplement"), and the
Class X-1, Class X-2, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class R-I, Class R-II and Class R-III
Certificates will be offered for sale pursuant to a Private Placement Memorandum
dated March 20, 2003.

                  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 comprising the interests in REMIC I, each Class
of REMIC II Regular Interests and the Class R-II Certificates


<PAGE>


comprising the interests in REMIC II and each Class of REMIC III Certificates
comprising the interests in REMIC III created hereunder:

                                     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 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 Maturity Date (as defined herein) of the Mortgage Loan to which
the Corresponding REMIC I Regular Interest relates. 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 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.





                                      -2-

<PAGE>


                                    REMIC III


                                   Initial Aggregate
                                      Certificate
REMIC III                              Principal
 Regular          Initial Pass-        Balance or
 Interest            Through            Notional          Final Scheduled
Designation          Rate(a)             Amount          Distribution Date(b)
-----------          -------             ------          --------------------

Class A-1            4.18%            $248,633,000       September 12, 2012
Class A-2            4.92%            $522,232,000       January 12, 2013
Class X-1(c)         0.06%            $931,559,155       March 12, 2015
Class X-2(d)         1.75%            $904,790,000       March 12, 2011
Class B              5.04%             $39,591,000       February 12, 2013
Class C              5.15%             $41,920,000       March 12, 2013
Class D              5.24%              $9,316,000       March 12, 2013
Class E              5.68%              $9,315,000       March 12, 2013
Class F              6.01%             $10,480,000       March 12, 2013
Class G              6.50%              $8,151,000       March 12, 2013
Class H              6.03%             $13,974,000       March 12, 2013
Class J              6.03%              $5,822,000       March 12, 2013
Class K              6.03%              $2,329,000       March 12, 2013
Class L              6.03%              $2,329,000       March 12, 2013
Class M              6.03%              $4,658,000       March 12, 2013
Class N              6.03%              $2,329,000       March 12, 2013
Class O              6.03%             $10,480,155       March 12, 2015
Class R-III(e)        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." The initial
     Pass-Through Rates shown above for Class X-1 and Class X-2 are approximate.
(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)        Each Class X-1 Certificate represents ownership of multiple "regular
     interests" in REMIC III. The Class X-1 Certificates are comprised of the
     following regular interests:
        (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 greater of (i) the rate
        shown on Schedule IX for such Distribution Date and (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-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 greater of (i) the rate
        shown on Schedule X for such Distribution Date and (ii) 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-1D 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 greater of (i) the rate
        shown on Schedule XI for such Distribution Date and (ii) the
        Pass-Through Rate of the Class A-1 Certificates;



                                      -3-

<PAGE>

        (5) the right to receive, on each Distribution Date, the product of (A)
        the Certificate Balance of the Class A-1E 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 greater of (i) the rate
        shown on Schedule XII for such Distribution Date and (ii) the
        Pass-Through Rate of the Class A-1 Certificates;
        (6) the right to receive, on each Distribution Date, the product of (A)
        the Certificate Balance of the Class A-1F 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 greater of (i) the rate
        shown on Schedule XIII for such Distribution Date and (ii) the
        Pass-Through Rate of the Class A-1 Certificates;
        (7) 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 greater of (i) the rate
        shown on Schedule XIII for such Distribution Date and (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-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 greater of (i) the rate
        shown on Schedule XIV for such Distribution Date and (ii) 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-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 greater of (i) the rate
        shown on Schedule XV for such Distribution Date and (ii) 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-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 greater of (i) the rate
        shown on Schedule XVI for such Distribution Date and (ii) the
        Pass-Through Rate of the Class A-2 Certificates;
        (11) 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 greater of (i) the rate
        shown on Schedule XVI for such Distribution Date and (ii) the
        Pass-Through Rate of the Class B Certificates;
        (12) 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 greater of (i) the rate
        shown on Schedule XVI for such Distribution Date and (ii) the
        Pass-Through Rate of the Class C Certificates;
        (13) 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 greater of (i) the rate
        shown on Schedule XV for such Distribution Date and (ii) the
        Pass-Through Rate of the Class C Certificates;
        (14) 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 greater of (i) the rate
        shown on Schedule XIV for such Distribution Date and (ii) the
        Pass-Through Rate of the Class C Certificates;
        (15) 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 greater of (i) the rate
        shown on Schedule XIII for such Distribution Date and (ii) the
        Pass-Through Rate of the Class C Certificates;
        (16) 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 greater of (i) the rate
        shown on Schedule XIII for such Distribution Date and (ii) the
        Pass-Through Rate of the Class D Certificates;
        (17) 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 greater of (i) the rate
        shown on Schedule XIII for such Distribution Date and (ii) the
        Pass-Through Rate of the Class E Certificates;
        (18) 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 greater of (i) the rate
        shown on Schedule XII for such Distribution Date and (ii) the
        Pass-Through Rate of the Class E Certificates;
        (19) the right to receive, on each Distribution Date, the product of (A)
        the Certificate Balance of the Class F-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 greater of (i) the rate
        shown on Schedule XII for such Distribution Date and (ii) the
        Pass-Through Rate of the Class F Certificates;
        (20) the right to receive, on each Distribution Date, the product of (A)
        the Certificate Balance of the Class F-1 Component and (B) one twelfth
        of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
        Rate on


                                      -4-

<PAGE>


        such Distribution Date over (y) the greater of (i) the rate shown on
        Schedule XI for such Distribution Date and (ii) the Pass-Through Rate of
        the Class F Certificates;
        (21) the right to receive, on each Distribution Date, the product of (A)
        the Certificate Balance of the Class G Certificate 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 greater of (i) the rate
        shown on Schedule XI for such Distribution Date and (ii) the
        Pass-Through Rate of the Class G Certificates;
        (22) 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 greater of (i) the rate
        shown on Schedule XI for such Distribution Date and (ii) the
        Pass-Through Rate of the Class H Certificates;
        (23) 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 greater of (i) the rate
        shown on Schedule X for such Distribution Date and (ii) the Pass-Through
        Rate of the Class H Certificates;
        (24) 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 greater of (i) the rate
        shown on Schedule X for such Distribution Date and (ii) the Pass-Through
        Rate of the Class J Certificates;
        (25) 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 greater of (i) the rate
        shown on Schedule X for such Distribution Date and (ii) the Pass-Through
        Rate of the Class K Certificates;
        (26) 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;
        (27) 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;
        (28) 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
        (29) 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)        Each Class X-2 Certificate represents ownership of multiple "regular
     interests" in REMIC III. The Class X-2 Certificates are comprised of the
     following regular interests:
        (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 IX 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 X 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-1D Component and (B) one twelfth
        of the excess (if any) of (i) the lesser of (x) the rate shown on
        Schedule XI 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;
        (4) the right to receive, on each Distribution Date, the product of (A)
        the Certificate Balance of the Class A-1E 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;
        (5) the right to receive, on each Distribution Date, the product of (A)
        the Certificate Balance of the Class A-1F Component and (B) one twelfth
        of the excess (if any) of (i) the lesser of (x) the rate shown on
        Schedule XIII 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;
        (6) 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 (i) the lesser of (x) the rate shown on
        Schedule XIII 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-2B Component and (B) one twelfth
        of the excess (if any) of (i) the lesser of (x) the rate shown on
        Schedule XIV for such


                                      -5-

<PAGE>

        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-2C Component and (B) one twelfth
        of the excess (if any) of (i) the lesser of (x) the rate shown on
        Schedule XV 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;
        (9) 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 XVI 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;
        (10) 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 XVI 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;
        (11) 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 XVI 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;
        (12) 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 XV 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;
        (13) 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 XIV 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;
        (14) 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 (i) the lesser of (x) the rate shown on
        Schedule XIII 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;
        (15) 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 XIII 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;
        (16) 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 XIII 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;
        (17) 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;
        (18) the right to receive, on each Distribution Date, the product of (A)
        the Certificate Balance of the Class F-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 F Certificates;
        (19) the right to receive, on each Distribution Date, the product of (A)
        the Certificate Balance of the Class F-1 Component and (B) one twelfth
        of the excess (if any) of (i) the lesser of (x) the rate shown on
        Schedule XI 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;
        (20) 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 XI 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;
        (21) 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 XI 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;
        (22) 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 X 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;



                                      -6-

<PAGE>


        (23) 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 X 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
        (24) 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 X 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 March 2004, payments made in respect of the
     Class A-1B 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 March 2005, payments made in respect of the Class A-1C 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 March 2006, payments made in
     respect of the Class A-1D Component, Class F-1 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 March 2007, payments made in respect of the
     Class A-1E Component, Class E-1 Component and Class F-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 March 2008, payments made
     in respect of the Class A-1F Component, Class A-2A Component, Class C-1
     Component, Class D Certificates and Class E-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 March 2009, payments made in
     respect of the Class A-2B 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 March 2010, payments made in
     respect of the Class A-2C 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 March 2011, payments made in
     respect of the Class A-2D Component, Class B Certificates and Class C-4
     Component shall not be included in the calculation of the amount paid in
     respect of the Class X-2 Certificates.
(e)        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 $931,559,155.

                  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 first paragraph of Section 12.1(a) hereof (including the
Mortgage Loans) 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
Interests will be designated as the "regular interests" in REMIC III and the
Class R-III Certificates (together with the REMIC Regular Certificates, the
"REMIC III


                                      -7-

<PAGE>

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:

                  "A NOTE" means, with respect to any A/B Mortgage Loan, the
Mortgage Note included in the Trust, which is senior in right of payment to the
related B Note to the extent set forth in the related Intercreditor Agreement.
There are no A Notes in the Trust.

                  "A/B LOAN CUSTODIAL ACCOUNT" means each of the custodial
sub-account(s) of the Certificate Account (but which are 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 related B Note. Any such sub-account(s) shall be
maintained as a sub-account of an Eligible Account.

                  "A/B MORTGAGE LOAN" means any mortgage loan designated as an
A/B Mortgage Loan on the Mortgage Loan Schedule. References herein to an A/B
Mortgage Loan shall be construed to refer to the aggregate indebtedness under
the related A Note and the related B Note. There are no A/B Mortgage Loans in
the Trust. The 1290 Companion Loan is an "A/B Mortgage Loan," as defined under
the 2003-TOP9 Pooling and Servicing Agreement.

                  "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,
other than the Class X Certificates, the Class R-I Certificates, the Class R-II
Certificates and the Class R-III 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.

                  "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 Properties securing any A/B
Mortgage Loan, any 2003-TOP9 Mortgage Loan, the 1290 Pari Passu Loan, the
Oakbrook Center Pari Passu Loan and the Loan Pair).

                  "ADDITIONAL TRUST EXPENSE" means any of the following items:
(i) Special Servicing Fees (other than the Special Servicing Stand-by Fee),
Work-Out Fees and Liquidation


                                      -8-

<PAGE>


Fees (to the extent not collected from the related Mortgagor), (ii) Advance
Interest that cannot be paid in accordance with Section 4.6(c); (iii) amounts
paid to indemnify the Master Servicer, the Special Servicer, the 2003-TOP9
Master Servicer, the 2003-TOP9 Special Servicer, 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 Account or Distribution Account, (v) the amount of any Advance that
is not recovered from the proceeds of a Mortgage Loan (other than the Katy Mills
Pari Passu Loan) or Loan Pair upon a Final Recovery Determination 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 Master Servicer
(or 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 an A/B 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 related B Note. Notwithstanding anything to the
contrary, "Additional Trust Expenses" shall not include allocable overhead of
the Master Servicer, the 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.

                  "ADMINISTRATIVE COST RATE" means the sum of the Master
Servicing Fee Rate, the Excess Servicing Fee Rate, the Special Servicing
Stand-by Fee Rate and the Trustee Fee Rate and in the case of the 1290 Pari
Passu Loan and the Oakbrook Center Pari Passu Loan, the related Pari Passu Loan
Servicing Fee Rate.

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

                  "ADVANCE INTEREST" means interest payable to the Master
Servicer, the Trustee or the Fiscal Agent on outstanding Advances pursuant to
Section 4.5 of this Agreement and any interest payable to the 2003-TOP9 Master
Servicer, the 2003-TOP9 Trustee or the 2003-TOP9 Fiscal Agent with respect to
Pari Passu Loan Nonrecoverable P&I Advances and Pari Passu Nonrecoverable
Servicing 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 such other publication as determined by the Trustee in its reasonable
discretion.

                  "ADVANCE REPORT DATE" means the second 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 as a REMIC or (ii) subject to Section 9.14(e), result in
the imposition of a tax upon the income of any REMIC or any of their respective
assets or transactions, including (without limitation) the tax on



                                      -9-

<PAGE>


prohibited transactions as defined in Code Section 860F(a)(2) 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 REMIC I Regular
Interests or the REMIC II Regular Interests, as the case may be, at any date of
determination. With respect to a Class of Principal Balance Certificates, REMIC
I Regular Interests or REMIC II Regular Interests, 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 licensed 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
Loan Pair, 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
Loan Pair 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 Loan Pair, 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



                                      -10-

<PAGE>


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 Loan
Pair (or, in the case of an REO Property, the related REO Mortgage Loan) less
the principal amount of any guaranty or surety bond with a rating of at least
"BBB-" (or its equivalent) by a nationally recognized statistical rating
organization and the undrawn principal amount of any letter of credit or debt
service reserve, if applicable, that is then securing such Mortgage Loan or Loan
Pair, (ii) to the extent not previously advanced by the Master Servicer, the
Trustee or the Fiscal Agent, all accrued and unpaid interest on such Mortgage
Loan or Loan Pair 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 or Loan Pair, 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 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 full amount of any escrows held by or on behalf of the Trustee
as security for the Mortgage Loan or Loan Pair (less the estimated amount of the
obligations anticipated to be payable in the next twelve months to which such
escrows relate). Each Appraisal or internal valuation for a Required Appraisal
Loan shall be updated annually for so long as an Appraisal Reduction exists. 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 or Loan Pair is
brought current under the then current terms of the Mortgage Loan or Loan Pair
for at least three consecutive months, and no Appraisal Reduction will exist as
to any Mortgage Loan or Loan Pair after it has been paid in full, liquidated,
repurchased or otherwise disposed of. Any Appraisal Reduction in respect of the
1290 Pari Passu Loan and the Oakbrook Center Pari Passu Loan shall be calculated
in accordance with the 2003-TOP9 Pooling and Servicing Agreement based upon the
applicable allocation of the items set forth in clauses (A) and (B) above
between the 1290 Pari Passu Loan and the Oakbrook Center Pari Passu Loan, as
applicable, and the related 2003-TOP9 Mortgage Loan. Any Appraisal Reduction in
respect of the Loan Pair shall be allocated, as between the Katy Mills Pari
Passu Loan and the Katy Mills Companion Loan, pro rata according to their
respective Principal Balances.

                  "APPRAISED VALUE" means, (i) with respect to any Mortgaged
Property (other than the Mortgaged Property relating to the 1290 Pari Passu Loan
and the Oakbrook Center 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 Master Servicer or the Special Servicer,
as applicable or, in the case of an internal valuation performed by the Special
Servicer pursuant to Section 6.9, the value of the Mortgaged Property determined
by such internal valuation and (ii) with respect to the Mortgaged Property
relating to the 1290 Pari Passu Loan and the Oakbrook Center Pari Passu Loan,
the portion of the appraised value allocable thereto.



                                      -11-

<PAGE>


                  "ARD LOAN" means any Mortgage Loan designated as such on the
Mortgage Loan Schedule. There are no ARD Loans in the Trust.

                  "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, the Katy Mills Companion Loan for its Maturity Date
(provided that such Mortgage Loan, the Katy Mills Companion 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, the Katy Mills Companion 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, the Katy Mills Companion Loan or B Note 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, the Katy Mills
Companion Loan or B Note granted or agreed to by the Master Servicer or the
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 or B Note
described in the preceding clause of this definition, the Assumed Scheduled
Payment) that was due in respect of the related Mortgage Loan, the Katy Mills
Companion Loan or B Note on the last Due Date prior to its becoming an REO
Mortgage Loan. The amount of the Assumed Scheduled Payment for any A Note or B
Note shall be calculated solely by reference to the terms of such A Note or 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 Master Servicer
or the Special Servicer pursuant to the terms hereof) and without regard to the
remittance provisions of the related Intercreditor Agreement.



                                      -12-

<PAGE>


                  "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).

                  "AVAILABLE DISTRIBUTION AMOUNT" means, with respect to any
Distribution Date, an amount equal to the aggregate of (a) 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 the Master
Servicer or the Special Servicer through the end of the related Collection
Period 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
Servicer in respect of unpaid Master Servicing Fees, the Special Servicer 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 Account, (v) in the case of each REO Property related to an
A/B Mortgage Loan or the Loan Pair, all amounts received with respect to such
A/B Mortgage Loan or Loan Pair that are required to be paid to the holder of the
related B Note or Katy Mills Companion Loan, as applicable, pursuant to the
terms of the related B Note or Katy Mills Companion Loan, as applicable, and the
related Pari Passu Intercreditor Agreement (which amounts shall be deposited
into the related A/B Loan Custodial Account or Katy Mills Companion Loan
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 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 the Master Servicer, the Trustee or the
Fiscal Agent for such Distribution Date pursuant to Section 4.1 and/or Section
4.3 (and any P&I Advances made by the 2003-TOP9 Master Servicer, the 2003-TOP9
Fiscal Agent or the 2003-TOP9 Trustee in respect of the 1290 Pari Passu Loan and
the Oakbrook Center Pari Passu Loan and other than the portion thereof made in
respect of the Katy Mills Companion Loan), (ii) the aggregate amount of any
Compensating Interest payments made by the Master Servicer for such Distribution
Date pursuant to the terms hereof, and (iii) if such Distribution Date occurs in
March of any year, commencing March 2004, the aggregate of the Interest Reserve
Amounts then held on deposit in the Interest Reserve Account in respect of each
Interest Reserve Loan.

                  "B NOTE" means, with respect to any A/B Mortgage Loan, the
related Mortgage Note not included in the Trust, which is subordinated in right
of payment to the related A Note to the extent set forth in the related
Intercreditor Agreement. There are no B Notes related to the Trust.



                                      -13-

<PAGE>


                  "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, the Scheduled Payment payable on the Maturity Date of such Mortgage Loan.

                  "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.

                  "BENEFIT PLAN OPINION" means an Opinion of Counsel
satisfactory to the Paying Agent and the Master Servicer to the effect that any
proposed transfer will not (i) cause the assets of any REMIC to be regarded as
plan assets for purposes of the Plan Asset Regulations or (ii) give rise to any
fiduciary duty on the part of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent, the Certificate Registrar or the Fiscal
Agent.

                  "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."

                  "BUSINESS DAY" means any day other than (i) a Saturday or a
Sunday, (ii) a legal holiday in New York, New York, San Francisco, California or
the principal cities in which the Special Servicer, the Trustee, the Paying
Agent or the Master Servicer conducts servicing or trust operations, or (iii) a
day on which banking institutions or savings associations in Minneapolis,
Minnesota, Columbia, Maryland, New York, New York, Chicago, Illinois or San
Francisco, California are authorized or obligated by law or executive order to
be closed.



                                      -14-

<PAGE>


                  "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. The 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 Special Servicer to the
Master Servicer), of each Cash Liquidation.

                  "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 the Master Servicer (or any Sub-Servicer on behalf
of the 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 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 herein (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 and (ii) all Realized Losses allocated or deemed to
have been allocated to such Interest or Certificate in reduction of Certificate
Balance pursuant to Section 6.6. The Certificate Balance of the Class A-1A
Component, the Class A-1B Component, the Class A-1C Component, the Class A-1D
Component, the Class A-1E Component and the Class A-1F Component shall equal the
Certificate Balance of the REMIC II Regular Interest A-1A, the REMIC II Regular
Interest A-1B, the REMIC II Regular Interest A-1C, the REMIC II Regular Interest
A-1D, the REMIC II Regular Interest A-1E and the REMIC II Regular Interest A-1F,
respectively. The Certificate Balance of the Class A-2A Component, the Class
A-2B Component, the Class A-2C and the Class A-2D Component shall equal the
Certificate Balance of the REMIC II Regular Interest A-2A, the REMIC II Regular
Interest A-2B, the REMIC II Regular Interest A-2C and the REMIC II Regular
Interest A-2D, respectively. The Certificate Balance of the Class C-1 Component,
the Class C-2 Component, the Class C-3 Component and the Class C-4 Component
shall equal the Certificate Balance of the REMIC II Regular Interest C-1, the
REMIC II Regular Interest C-2, the REMIC II Regular Interest C-3 and the 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 the
REMIC II Regular Interest E-1 and the REMIC II Regular Interest E-2,
respectively. The Certificate Balance of the Class F-1 Component and the Class
F-2 Component shall equal the Certificate Balance of the REMIC II Regular
Interest F-1 and the REMIC II Regular Interest F-2, respectively. The
Certificate Balance of the Class H-1 Component and the Class H-2 Component shall
equal the Certificate Balance of the REMIC II Regular Interest H-1 and the 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



                                      -15-

<PAGE>


Agency (directly or as an indirect participant, in accordance with the rules of
such Clearing Agency).

                  "CERTIFICATE REGISTER" has the meaning set forth 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 set forth in the
definition of "Holder."

                  "CERTIFICATES" means, collectively, the REMIC III
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 or REMIC III Certificates, any Class of such Certificates or
Interests.

                  "CLASS A-1 CERTIFICATES," "CLASS A-2 CERTIFICATES," "CLASS X-1
CERTIFICATES," "CLASS X-2 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 R-I
CERTIFICATES," "CLASS R-II CERTIFICATES," or "CLASS R-III CERTIFICATES," mean
the Certificates designated as "Class A-1," "Class A-2," "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," "Class O," "Class
R-I," "Class R-II" and "Class R-III" respectively, on the face thereof, in
substantially the form attached hereto as Exhibits.

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

                  "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.


                                      -16-

<PAGE>


                  "CLASS A-1D 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-1D.

                  "CLASS A-1E 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-1E.

                  "CLASS A-1F 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-1F.

                  "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 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.


                                      -17-

<PAGE>


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

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

                  "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 and
the Class X-2 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-1D Component, Class A-1E Component, Class A-1F
Component, Class A-2A Component, Class A-2B Component, Class A-2C Component,
Class A-2D 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-1 Component, Class F-2 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, 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-1
Notional Amount for 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 C, Class E, Class F,
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-1D Component, the
Class A-1E Component, , Class A-1F Component, the Class A-2A Component, the
Class A-2B Component, the Class A-2C Component, the Class A-2D 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



                                      -18-
<PAGE>


Class F-1 Component, the Class F-2 Component, the Class H-1 Component and the
Class H-2 Component:

                  (A) for any Distribution Date occurring on or before March
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, the 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-1D Component, Class A-1E Component, Class A-1F Component,
Class A-2A Component, Class A-2B Component, Class A-2C Component, Class A-2D
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-1 Component, Class F-2 Component, 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 IX attached hereto and (2) the
Pass-Through Rate for such Class of Certificates or Components;

                  (B) for any Distribution Date occurring after March 2004 and
on or before March 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 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-1D Component, Class A-1E Component, Class A-1F
Component, Class A-2A Component, Class A-2B Component, Class A-2C Component,
Class A-2D 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-1 Component, Class F-2 Component,
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 on Schedule X attached
hereto and (2) the Pass-Through Rate for such Class of Certificates or
Components;

                  (C) for any Distribution Date occurring after March 2005 and
on or before March 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 H-1
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 Class A-1D Component, Class A-1E Component, Class A-1F Component,
Class A-2A Component, Class A-2B Component, Class A-2C Component, Class A-2D
Component, the 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-1 Component, Class F-2 Component, 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 XI attached
hereto and (2) the Pass-Through Rate for such Class of Certificates or
Components;

                  (D) for any Distribution Date occurring after March 2006 and
on or before March 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 the
Class A-1A Component, Class A-1B Component, Class A-1C Component, Class A-1D
Component, Class F-1 Component, Class G



                                      -19-
<PAGE>


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 Class A-1E Component,
Class A-1F Component, Class A-2A Component, Class A-2B Component, Class A-2C
Component, Class A-2D 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 and Class F-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 March 2007 and
on or before March 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 Class
A-1A Component, Class A-1B Component, Class A-1C Component, Class A-1D
Component, Class A-1E Component, Class E-1 Component, Class F-1 Component, Class
F-2 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
Class A-1F Component, Class A-2A Component, Class A-2B Component, Class A-2C
Component, Class A-2D 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 greater of (1) the rate per annum
corresponding to such Distribution Date as set forth on Schedule XIII attached
hereto and (2) the Pass-Through Rate for such Class of Certificates or
Components;

                  (F) for any Distribution Date occurring after March 2008 and
on or before March 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 the
Class A-1A Component, Class A-1B Component, Class A-1C Component, Class A-1D
Component, Class A-1E Component, Class A-1F Component, Class A-2A Component,
Class C-1 Component, Class D Certificates, Class E-1 Component, Class E-2
Component, Class F-1 Component, Class F-2 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-2B Component, Class A-2C Component,
the Class A-2D Component, the 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 XIV attached
hereto and (2) the Pass-Through Rate for such Class of Certificates or
Components;

                  (G) for any Distribution Date occurring after March 2009 and
on or before March 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 the
Class A-1A Component, Class A-1B Component, Class A-1C Component, Class A-1D
Component, Class A-1E Component, Class A-1F Component, Class A-2A Component,
Class A-2B Component, Class C-1 Component, Class C-2 Component, Class D
Certificates, Class E-1 Component, Class E-2 Component, Class F-1 Component,
Class F-2 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



                                      -20-
<PAGE>


Certificates or such Component and (y) in the case of the Class A-2C Component,
Class A-2D 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 XV attached hereto and (2) the
Pass-Through Rate for such Class of Certificates or Components;

                  (H) for any Distribution Date occurring after March 2010 and
on or before March 2011, 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-1D
Component, Class A-1E Component, Class A-1F Component, Class A-2A Component,
Class A-2B Component, Class A-2C 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-1 Component, Class F-2 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 B
Certificates and the Class C-4 Component, the greater of (1) the rate per annum
corresponding to such Distribution Date as set forth on Schedule XVI attached
hereto and (2) the Pass-Through Rate for such Class of Certificates or
Components; and

                  (I) for any Distribution Date occurring after March 2011, and
for any Class of Certificates or Components, 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 March 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-1D Component, Class A-1E Component, Class A-1F Component, Class A-2A
Component, Class A-2B Component, Class A-2C Component, Class A-2D 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-1 Component, Class F-2 Component, 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
March 2004 and on or before the Distribution Date in March 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
Class A-1C Component, Class A-1D Component, Class A-1E Component, Class A-1F
Component, Class A-2A Component, Class A-2B Component, Class A-2C Component,
Class A-2D 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-1 Component, Class F-2 Component,
Class G


                                      -21-
<PAGE>


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 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
March 2005 and on or before the Distribution Date in March 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
Class A-1D Component, Class A-1E Component, Class A-1F Component, Class A-2A
Component, Class A-2B Component, Class A-2C Component, Class A-2D 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-1 Component, Class F-2 Component, 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;

                  (D) with respect to any Distribution Date occurring after
March 2006 and on or before the Distribution Date in March 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
Class A-1E Component, Class A-1F Component, Class A-2A Component, Class A-2B
Component, Class A-2C Component, Class A-2D 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 and
Class F-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
March 2007 and on or before the Distribution Date in March 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
Class A-1F Component, Class A-2A Component, Class A-2B Component, Class A-2C
Component, Class A-2D 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;

                  (F) with respect to any Distribution Date occurring after
March 2008 and on or before the Distribution Date in March 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-2B Component, Class
A-2C Component, Class A-2D Component, Class 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;


                                      -22-
<PAGE>


                  (G) with respect to any Distribution Date occurring after
March 2009 and on or before the Distribution Date in March 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-2C Component, Class
A-2D 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

                  (H) with respect to any Distribution Date occurring after
March 2010 and on or before the Distribution Date in March 2011 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-2D 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,

                  (A) with respect to any Distribution Date occurring on or
before the Distribution Date in March 2004, the aggregate of the Certificate
Balances of the Class A-1B Component, Class A-1C Component, Class A-1D
Component, Class A-1E Component, Class A-1F Component, Class A-2A Component,
Class A-2B Component, Class A-2C Component, Class A-2D 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-1 Component, Class F-2 Component, 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,


                  (B) with respect to any Distribution Date after the
Distribution Date in March 2004 and on or before the Distribution Date in March
2005, the aggregate of the Certificate Balances of the Class A-1C Component,
Class A-1D Component, Class A-1E Component, Class A-1F Component, Class A-2A
Component, Class A-2B Component, Class A-2C Component, Class A-2D 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-1 Component, Class F-2 Component, 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,


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



                                      -23-
<PAGE>


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

                  (E) with respect to any Distribution Date after the
Distribution Date in March 2007 and on or before the Distribution Date in March
2008, the aggregate of the Certificate Balances of the Class A-1F Component,
Class A-2A Component, Class A-2B Component, Class A-2C Component, Class A-2D
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,

                  (F) with respect to any Distribution Date after the
Distribution Date in March 2008 and on or before the Distribution Date in March
2009, the aggregate of the Certificate Balances of the Class A-2B Component,
Class A-2C Component, Class A-2D Component, Class 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,

                  (G) with respect to any Distribution Date after the
Distribution Date in March 2009 and on or before the Distribution Date in March
2010, the aggregate of the Certificate Balances of the Class A-2C Component,
Class A-2D Component, Class B Certificates, Class C-3 Component and Class C-4
Component as of the close of business on the preceding Distribution Date,

                  (H) with respect to any Distribution Date after the
Distribution Date in March 2010 and on or before the Distribution Date in March
2011, the aggregate of the Certificate Balances of the Class A-2D Component,
Class B Certificate and Class C-4 Component as of the close of business on the
preceding Distribution Date, and

                  (I) with respect to any Distribution  Date occurring after the
Distribution  Date in March 2011, zero.

                  "CLASS X-2 STRIP RATE" means,

                  (A) for any Distribution Date occurring on or before March
2004, with respect to those components of the Class X-2 Notional Amount
outstanding immediately prior to the related Distribution Date, the excess, if
any, of (x) the lesser of (i) the rate per annum corresponding to such
Distribution Date as set forth in Schedule IX 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 March 2004 and
on or before March 2005, with respect to those components of the Class X-2
Notional Amount outstanding immediately prior to the related Distribution Date,
the excess, if any, of (x) the lesser of (i) the rate per annum corresponding to
such Distribution Date as set forth in Schedule X attached



                                      -24-
<PAGE>


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 March 2005 and
on or before March 2006, with respect to those components of the Class X-2
Notional Amount outstanding immediately prior to the related Distribution Date,
the excess, if any, of (x) the lesser of (i) the rate per annum corresponding to
such Distribution Date as set forth in Schedule XI 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 March 2006 and
on or before March 2007, with respect to those components of the Class X-2
Notional Amount outstanding immediately prior to the related Distribution Date,
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 March 2007 and
on or before March 2008, with respect to those components of the Class X-2
Notional Amount outstanding immediately prior to the related Distribution Date,
the excess, if any, of (x) the lesser of (i) the rate per annum corresponding to
such Distribution Date as set forth in Schedule XIII 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 March 2008 and
on or before March 2009, with respect to those components of the Class X-2
Notional Amount outstanding immediately prior to the related Distribution Date,
the excess, if any, of (x) the lesser of (i) the rate per annum corresponding to
such Distribution Date as set forth in Schedule XIV 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;

                  (G) for any Distribution Date occurring after March 2009 and
on or before March 2010, with respect to those components of the Class X-2
Notional Amount outstanding immediately prior to the related Distribution Date,
the excess, if any, of (x) the lesser of (i) the rate per annum corresponding to
such Distribution Date as set forth in Schedule XV 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;

                  (H) for any Distribution Date occurring after March 2010 and
on or before March 2011, with respect to those components of the Class X-2
Notional Amount outstanding immediately prior to the related Distribution Date,
the excess, if any, of (x) the lesser of (i) the rate per annum corresponding to
such Distribution Date as set forth in Schedule XVI 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

                  (I) for any Distribution Date occurring after March 2011, the
Class X-2 Strip Rate for any Certificate or Component will be equal to zero.


                                      -25-
<PAGE>


                  "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 March 27, 2003.

                  "CMSA" means the Commercial Mortgage Securities Association.

                  "CMSA REPORTS" means the Restricted Servicer Reports and the
Unrestricted Servicer Reports, collectively.

                  "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.

                  "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" has the meaning set forth in Section 8.26(a).

                  "COMPENSATING INTEREST" means with respect to any Distribution
Date, an amount equal to the excess of (A) Prepayment Interest Shortfalls
incurred in respect of the Mortgage Loans other than the Specially Serviced
Mortgage Loans resulting from Principal Prepayments on the Mortgage Loans (but
not including the Katy Mills Companion Loan) during the related Collection
Period over (B) Prepayment Interest Excesses resulting from Principal
Prepayments on such Mortgage Loans (but not including the Katy Mills Companion
Loan) during the same Collection Period, but in any event with respect to
Compensating Interest to be paid by the Master Servicer hereunder, not more than
the portion of the aggregate Master Servicing Fee accrued at a rate per annum
equal to 2 basis points for the related Collection Period calculated in respect
of all the Mortgage Loans (including REO Mortgage Loans but not including the
Katy Mills Companion Loan).

                  "COMPONENT" means any of the Class A-1A Component, the Class
A-1B Component, the Class A-1C Component, the Class A-1D Component, the Class
A-1E Component, the Class A-1F Component, the Class A-2A Component, the Class
A-2B Component, the Class A-2C Component, the Class A-2D 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 F-1
Component, the Class F-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



                                      -26-
<PAGE>


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) its related B Note or the Katy Mills Companion Loan, and with
respect to the Mortgaged Property securing a 2003-TOP9 Mortgage Loan and the
1290 Pari Passu Loan or the Oakbrook Center Pari Passu Loan, as applicable, any
portion of such amounts payable to the holder of the 1290 Pari Passu Loan or the
Oakbrook Center Pari Passu Loan.

                  "CONTROLLING CLASS" means the most subordinate Class of REMIC
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 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.

                  "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 2003-HQ2 and
the office of the Certificate Registrar is presently located for certificate
transfer purposes at Wells Fargo Center, Sixth and Marquette Avenue, MAC
#N9303-121, Minneapolis, Minnesota 55479-0113, Attention: Corporate Trust
Services (CMBS)-- Morgan Stanley Dean Witter Capital I Inc. Series 2003-HQ2, and
for all other purposes at 9062 Old Annapolis Road, Columbia, Maryland 21045,
Attention: Corporate Trust Services (CMBS)-- Morgan Stanley Dean Witter Capital
I Inc. Series 2003-HQ2, 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 Servicer, the Paying Agent and the Special Servicer.

                  "CORRESPONDING REMIC I REGULAR INTEREST" means with respect to
each Mortgage Loan, the REMIC I Regular Interest having an initial Certificate
Balance 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 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, the
REMIC II Regular Interest A-1A, REMIC II Regular Interest A-1B, REMIC II Regular
Interest A-1C, REMIC II Regular Interest A-1D, REMIC II Regular Interest A-1E
and REMIC II Regular Interest A-1F, (iii) with respect to the Class A-2
Certificates, the REMIC II Regular Interest A-2A, the REMIC II Regular Interest
A-2B, REMIC II Regular Interest A-2C and REMIC II Regular Interest A-2D, (iv)
with respect to the Class C Certificates, the REMIC II Regular Interest C-1, the
REMIC II Regular Interest C-2, REMIC II Regular Interest C-3 and


                                      -27-

<PAGE>


REMIC II Regular Interest C-4, (v) with respect to the Class E Certificates, the
REMIC II Regular Interest E-1 and the REMIC II Regular Interest E-2, (vi) with
respect to the Class F Certificates, the REMIC II Regular Interest F-1 and the
REMIC II Regular Interest F-2 and (vii) with respect to the Class H
Certificates, the REMIC II Regular Interest H-1 and the REMIC II Regular
Interest H-2.

                  "CROSSED MORTGAGE LOAN" has the meaning set forth in Section
2.3(a).

                  "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 the 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 March 1, 2003. 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 March 1, 2003, and
Scheduled Payments due in March 2003 with respect to Mortgage Loans not having
Due Dates on the first of each month have been deemed received on March 1, 2003,
not the actual day on which such Scheduled Payments were due.

                  "DEBT SERVICE COVERAGE RATIO" means, with respect to any
Mortgage Loan, as of any date of determination and for any period, the amount
calculated for such date of determination in accordance with the procedures set
forth in Exhibit T.

                  "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, the Katy Mills Companion Loan or any 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 or the Katy
Mills Companion 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 or B Note or the
Katy Mills Companion Loan which requires or permits the related Mortgagor (or
permits the holder of such Mortgage Loan or B Note or the Katy Mills Companion
Loan to require the related Mortgagor) to pledge Defeasance Collateral to such
holder in lieu of prepayment.

                  "DEFECTIVE MORTGAGE LOAN" has the meaning set forth in Section
2.3(a).


                                      -28-
<PAGE>


                  "DEFICIENT VALUATION" means, with respect to any Mortgage Loan
(other than an A Note and the Katy Mills Pari Passu Loan) and any A/B Mortgage
Loan and the Loan Pair, a valuation by a court of competent jurisdiction of the
Mortgaged Property (or, with respect to the Mortgaged Property securing the 1290
Pari Passu Loan and the Oakbrook Center Pari Passu Loan and a 2003-TOP9 Mortgage
Loan, the pro rata portion of the valuation allocable to the 1290 Pari Passu
Loan or the Oakbrook Center Pari Passu Loan, as applicable) relating to such
Mortgage Loan or A/B Mortgage Loan or Loan Pair in an amount less than the then
outstanding indebtedness under such Mortgage Loan, A/B Mortgage Loan or Loan
Pair, 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 A/B Mortgage
Loan.

                  "DEFICIENT VALUATION AMOUNT" means (i) with respect to each
Mortgage Loan (other than an A Note and the Katy Mills Pari Passu Loan) and any
A/B Mortgage Loan and the Loan Pair, the amount by which the total amount due
with respect to such Mortgage Loan, A/B Mortgage Loan or Loan Pair (excluding
interest not yet accrued), including the Principal Balance of such Mortgage
Loan, A/B Mortgage Loan or Loan Pair 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 any A Note or the Katy Mills Pari Passu Loan,
the portion of any Deficient Valuation Amount for the related A/B Mortgage Loan
or Loan Pair, as applicable, that is borne by the holder of the A Note or the
Katy Mills Pari Passu Loan, as applicable, under the related Pari Passu
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.

                  "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 Letter of Representations
dated the Closing Date and by and among the Depositor, the Paying Agent and the
Depository.

                  "DETERMINATION DATE" means, with respect to any Distribution
Date, the earlier of (i) the 9th 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 4th Business Day prior to the related Distribution
Date, commencing April 8, 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



                                      -29-
<PAGE>


thereon, in each case other than through an Independent Contractor; provided,
however, that the Trustee (or the Special Servicer on behalf of the Trustee)
shall not be considered to Directly Operate an REO Property solely because the
Trustee (or the Special Servicer on behalf of the Trustee) establishes rental
terms, chooses tenants, enters into or renews leases, deals with taxes and
insurance, or makes decisions as to repairs, 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 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 Master
Servicer 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 REMICs,
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 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.



                                      -30-
<PAGE>


                  "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 12th day of each month or, if
such day is not a Business Day, the next succeeding Business Day, commencing
April 14, 2003.

                  "DUE DATE" means, with respect to a Mortgage Loan, the Katy
Mills Companion Loan or a B Note, the date on which a Scheduled Payment is due.

                  "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 "A-1" by S&P, "P-1" by Moody's and "F-1+"
by Fitch, if the deposits are to be held in the account for 30 days or less, or
(B) long-term unsecured debt obligations are rated at least "AA-" by S&P (or "A"
(without regard to any plus or minus), if the short-term unsecured debt
obligations are rated at least "A-1"), at least "Aa2" by Moody's and at least
"AA" by Fitch, if the deposits are to be held in the account more than 30 days
or (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 the
Certificate Account or the Distribution Account. 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 its parent's (A) commercial paper,
short-term unsecured debt obligations or other short-term deposits are at least
"A-1" in the case of S&P, "P-1" in the case of Moody's and "F-1" in the case of
Fitch, if the deposits are to be held in the account for 30 days or less, or (B)
long-term unsecured debt obligations are rated at least "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, "Aa3" in the case of Moody's and at
least "A+" in the case of Fitch, 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



                                      -31-
<PAGE>


or trust company (including the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent or any Affiliate of the Master Servicer, the 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 "F-1+" by
Fitch, "Prime-1" by Moody's and "A-1+" by S&P 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 Fitch, "Aa2" by Moody's and
"AA-" by S&P 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 the
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 the 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 the 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
"F-1+" by Fitch, "Prime-1" by Moody's and "A-1+" by S&P (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 in the highest long-term category by Fitch, or if not
rated by Fitch then Fitch has issued a Rating Agency Confirmation, the highest
long-term category by Moody's, or if not rated by Moody's, then Moody's has
issued a Rating Agency Confirmation and "AAAm" by S+P;

                      (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" (or its equivalent)
by Fitch, "Aa2" by Moody's and "AA-" by S&P (if rated by Fitch or, if not rated
by Fitch, by S&P or Moody's and another nationally recognized statistical rating
organization), or for which Rating Agency Confirmation is obtained with respect
to such ratings;

                      (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 "AAAm"



                                      -32-
<PAGE>


or "AAAm-G" (or its equivalent rating) by S&P, "Aaa" (or its equivalent rating)
by Moody's and "AAA" (or its equivalent) by Fitch (if so rated by Fitch), 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 Master Servicer at
the 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 Servicer but not yet deposited in the Certificate Account) 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



                                      -33-
<PAGE>

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 the Master Servicer pursuant to Section 8.3(e).

                  "ESCROW AMOUNT" means any amount payable with respect to a
Mortgage Loan (including an A/B 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(a).

                  "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 an 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
(or, in the case of an REO Property related to an A/B Mortgage Loan, a Principal
Prepayment in full had been made with respect to both the related A Note and B
Note), or, in the case of an REO Property related to the Loan Pair, a Principal
Prepayment in full had been made with respect to both the Katy Mills Pari Passu
Loan and the Katy Mills Companion Loan) on the date such proceeds were received.

                  "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 Wells Fargo Bank, National Association
or its successors and assigns, as holder 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"). The holder of excess servicing rights is entitled
to Excess Servicing Fees only with respect to the Mortgage Loans as indicated on
Exhibit J hereto.



                                      -34-
<PAGE>


                  "EXCHANGE ACT" has the meaning set forth in Section 8.26(a).

                  "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.

                  "EXEMPTION" means each of the individual prohibited
transaction exemptions granted by the United States Department of Labor to the
Underwriters, as amended.

                  "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.

                  "FHLMC AUDIT PROGRAM" has the meaning set forth in Section
8.13.

                  "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 RECOVERY DETERMINATION" means a determination with
respect to any Mortgage Loan, B Note or Specially Serviced Mortgage Loan or the
Katy Mills Companion Loan by the Master Servicer in consultation with the
Special Servicer in respect of any Defaulted Mortgage Loan (including a Mortgage
Loan or B Note or the Katy Mills Companion Loan that became an REO Property), 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 Master Servicer or
the Special Servicer, as the case may be, expects to be finally recoverable on
such Mortgage Loan, Katy Mills Companion Loan or B Note, without regard to any
obligation of the 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. The Special Servicer shall be required to provide the Master
Servicer with prompt written notice of any Final Recovery Determination with
respect to any Specially Serviced Mortgage Loan upon making such determination.
The 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.



                                      -35-
<PAGE>


                  "FISCAL AGENT" means ABN AMRO Bank N.V., a banking association
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.

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

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

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

                  "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 Certificates 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 Securities and Exchange 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 Master Servicer (other than the Master Servicer, but which may
be an Affiliate of the Master Servicer), or (B) that is a Specially Serviced
Mortgage Loan, any Person designated by the Special Servicer that would be an
"independent contractor" with respect to a REMIC within the meaning of Section
856(d)(3) of the Code if such REMIC 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 Class R-III Certificates), a Percentage Interest of
35% or more in the Class R-III Certificates or such other interest in any Class
of the Certificates or of the applicable REMIC 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 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 Regulation Section 1.856-4(b)(5), or (ii) any
other Person (including the Master Servicer or the 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



                                      -36-
<PAGE>


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.

                  "INSPECTION REPORT" means the report delivered by the Master
Servicer or the 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, terrorism
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 pursuant to law, the related Mortgage Loan, the Katy Mills Companion
Loan, the related B Note or the Servicing Standard and with respect to the
Mortgaged Property securing a 2003-TOP9 Mortgage Loan and the 1290 Pari Passu
Loan and the Oakbrook Center Pari Passu Loan, any portion of such amounts
payable to the holder of the 1290 Pari Passu Loan and the Oakbrook Center Pari
Passu Loan, as applicable.

                  "INTERCREDITOR AGREEMENT" means, with respect to an A/B
Mortgage Loan, the related intercreditor agreement by and between the holder of
the related A Note and the holder of the related B Note relating to the relative
rights of such holders of the respective A Note and B Note, as the same may be
further amended from time to time in accordance with the terms thereof. There
are no Intercreditor Agreements in connection with A/B Mortgage Loans related to
the Trust.

                  "INTEREST" means a REMIC I Interest or a REMIC II 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 the Master Servicer pursuant to Section 5.1(a), which account
shall be an Eligible Account.



                                      -37-
<PAGE>


                  "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
(12) 30-day months.

                  "INTERESTED PERSON" means, as of any date of determination,
the Master Servicer, the Special Servicer, 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 the Master Servicer or the 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.

                  "KATY MILLS COMPANION LOAN" means the mortgage loan secured by
the related Mortgage on a pari passu basis with the Katy Mills Pari Passu Loan.
The Katy Mills Companion Loan is not a "Mortgage Loan."

                  "KATY MILLS COMPANION LOAN CUSTODIAL ACCOUNT" means each of
the custodial sub-account(s) of the Certificate Account (but which are 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 related Katy Mills Companion Loan.
Any such sub-account(s) shall be maintained as a sub-account of an Eligible
Account.

                  "KATY MILLS PARI PASSU LOAN" means the Mortgage Loan
designated as Mortgage Loan No. 2 on the Mortgage Loan Schedule and which is
secured on a pari passu basis with the Katy Mills Pari Companion Loan. The Katy
Mills Pari Passu Loan is a "Mortgage Loan."

                  "LATE COLLECTIONS" means, with respect to any Mortgage Loan or
B Note or the Katy Mills Companion Loan, 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 Master Servicer or the
Special Servicer, as the case may be, to the extent actually collected from the
Mortgagor as provided in the related Mortgage Loan, Katy Mills Companion Loan or
B Note in connection with a late payment made by such Mortgagor.

                  "LIQUIDATION EXPENSES" means reasonable and direct expenses
incurred by the 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



                                      -38-
<PAGE>


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 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 Liquidation Proceeds received in connection with a final disposition
of a Specially Serviced Mortgage Loan or REO Property and any Condemnation
Proceeds received by the Trust (other than Liquidation Proceeds received in
connection with the 1290 Pari Passu Loan and the Oakbrook Center 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 the Seller pursuant to
Section 2.3, such fee will only be paid by such Seller if repurchased after the
date that is 180 days after the Seller receives notice of the breach or defect
causing the repurchase, (ii) in the case of an A/B Mortgage Loan, such fee will
not be payable if the holder of the related B Note, within 15 days after receipt
of notice that a Servicing Transfer Event has occurred with respect to the
related A Note or the B Note, exercises its option to purchase the A Note
pursuant to the Intercreditor Agreement; provided, that this clause (ii) shall
not be applicable if the holder of the related B Note has exercised its right to
cure three consecutive monetary defaults under the Intercreditor Agreement and a
monetary default occurs in the following month and (iii) in the case of Mortgage
Loan No. 2 (together with any related Companion Loan), such fee shall equal, in
the aggregate, no more than $500,000.

                  "LIQUIDATION PROCEEDS" means proceeds from the sale or
liquidation of a Mortgage Loan, the Katy Mills Companion Loan or a B Note or
related REO Property, 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 a
2003-TOP9 Mortgage Loan and the 1290 Pari Passu Loan or the Oakbrook Center Pari
Passu Loan, as applicable, any portion of such amounts allocable to the 1290
Pari Passu Loan or the Oakbrook Center Pari Passu Loan.

                  "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 recovered 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 any
Intercreditor Agreement or Pari Passu Intercreditor Agreement to be payable or
reimbursable to any holder of a B Note or the Katy Mills Companion Loan. 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.



                                      -39-
<PAGE>


                  "LOAN PAIR" means the Katy Mills Pari Passu Loan and the Katy
Mills Companion Loan, collectively.

                  "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 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 or, in the case of the 1290 Pari Passu Loan or the Oakbrook
Center Pari Passu Loan, the allocable portion thereof.

                  "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 Master Servicer (or a Sub-Servicer
on its behalf) pursuant to which a Lock-Box Account is created.

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

                  "LUXEMBOURG PAYING AGENT" has the meaning set forth in Section
7.18.

                  "LUXEMBOURG TRANSFER AGENT" has the meaning set forth in
Section 7.18.

                  "MAI" means Member of the Appraisal Institute.

                  "MASTER SERVICER" means Wells Fargo Bank, National Association
and its permitted  successors or assigns.

                  "MASTER SERVICER CONSENT MATTERS" 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 REMITTANCE REPORT" means a report prepared by
the Master Servicer and in such media as may be agreed upon by the Master
Servicer and the Paying Agent containing such 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 Servicer, the
Paying Agent and the Depositor may from time to time mutually agree.

                  "MASTER SERVICING FEE" means for each calendar month, as to
each Mortgage Loan and B Note and the Katy Mills Companion Loan (including REO
Mortgage Loans and Defeasance Loans) but not as to the 1290 Pari Passu Loan and
the Oakbrook Center Pari Passu Loan (as to which there is no Master Servicing
Fee payable to the Master Servicer), 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, Katy Mills Companion Loan or B Note for such month) multiplied by the
Scheduled


                                      -40-
<PAGE>


Principal Balance of such Mortgage Loan, Katy Mills Companion Loan or B Note
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 (other than the 1290 Pari Passu Loan and the Oakbrook Center Pari
Passu Loan), the Katy Mills Companion Loan and any B Note (including any
Mortgage Loan relating to an REO Property), the rate per annum specified as such
on the Mortgage Loan Schedule. With respect to the 1290 Pari Passu Loan and the
Oakbrook Center Pari Passu Loan, no Master Servicing Fee Rate is charged by the
Master Servicer, but the Pari Passu Loan Servicing Fee Rate is charged pursuant
to the 2003-TOP9 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 B
Note or the Katy Mills Companion Loan as of any date of determination, the date
on which the last payment of principal is due and payable under the related
Mortgage Loan, Katy Mills Companion Loan or B Note, after taking into account
all Principal Prepayments received and any Deficient Valuation, Debt Service
Reduction Amount or modification of the Mortgage Loan, Katy Mills Companion Loan
or B Note occurring prior to such date of determination, but without giving
effect to (i) any acceleration of the principal of such Mortgage Loan, Katy
Mills Companion Loan or B Note or (ii) any grace period permitted by the related
Mortgage Loan, Katy Mills Companion Loan or B Note.

                  "MODIFICATION FEE" means a fee, if any, collected from a
Mortgagor by the Master Servicer in connection with a modification of any
Mortgage Loan or B Note or the Katy Mills Companion Loan other than a Specially
Serviced Mortgage Loan or collected in connection with a modification by the
Special Servicer 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 Special Servicer or the 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 B Note
or the Katy Mills Companion Loan, 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 charge 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


                                      -41-
<PAGE>


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
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 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 Special Servicing Fee, the
Special Servicing Stand-by Fee, the Excess Servicing Fees and the fees paid to
the 2003-TOP9 Master Servicer and the 2003-TOP9 Special Servicer; (xi) the
amount of Unpaid Interest and Realized Losses, if any, incurred with respect to
the Mortgage Loans, including a breakout by type of such Realized Losses; (xii)
the aggregate amount of Servicing Advances and P&I Advances outstanding
separately stated that have been made by the Master Servicer, the Trustee and
the Fiscal Agent and the aggregate amount of Servicing Advances and P&I Advances
made by the 2003-TOP9 Master Servicer in respect of the 1290 Pari Passu Loan,
the Oakbrook Center Pari Passu Loan and a 2003-TOP9 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 1290 Pari Passu Loan and the Oakbrook
Center Pari Passu Loan, to the extent received from the 2003-TOP9 Master
Servicer, the amount of any appraisal reductions effected under the related
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:


                                      -42-
<PAGE>


                  (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 2003-HQ2, without
recourse, representation or warranty" or if the original Mortgage Note is not
included therein, then a lost note affidavit 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 45th 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 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 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 45th 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 Seller together with (A) 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 (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 2003-HQ2;"

                  (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 Seller, or in the case of an original blanket intervening assignment of



                                      -43-
<PAGE>


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 45th 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 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 45th 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 (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
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 2003-HQ2," which
assignment may be effected in the related Assignment of Mortgage;

                  (vii) the original 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 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) UCC financing statements (together with all
assignments thereof) and (B) UCC-2 or UCC-3 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 Intercreditor
Agreement and the Pari Passu Intercreditor Agreement, and a copy (that is, not
the original) of the mortgage note evidencing the related B Note and the Katy
Mills Companion Loan), if any, related to any Mortgage Loan;


                                      -44-

<PAGE>

                  (xii) either (A) the original of each letter of credit, if
any, constituting additional collateral for such Mortgage Loan, which shall be
assigned and delivered to the Trustee on behalf of the Trust with a copy to be
held by the Master Servicer, and applied, drawn, reduced or released in
accordance with documents evidencing or securing the applicable Mortgage Loan
and this Agreement or (B) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan, which shall be held
by 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 and this 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, the
Master Servicer acknowledges that any letter of credit held by it shall be held
in its capacity as agent of the Trust, and if the Master Servicer sells its
rights to service the applicable Mortgage Loan, the Master Servicer will 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 Master Servicer. The Master Servicer shall indemnify the
Trust for any loss caused by the ineffectiveness of such assignment;

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

                  (xiv) third-party management agreements for hotels and
mortgaged properties securing Mortgage Loans with a Cut-Off Date Principal
Balance equal to or greater than $20,000,000;

                  (xv) any Environmental Insurance Policy;

                  (xvi) any affidavit and indemnification agreement; and

                  (xvii) with respect to the 1290 Pari Passu Loan and the
Oakbrook Center Pari Passu Loan, a copy of the 2003-TOP9 Pooling and Servicing
Agreement, the 1290 Letter Agreement and the Oakbrook Center Letter Agreement.

                  With respect to the 1290 Pari Passu Loan and the Oakbrook
Center 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 such
1290 Pari Passu Loan and the Oakbrook Center Pari Passu Loan, as applicable,
with respect to which the originals shall be required), including a copy of the
related 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


                                      -45-
<PAGE>


from time to time, and Mortgage Loan shall also include any Defeasance Loan and
the 1290 Pari Passu Loan and the Oakbrook Center Pari Passu Loan (but shall not
include any 2003-TOP9 Mortgage Loan) and with respect to (i) any A/B Mortgage
Loan, shall include the A Note (but shall not include the related B Note) and
(ii) the Loan Pair, shall include the Katy Mills Pari Passu Loan (but shall not
include the related Katy Mills Companion Loan).

                  "MORTGAGE LOAN PURCHASE AGREEMENT" means that certain Mortgage
Loan Purchase Agreement between MSMC and the Depositor dated as of March 20,
2003 with respect to the MSMC Loans, a form of which is attached hereto as
Exhibit K.

                  "MORTGAGE LOAN SCHEDULE" or "LOAN SCHEDULE" means the schedule
attached hereto as Schedule I, which identifies each MSMC Loan as such schedule
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 B Note or
the Katy Mills Companion Loan, the per annum rate at which interest accrues on
such Mortgage Loan, Katy Mills Companion Loan or B Note.

                  "MORTGAGED PROPERTY" means the real property, together with
improvements thereto, securing the indebtedness of the Mortgagor under the
related Mortgage Loan and, in the case of an A/B Mortgage Loan, the related B
Note and, in the case of the Loan Pair, the Katy Mills Companion 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.

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

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

                  "NET AGGREGATE PREPAYMENT INTEREST SHORTFALL" means for any
Distribution Date, with respect to all Mortgage Loans which are not Specially
Serviced Mortgage Loans, the excess, if any, of aggregate Prepayment Interest
Shortfalls for such Mortgage Loans over the sum of (A) the Compensating Interest
to be paid by the Master Servicer on such Distribution Date and (B) the
aggregate Prepayment Interest Excesses for such Collection Period for all
Mortgage Loans which are not Specially Serviced Mortgage Loans.

                  "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.

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



                                      -46-
<PAGE>


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

                  "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 Regulation
Section 1.860E-1(c).

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

                  "NONRECOVERABLE ADVANCE" means any of the following (i) the
Pari Passu Loan Nonrecoverable P&I Advances (including interest accrued thereon
at the Advance Rate); (ii) the Pari Passu Loan Nonrecoverable Servicing Advances
(including interest accrued thereon at the Advance Rate) and (iii) the portion
of any Advance (including interest accrued thereon at the Advance Rate)
previously made or proposed to be made by the Master Servicer, the Trustee or
the Fiscal Agent that, in its respective sole discretion, exercised in good
faith and, with respect to the 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 or the Katy Mills Companion Loan (and
taking into consideration any Crossed Mortgage Loans) (in the case of P&I
Advances and Servicing Advances) or B Note (in the case of 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. 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 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 or the Katy
Mills Companion Loan (in the case of P&I Advances and Servicing Advances) or B
Note (in the case of Servicing Advances) will be recoverable, the 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 Master
Servicer's determination as to the recoverability of any Advance shall be
conclusive and binding on the Certificateholders and, in the case of any B Note
or the Katy Mills Companion Loan, the holder of the B Note or the Katy Mills
Companion Loan, as applicable, and may, in all cases, be relied on by the
Trustee and the Fiscal Agent. Absent bad faith or breach of the servicing
standard under the 2003-TOP9 Pooling and Servicing Agreement, the determination
as to the recoverability of any advance made with respect to the 1290 Pari Passu
Loan or the Oakbrook Center Pari Passu Loan pursuant to the 2003-TOP9 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 Master Servicer.


                                      -47-
<PAGE>


                  "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.

                  "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 and (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.

                  "OAKBROOK CENTER COMPANION LOAN" means the mortgage loan
secured by the Oakbrook Center Pari Passu Mortgage on a pari passu basis with
the Oakbrook Center Pari Passu Loan. The Oakbrook Center Companion Loan is not a
"Mortgage Loan."

                  "OAKBROOK CENTER LETTER AGREEMENT" means that certain letter
agreement dated February 6, 2003 by and among the 2003-TOP9 Master Servicer, the
2003-TOP9 Special Servicer, the 2003-TOP9 Trustee, the 2003-TOP9 Paying Agent,
the 2003-TOP9 Fiscal Agent and Morgan Stanley Dean Witter Mortgage Capital Inc.,
as initial holder of the Oakbrook Center Companion Loan, relating to certain
servicing matters with respect to the Oakbrook Center Pari Passu Loan and the
Oakbrook Center Companion Loan.

                  "OAKBROOK CENTER PARI PASSU LOAN" means the Mortgage Loan
designated as Mortgage Loan No. 3 on the Mortgage Loan Schedule and which is
secured on a pari passu basis with the Oakbrook Center Companion Loan and any
other note secured by the related Mortgaged Property on a pari passu basis
pursuant to the Oakbrook Center Pari Passu Mortgage. The Oakbrook Center Pari
Passu Loan is a "Mortgage Loan."

                  "OAKBROOK CENTER PARI PASSU MORTGAGE" means the Mortgage
securing the Oakbrook Center Companion Loan and the Oakbrook Center Pari Passu
Loan.

                  "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 Master Servicer and the Special Servicer, 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 the 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, Vice
President, Second Vice President or Assistant Vice President 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.



                                      -48-
<PAGE>


                  "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 Trustee and the Paying Agent, reasonably acceptable in form and
substance to the Trustee and the Paying Agent, and who is not in-house counsel
to the party required to deliver such opinion but who, in the good faith
judgment of the Trustee and the Paying Agent, 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.

                  "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 or the Katy Mills Companion Loan as to
which all or a portion of the Scheduled Payment (other than a Balloon Payment)
due during the related Collection Period was not received by the Master Servicer
as of the related Determination Date (subject to Section 5.1(h)), the portion of
such Scheduled Payment not received; (ii) with respect to any Balloon Mortgage
Loan or the Katy Mills Companion Loan (including any REO Property as to which
the related Mortgage Loan provided for a Balloon Payment) as to which a Balloon
Payment was due during or prior to the related Collection Period but was
delinquent, in whole or in part, as of the related Determination 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 Mortgage Loan or the Katy Mills
Companion Loan related to such REO Property during the related Collection
Period, over remittances of REO Income (or, in the case of the Katy Mills Pari
Passu Loan or the Katy Mills Companion Loan, the portion thereof allocable to
such Katy Mills Pari Passu Loan or Katy Mills Companion Loan under the
applicable Pari Passu Intercreditor Agreement and Section 1.6 of this Agreement)
to the Master Servicer by the 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 interest portion of
any Scheduled Payment or Assumed Scheduled Payment shall be advanced at a per
annum rate equal to the sum of the REMIC I Net Mortgage Rate relating to such
Mortgage Loan, Katy Mills Companion Loan or REO Mortgage Loan and the Trustee
Fee Rate, such that the Scheduled Payment or Assumed Scheduled Payment to be
advanced as a P&I Advance shall be net of the Master Servicing Fee, the Excess
Servicing Fee and the Special Servicing Stand-by Fee; and provided, further,
that the Scheduled Payment or Assumed Scheduled Payment for any Mortgage Loan
which has been modified shall be calculated based on its terms as modified and
provided, further, that the interest component of any P&I Advance with respect
to a Mortgage Loan (or the Katy Mills Pari Passu Loan or the Katy Mills
Companion Loan) as to which there has been an Appraisal Reduction shall be an



                                      -49-
<PAGE>


amount equal to the product of (i) the amount of interest required to be
advanced without giving effect to this proviso and (ii) a fraction, the
numerator of which is the Principal Balance of such Mortgage Loan or the Katy
Mills Companion Loan as of the immediately preceding Determination Date less any
Appraisal Reduction applicable to such Mortgage Loan (or, in the case of the
Katy Mills Pari Passu Loan or the Katy Mills Companion Loan, the portion thereof
allocable to such Katy Mills Pari Passu Loan or Katy Mills Companion Loan under
the applicable Pari Passu Intercreditor Agreement and Section 1.6 of this
Agreement) and the denominator of which is the Principal Balance of such
Mortgage Loan or the Katy Mills Companion Loan as of such Determination Date.
All P&I Advances for any Mortgage Loans or the Katy Mills Companion Loan that
have been modified shall be calculated on the basis of their terms as modified.

                  "P&I ADVANCE AMOUNT" means, with respect to any Mortgage Loan
or REO Property or the Katy Mills Companion Loan, the amount of the P&I Advance
for each Mortgage Loan or the Katy Mills Companion Loan computed for any
Distribution Date (or, in the case of an REO Property related to the Loan Pair,
the sum of the amount of the P&I Advance for the Katy Mills Pari Passu Loan and
the amount of the P&I Advance for the Katy Mills Companion Loan).

                  "PARI PASSU INTERCREDITOR AGREEMENT" means, (i) with respect
to Mortgage Loan No. 1, that certain intercreditor agreement, dated January 24,
2003, by and between the holders of the 1290 Pari Passu Loan, the 1290 Companion
Loan and any other note secured by the related Mortgaged Property on a pari
passu basis relating to the relative rights of such holders, as amended by the
1290 Letter Agreement, and as the same may be further amended from time to time
in accordance with the terms thereof and (ii) with respect to Mortgage Loan No.
3, that certain intercreditor agreement, dated January 24, 2003, by and between
the holders of the Oakbrook Center Pari Passu Loan, the Oakbrook Center
Companion Loan and any other note secured by the related Mortgaged Property on a
pari passu basis relating to the relative rights of such holders, as amended by
the Oakbrook Center Letter Agreement, and as the same may be further amended
from time to time in accordance with the terms thereof.

                  "PARI PASSU LOAN NONRECOVERABLE P&I ADVANCE" means any
"Nonrecoverable P&I Advance" (as defined in the 2003-TOP9 Pooling and Servicing
Agreement) made with respect to the 1290 Pari Passu Loan or the Oakbrook Center
Pari Passu Loan pursuant to and in accordance with the 2003-TOP9 Pooling and
Servicing Agreement.

                  "PARI PASSU LOAN NONRECOVERABLE SERVICING ADVANCE" means any
"Nonrecoverable Servicing Advance" (as defined in the 2003-TOP9 Pooling and
Servicing Agreement) made with respect to the 1290 Pari Passu Loan or the
Oakbrook Center Pari Passu Loan pursuant to and in accordance with the 2003-TOP9
Pooling and Servicing Agreement; provided that if the 2003-TOP9 Master Servicer
shall have made a "Servicing Advance" (as defined in the 2003-TOP9 Pooling and
Servicing Agreement) in the nature of an expenditure benefiting the related
Mortgaged Property generally, the portion thereof attributable to the 1290 Pari
Passu Loan or the Oakbrook Center Pari Passu Loan shall be determined based on
the outstanding balances of the 1290 Pari Passu Loan or the Oakbrook Center Pari
Passu Loan, as applicable, and the related 2003-TOP9 Mortgage Loan on a pari
passu basis on the date such advance was made.



                                      -50-
<PAGE>


                  "PARI PASSU LOAN SERVICING FEE RATE" means the "Master
Servicing Fee Rate" and any other servicing fee rate (other than those payable
to the 2003-TOP9 Master Servicer) applicable to the 1290 Pari Passu Loan and the
Oakbrook Center Pari Passu Loan as defined in the 2003-TOP9 Pooling and
Servicing Agreement.

                  "PARI PASSU MORTGAGE" means the 1290 Pari Passu Mortgage
and/or the Oakbrook Center Pari Passu Mortgage as applicable.

                  "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
Regular Certificates, other than the 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 X
Certificates, for each Distribution Date), the Pass-Through Rates for (i) the
REMIC I Regular Interests shall equal the REMIC I Net Mortgage Rate on the
related Mortgage Loan for such Distribution Date, (ii) the REMIC II Regular
Interests shall equal the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date, (iii) the Class A-1, Class A-2, Class B, Class C and Class D
Certificates, the fixed rate corresponding to such Class set forth in the
Preliminary Statement hereto, (iv) the Class E Certificates shall equal the
lesser of 5.68% per annum and the Weighted Average REMIC I Net Mortgage Rate for
such Distribution Date, (v) the Class F Certificates shall equal the Weighted
Average REMIC I Net Mortgage Rate for such Distribution Date less 0.58%, (vi)
the Class G Certificates shall equal the Weighted Average REMIC I Net Mortgage
Rate for such Distribution Date less 0.09%, (vii) 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, the per annum rate equal
to the product of the Accrued Certificate Interest thereon for such Distribution
Date and 12, divided by the Class X-1 Notional Amount and (ix) the Class X-2
Certificates, the per annum rate equal to the product of the Accrued Certificate
Interest thereon for such Distribution Date and 12, divided by the Class X-2
Notional Amount. The Pass-Through Rate for the Class A-1A Component, the Class
A-1B Component, the Class A-1C Component, the Class A-1D Component, the Class
A-1E Component and the Class A-1F 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 and the Class A-2D Component
shall equal the Pass-Through Rate of the Class A-2 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 F-1 Component and the
Class F-2 Component shall equal the Pass-Through Rate of the Class F
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.



                                      -51-
<PAGE>


                  "PAYING AGENT" means Wells Fargo Bank Minnesota, National
Association and any successor or assign, as provided herein. The Luxembourg
Paying Agent shall not be the Paying Agent and the duties of the Luxembourg
Paying Agent shall be distinct from the duties of the Paying Agent.

                  "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.

                  "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 a
Disqualified Organization.

                  "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 each of Morgan Stanley & Co.
Incorporated, Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner &
Smith Incorporated or its respective successor in interest.

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

                  "PLAN ASSET  REGULATIONS" means the Department of Labor
regulations  set forth in 29 C.F.R.ss. 2510.3-101.

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

                  "PREPAYMENT INTEREST EXCESS" means for any Distribution Date
and the related Collection Period, during which a full or partial Principal
Prepayment (including payment of a Balloon Payment other than in connection with
the foreclosure or liquidation of a Mortgage Loan) is made after the Due Date
for such Mortgage Loan through and including the last day of



                                      -52-
<PAGE>


the Collection Period, the amount of interest that accrues on the amount of such
Principal Prepayment from such Due Date to the date such payment was made, plus
(if made) any payment by the Mortgagor of interest that would have accrued to
the next succeeding Due Date (net of the Master Servicing Fee, the Excess
Servicing Fees, the Special Servicing Fee, the Special Servicing Stand-by Fee,
the servicing fee and trustee fee payable in connection with the 1290 Pari Passu
Loan and the Oakbrook Pari Passu Loan (in the case of the 1290 Pari Passu Loan
and the Oakbrook Pari Passu Loan) and the Trustee Fee), to the extent collected.

                  "PREPAYMENT INTEREST SHORTFALL" means, with respect to any
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 payment of a Balloon Payment other than in connection with the
foreclosure or liquidation of a Mortgage Loan) made during any Collection Period
prior to the Due Date for such Mortgage Loan in such Collection Period
(including any shortfall resulting from such 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 if the Mortgage
Loan had paid on its Due Date and such Principal Prepayment or Balloon Payment
had not been made (net of the Master Servicing Fee, the Excess Servicing Fees,
the Special Servicing Fee, the Special Servicing Stand-by Fee, the servicing fee
and trustee fee payable in connection with the 1290 Pari Passu Loan and the
Oakbrook Pari Passu Loan (in the case of the 1290 Pari Passu Loan and the
Oakbrook Pari Passu Loan) and the Trustee Fee) over (B) the aggregate interest
that did so accrue through the date such payment was made (net of such fees).

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

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

                  "PRINCIPAL BALANCE" means, with respect to any Mortgage Loan,
B Note or REO Mortgage Loan or the Katy Mills Companion Loan, for purposes of
performing calculations with respect to any Distribution Date, the principal
balance of such Mortgage Loan, Katy Mills Companion Loan, 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 on or prior to the Cut-Off Date
(assuming, for any Mortgage Loan or B Note or the Katy Mills Companion Loan with
a Due Date in March 2003 that is not March 1, 2003, that principal and interest
payments for such month were paid on March 1, 2003), reduced (to not less than
zero) by (i) any payments or other collections of amounts allocable to principal
on such Mortgage Loan, Katy Mills Companion Loan, B Note or 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 Collection
Period.



                                      -53-
<PAGE>


                  "PRINCIPAL BALANCE CERTIFICATES" means, collectively, the
Class A-1, Class A-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.

                  "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 Katy Mills Companion Loan or any B
Note or its successor REO Mortgage Loan) for their respective Due Dates
occurring during the related Collection Period; (ii) all payments (including
Principal Prepayments and the principal portion of Balloon Payments but not in
respect of the Katy Mills Companion Loan or any B Note or its respective
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 that were identified and applied by the Master
Servicer as recoveries of principal thereof.

                  "PRINCIPAL PREPAYMENT" means any voluntary or involuntary
payment or collection of principal on a Mortgage Loan or B Note or the Katy
Mills Companion Loan which is received or recovered in advance of its scheduled
Due Date and applied to reduce the Principal Balance of the Mortgage Loan, Katy
Mills Companion Loan or 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.

                  "PRIVATE PLACEMENT MEMORANDUM" means the Private Placement
Memorandum dated March 20, 2003, pursuant to which the Class X-1, Class X-2,
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.

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

                  "PURCHASE PRICE" means, with respect to the purchase by the
Seller or liquidation by the Special Servicer of (i) a Mortgage Loan or an REO
Mortgage Loan pursuant to Article II of this Agreement, (ii) an REO Mortgage
Loan pursuant to Section 9.15 or (iii) a Mortgage Loan 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 in which such purchase or liquidation occurs, plus
(C) the amount of any expenses related to such Mortgage Loan and/or (if
applicable) its related B Note or the Katy Mills Companion Loan 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) its
related B Note or the Katy Mills Companion Loan) related to such Mortgage Loan
and/or (if applicable) its related B Note or the Katy Mills



                                      -54-
<PAGE>


Companion Loan and all Special Servicing Fees and Liquidation Fees paid with
respect to the Mortgage Loan and/or (if applicable) its related B Note or the
Katy Mills Companion Loan) that are reimbursable or payable to the Master
Servicer, the Special Servicer, the Paying Agent, the Trustee, the Fiscal Agent,
the 2003-TOP9 Master Servicer or the 2003-TOP9 Special Servicer, plus (D) if
such Mortgage Loan or REO Mortgage Loan is being repurchased or substituted for
by the Seller pursuant to the Mortgage Loan Purchase Agreement, all expenses
reasonably incurred or to be incurred by the Master Servicer, the Special
Servicer, the Depositor, the Paying Agent or the Trustee 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
Master Servicer in connection with: (i) the repurchase of a Mortgage Loan or an
REO Mortgage Loan by the Seller pursuant to Section 2.3 or (ii) the purchase of
the Mortgage Loans and REO Properties by the Depositor, the Master Servicer, the
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 B Note or the Katy Mills Companion Loan, 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 Fitch, or if not so rated, then Fitch has issued a Rating
Agency Confirmation, "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 "A" by S&P if
rated by S&P or if not rated by S&P, then S&P 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 Fitch if rated by Fitch, or if not rated by
Fitch, then rated A:IX by A.M Best or Fitch has issued a Rating Agency
Confirmation, "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 "A" by S&P if rated by
S&P or if not rated by S&P, then S&P 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).



                                      -55-
<PAGE>


                  "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 Master Servicer for deposit into the 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 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 Special Servicer, consistent with
the Servicing Standard raise material issues that have not been adequately
addressed; and (viii) as to which the Trustee and the Paying Agent have received
an Opinion of Counsel, at the 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 Rated Final 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 (ii) above and the remaining
term to stated maturity referred to in clause (iii) above shall be determined on
a weighted average basis. Whenever a Qualifying Substitute Mortgage Loan is
substituted for a Deleted Mortgage Loan pursuant to this Agreement, the party
effecting such substitution shall certify that such Mortgage Loan meets all of
the requirements of this definition and shall send such certification to the
Paying Agent, which shall deliver a copy of such certification to the Special
Servicer, the Trustee and the Operating Adviser promptly, and in any event
within five Business Days following the Paying Agent's receipt of such
certification.



                                      -56-
<PAGE>


                  "RATED FINAL DISTRIBUTION DATE" means with respect to each
rated Class of Certificates, the Distribution Date in March 2035.

                  "RATING AGENCIES" means Fitch, 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, 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.



                                      -57-
<PAGE>


                  "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, Katy Mills Companion Loan
or 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 or such amounts have been forgiven. An
A Note shall not constitute a Rehabilitated Mortgage Loan unless its related B
Note would constitute a Rehabilitated Mortgage Loan. A B Note shall not
constitute a Rehabilitated Mortgage Loan unless its related A Note also would
constitute a Rehabilitated Mortgage Loan. The Katy Mills Pari Passu Loan shall
not constitute a Rehabilitated Mortgage Loan unless the Katy Mills Companion
Loan would constitute a Rehabilitated Mortgage Loan. The Katy Mills Companion
Loan shall not constitute a Rehabilitated Mortgage Loan unless the Katy Mills
Pari Passu Loan 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 Account 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 any B Note or the Katy Mills Companion Loan therein) and any REO
Properties (other than the interests of the holder of any B Note or the Katy
Mills Companion Loan 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 2003-TOP9 Mortgage Loans and any
amounts payable thereon shall not constitute an asset of the Trust or any REMIC
Pool


                                      -58-
<PAGE>


formed hereunder. No B Note or any amounts payable thereon shall constitute
an asset of the Trust or any REMIC Pool formed hereunder. The Katy Mills
Companion Loan or 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 REMIC I Regular Interest, a rate per annum equal
(a) with respect to any Mortgage Loan that accrues interest on the basis of a
360-day year consisting of twelve (12) 30-day months ("30/360 basis"), (i) 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, minus (ii) the
Administrative Cost Rate, and (b) with respect to any Mortgage Loan that accrues
interest on a basis other than a 30/360 basis, the annualized 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 net interest that would have
accrued during the related loan accrual period assuming a net interest rate
equal to the rate described in clause (a) above, and assuming an interest
accrual basis that is the same as the actual interest accrual basis of such
Mortgage Loan, provided that for purposes of this clause (b), (i) the REMIC I
Net 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 Account and (ii) the REMIC I Net 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 Account.

                  "REMIC I REGULAR INTERESTS" means, collectively, the
uncertificated interests designated as "regular interests" in REMIC I, which
shall consist of, with respect to each 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.

                  "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 $6,973,000, 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


                                      -59-
<PAGE>


Balance equal to $93,252,000, 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 $38,833,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

                  "REMIC II REGULAR INTEREST A-1D" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having initial Certificate Balance equal to $36,640,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

                  "REMIC II REGULAR INTEREST A-1E" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having initial Certificate Balance equal to $42,747,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

                  "REMIC II REGULAR INTEREST A-1F" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having initial Certificate Balance equal to $30,188,000, 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 an initial Certificate Balance equal to $4,989,000, 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 an initial Certificate Balance equal to $33,370,000, 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 an initial Certificate Balance equal to $31,590,000, 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 $452,283,000, 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 a Certificate Balance equal to the 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.



                                      -60-
<PAGE>


                  "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 $239,000, 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 $12,683,000, 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 $11,717,000, 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 $17,281,000, 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 a Certificate Balance equal to the 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 $6,355,000, 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 $2,960,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

                  "REMIC II REGULAR INTEREST F-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 $900,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

                  "REMIC II REGULAR INTEREST F-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 $9,580,000, 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 a Certificate Balance



                                      -61-
<PAGE>


equal to the 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 $7,036,000, 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 $6,938,000, 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 a Certificate Balance equal to the 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 a Certificate Balance equal to the 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 a Certificate Balance equal to the 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 a Certificate Balance equal to the 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 a Certificate Balance equal to the 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 a Certificate Balance equal to the 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 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-1D, REMIC II Regular Interest A-1E, REMIC II
Regular Interest A-1F, 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 B, REMIC II Regular


                                      -62-
<PAGE>


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-1,
REMIC II Regular Interest F-2, 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.

                  "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 INTERESTS" means, collectively, the Class
A-1 Certificates, Class A-2 Certificates, Class X-1 Certificates (each Class X-1
Certificate representing multiple "regular interests" in REMIC III), Class X-2
Certificates (each Class X-2 Certificate representing multiple "regular
interests" in REMIC III), 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.

                  "REMIC REGULAR CERTIFICATES" means, collectively, the Class A,
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.

                  "RENT LOSS POLICY" or "RENT LOSS INSURANCE" 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 Master Servicer or
the 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.


                                      -63-

<PAGE>


                  "REO INCOME" means, with respect to any REO Property that had
not been security for an A/B Mortgage Loan for any Collection Period, 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 or, with respect
to an REO Property that had been security for an A/B Mortgage Loan or Loan Pair,
the portion of the amounts described above received with respect to such REO
Property and allocable to the related A Note or the Katy Mills Pari Passu Loan,
as applicable, pursuant to the related Pari Passu Intercreditor Agreement. With
respect to the 1290 Pari Passu Loan and the Oakbrook Center Pari Passu Loan (if
the 2003-TOP9 Special Servicer has foreclosed upon the Mortgaged Property
secured by the related Pari Passu Mortgage), the REO Income shall comprise only
such portion of the foregoing that is payable to the holder of the 1290 Pari
Passu Loan or the Oakbrook Center Pari Passu Loan, as applicable.

                  "REO MORTGAGE LOAN" means a Mortgage Loan or B Note or the
Katy Mills Companion 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 1290 Pari Passu Loan or the
Oakbrook Center Pari Passu Loan and the related 2003-TOP9 Mortgage Loan, Loan
Pair or the Mortgaged Property securing an A/B Mortgage Loan 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.

                  "REPORT DATE" means the third Business Day before the related
Distribution Date.

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

                  "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 Loan Pair
as to which an Appraisal Event has occurred. A Mortgage Loan or Loan Pair 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 Corporate 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,


                                      -64-
<PAGE>


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 changed
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 Servicer (combining reports in such forms prepared by the Master Servicer
and the Special Servicer (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 finally to the Class X and Class A Certificates,
on a pro rata basis, as described herein.

                  "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.

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

                  "SCHEDULE XIX LOANS" has the meaning set forth in Section
8.30.

                  "SCHEDULED PAYMENT" means each scheduled payment of principal
of, and/or interest on, a Mortgage Loan or B Note or the Katy Mills Companion
Loan required to be paid on its Due Date by the Mortgagor in accordance with the
terms of the related Mortgage Note or B Note or the Katy Mills Companion Loan
(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
any A Note or B Note or the Katy Mills Pari Passu Loan or the Katy Mills
Companion Loan shall be calculated without regard to the related Pari Passu
Intercreditor Agreement.

                  "SCHEDULED PRINCIPAL BALANCE" means, with respect to any
Mortgage Loan, B Note or REO Mortgage Loan or the Katy Mills Companion 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, Katy Mills
Companion Loan, B Note or REO Mortgage Loan.

                  "SELLER" means MSMC.


                                      -65-

<PAGE>


                  "SENIOR CERTIFICATES" means the Class A and Class X
Certificates.

                  "SERVICER ERRORS AND OMISSIONS INSURANCE POLICY" or "ERRORS
AND OMISSIONS INSURANCE POLICY" means an errors and omissions insurance policy
maintained by the Master Servicer, the 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 the Master
Servicer, the 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 the Master Servicer's, the Special Servicer's, the
Trustee's, the Fiscal Agent'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 copies of the mortgage
documents listed in the definition of Mortgage File relating to a Mortgage Loan
and shall also 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, 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.

                  "SERVICING ADVANCE" means any cost or expense of the Master
Servicer, 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 the Master Servicer, the Special Servicer, the Trustee or the Fiscal
Agent, as the case may be, to protect and preserve the security for such
Mortgage Loan and/or (if applicable) the related B Note or the Katy Mills
Companion Loan.

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

                  "SERVICING STANDARD" means, with respect to the Master
Servicer or the Special Servicer, as the case may be, to service and administer
the Mortgage Loans (and any B Note and the Katy Mills Companion Loan) 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 any B Note, the related holder of the B
Note, and in the case of the Katy Mills Companion Loan, the holder of the Katy
Mills Companion Loan) (as determined by the Master Servicer or the Special
Servicer, as the case may be, in its good faith



                                      -66-
<PAGE>


and reasonable judgment), in accordance with applicable law, the terms of this
Agreement and the terms of the respective Mortgage Loans, the Katy Mills
Companion Loan and any B Note (and, in the case of any Loan Pair, A Note and B
Note, the related Intercreditor Agreement or Pari Passu Intercreditor Agreement,
as applicable) and, to the extent consistent with the foregoing, further as
follows:

                  (a) 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 hereunder;

                  (b) with a view to the timely collection of all scheduled
payments of principal and interest under the Mortgage Loans and any B Note and
the Katy Mills Companion Loan or, if a Mortgage Loan or any B Note or the Katy
Mills Companion Loan comes into and continues in default and if, in the good
faith and reasonable judgment of the Special Servicer, no satisfactory
arrangements can be made for the collection of the delinquent payments, the
maximization of the recovery on such Mortgage Loan to the Certificateholders (as
a collective whole) (or in the case of any A/B Mortgage Loan and its related B
Note or the Loan Pair, the maximization of recovery on such A/B Mortgage Loan or
Loan Pair, as applicable, to the Certificateholders and the holder of the
related B Note or Loan Pair, as applicable, all taken as a collective whole) on
a present value basis (the relevant discounting of anticipated collections that
will be distributable to Certificateholders to be performed at the related REMIC
I Net Mortgage Rate, in the case of the Mortgage Loans (other than any A Note or
the Katy Mills Pari Passu Loan) or the weighted average of the mortgage rates on
the related A Note and B Note, in the case of any A/B Mortgage Loan, and on the
Katy Mills Pari Passu Loan and the Katy Mills Companion Loan); and without
regard to: (I) any other relationship that the Master Servicer or the Special
Servicer, as the case may be, or any Affiliate thereof may have with the related
Mortgagor; (II) the ownership of any Certificate or any interest in the Katy
Mills Companion Loan or a B Note by the Master Servicer or the Special Servicer,
as the case may be, or any Affiliate thereof; (III) the Master Servicer's
obligation to make Advances; and (IV) the right of the Master Servicer (or any
Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the
case may be, to receive reimbursement of costs, or the sufficiency of any
compensation payable to it, hereunder or with respect to any particular
transaction.

                  "SERVICING TRANSFER EVENT" means the occurrence of any of the
following events: (i) any Mortgage Loan or B Note or the Katy Mills Companion
Loan as to which a Balloon Payment is past due, and the 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 60th
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 B Note or
the Katy Mills Companion Loan as to which, to the 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 or unstayed for a
period of 30 days; (iii) any Mortgage Loan or B Note or the Katy Mills Companion
Loan as to which the


                                      -67
<PAGE>


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 B Note or the Katy Mills Companion Loan as to which the 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 the Master
Servicer materially and adversely affects the interests of the
Certificateholders or the holder of any related B Note or the Katy Mills
Companion Loan and which has occurred and remains unremedied for the applicable
grace period specified in such Mortgage Loan (or, if no grace period is
specified, 60 days); (v) any Mortgage Loan or B Note or the Katy Mills Companion
Loan 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;
(vi) any Mortgage Loan or B Note or the Katy Mills Companion Loan as to which,
in the good faith reasonable judgment of the Master Servicer, (a) (other than
with respect to any A/B Mortgage Loan) a payment default is imminent or is
likely to occur within 60 days, or (b) any other default is imminent or is
likely to occur within 60 days and such default, in the judgment of the Master
Servicer, is reasonably likely to materially and adversely affect the interests
of the Certificateholders or the holder of any related B Note or the Katy Mills
Companion Loan (as the case may be); and (vii) with respect to any A/B Mortgage
Loan, if the holder of the B Note chooses not to cure a monetary default that is
permitted to be cured under the related Intercreditor Agreement, the Business
Day following the expiration of the Cure Period (as defined below) of the holder
of the B Note that commences one month after such monetary default; provided,
however, that (1) if the holder of the 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 B Note's failure to cure, then servicing of such Mortgage Loan
shall be transferred to the Special Servicer on the Business Day following the
expiration of the Cure Period (as defined in the Intercreditor Agreement) of the
holder of the B Note if the holder of the B Note does not cure the current
monetary default or (2) if the holder of the B Note has exercised its right to
cure three consecutive monetary defaults and a monetary default occurs in the
following month, then servicing of such Mortgage Loan shall be transferred to
the 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
an A Note, it shall be deemed to have occurred also with respect to its related
B Note. If a Servicing Transfer Event occurs with respect to a B Note, it shall
be deemed to have occurred also with respect to its related A Note. However, if
a Servicing Transfer Event has not occurred with respect to an A Note solely due
to the holder of the related B Note exercising its cure rights under the related
Intercreditor Agreement, then a Servicing Transfer Event will not occur with
respect to such B Note. With respect to any A/B Mortgage Loan, "Cure Period"
means the ten days after the expiration of the applicable borrower's grace
period. If a Servicing Transfer Event occurs with respect to the Katy Mills Pari
Passu Loan, it shall be deemed to have occurred also with respect to the Katy
Mills Companion Loan. If a Servicing Transfer Event occurs with respect to the
Katy Mills Companion Loan, it shall be deemed to have occurred also with respect
to the Katy Mills Pari Passu Loan.

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

                  "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



                                      -68-
<PAGE>


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.

                  "SPECIAL SERVICER" means Wells Fargo Bank, National
Association, or any successor Special Servicer as herein provided.

                  "SPECIAL SERVICER COMPENSATION" means, with respect to any
applicable period, the sum of the Special Servicing Fees, the Special Servicing
Stand-by Fees, the Liquidation Fees and Work-Out Fees and any other amounts to
be paid to the 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 (other than the 1290 Pari Passu Loan and the Oakbrook Center
Pari Passu Loan and a Balloon Payment on a Balloon Mortgage Loan) or B Note or
the Katy Mills Companion 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, Katy Mills Companion Loan or 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, and provided, that in the first
month in which such Special Servicing Fee shall be payable, it shall be offset
by the amount of any Special Servicing Stand-by Fee paid to the Special Servicer
with respect to such Specially Serviced Mortgage Loan during the previous
12-month period.

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

                  "SPECIAL SERVICING OFFICER" means any officer or employee of
the 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 Master Servicer by the Special Servicer signed
by an officer of the Special Servicer, as such list may from time to time be
amended.


                                      -69-
<PAGE>


                  "SPECIAL SERVICING STAND-BY FEE" means, with respect to any
Distribution Date and each Mortgage Loan (other than the Mortgage Loans
identified as Mortgage Loan Nos. 1, 2, 3, 4, 5 and 8 on the Mortgage Loan
Schedule), an amount equal to the interest accrued on the outstanding Scheduled
Principal Balance of such Mortgage Loan for such Distribution Date at the
Special Servicing Stand-by Fee Rate.

                  "SPECIAL SERVICING STAND-BY FEE RATE" means 0.003% per annum,
determined in the same manner as the applicable Mortgage Rate is determined for
each Mortgage Loan for such month.

                  "SPECIALLY SERVICED MORTGAGE LOAN" means, as of any date of
determination, any Mortgage Loan (other than the 1290 Pari Passu Loan and the
Oakbrook Center Pari Passu Loan) or B Note or the Katy Mills Companion Loan with
respect to which the Master Servicer has notified the Special Servicer and the
Trustee that a Servicing Transfer Event has occurred (which notice shall be
effective upon receipt) and the Special Servicer has received all information,
documents and records relating to such Mortgage Loan, Katy Mills Companion Loan
or B Note as reasonably requested by the Special Servicer to enable it to assume
its duties with respect to such Mortgage Loan, Katy Mills Companion Loan or B
Note. A Specially Serviced Mortgage Loan shall cease to be a Specially Serviced
Mortgage Loan from and after the date on which the Special Servicer notifies the
Master Servicer, the Paying Agent and the Trustee, in accordance with Section
8.1(b), that such Mortgage Loan (and the related B Note in the case of an A/B
Mortgage Loan and the Katy Mills Companion Loan in the case of the Loan Pair)
has become a Rehabilitated Mortgage Loan (and, in the case of an A Note (or B
Note) that is or was a Specially Serviced Mortgage Loan, its related B Note (or
A Note) has also become a Rehabilitated Mortgage Loan and, in the case of the
Katy Mills Pari Passu Loan (or the Katy Mills Companion Loan) that is or was a
Specially Serviced Mortgage Loan, the Katy Mills Companion Loan (or Katy Mills
Pari Passu Loan) has also become a Rehabilitated Mortgage Loan), with respect to
such Servicing Transfer Event, unless and until the Master Servicer notifies the
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,
Katy Mills Companion Loan or 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.



                                      -70-

<PAGE>


                  "TAX MATTERS PERSON" means the person designated as the "tax
matters person" of each 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).

                  "TITLE INSURANCE POLICY" means a title insurance policy
maintained with respect to a Mortgage Loan issued on the date of origination of
the related 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
Account, 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 any 2003-TOP9 Mortgage Loan, any B Note, any
interest of the holders of a B Note, any A/B Loan Custodial Account, the Katy
Mills Companion Loan, any interest of the holders of the Katy Mills Companion
Loan or any Katy Mills Companion Loan Custodial Account.

                  "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 and B Note (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 or B Note for
such month) multiplied by the Scheduled Principal Balance of each such Mortgage
Loan or B Note 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 0.0025% 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, if applicable, the related B Note and the Katy Mills Companion Loan) and
any additional documents required to be added



                                      -71-
<PAGE>


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.

                  "1290 COMPANION LOAN" means the mortgage loan secured by the
1290 Pari Passu Mortgage on a pari passu basis with the 1290 Pari Passu Loan.
The 1290 Companion Loan is not a "Mortgage Loan."

                  "1290 LETTER AGREEMENT" means that certain letter agreement
dated February 6, 2003 by and among the 2003-TOP9 Master Servicer, the 2003-TOP9
Special Servicer, the 2003-TOP9 Trustee, the 2003-TOP9 Paying Agent, the
2003-TOP9 Fiscal Agent and Morgan Stanley Dean Witter Mortgage Capital Inc., as
initial holder of the 1290 Companion Loan, relating to certain servicing matters
with respect to the 1290 Pari Passu Loan and the 1290 Companion Loan.

                  "1290 PARI PASSU LOAN" means the Mortgage Loan designated as
Mortgage Loan No. 1 on the Mortgage Loan Schedule and which is secured on a pari
passu basis with the 1290 Companion Loan and any other note secured by the
related Mortgaged Property on a pari passu basis pursuant to the 1290 Pari Passu
Mortgage. The 1290 Pari Passu Loan is a "Mortgage Loan."

                  "1290 PARI PASSU MORTGAGE" means the Mortgage securing the
1290 Companion Loan and the 1290 Pari Passu Loan.

                  "2003-TOP9 DEPOSITOR" means the "depositor" under the
2003-TOP9 Pooling and Servicing Agreement, which as of the date hereof is Morgan
Stanley Dean Witter Capital I Inc.

                  "2003-TOP9 FISCAL AGENT" means the "fiscal agent" under the
2003-TOP9 Pooling and Servicing Agreement, which as of the date hereof is ABN
AMRO Bank N.V.

                  "2003-TOP9 MASTER SERVICER" means the "master servicer" under
the 2003-TOP9 Pooling and Servicing Agreement, which as of the date hereof is
Wells Fargo Bank, National Association.

                  "2003-TOP9 MORTGAGE LOAN" means each of the 1290 Companion
Loan and the Oakbrook Center Companion Loan. None of the 2003-TOP9 Mortgage
Loans is a Mortgage Loan. The 2003-TOP9 Mortgage Loans are included in a trust
fund created in connection with the issuance of the 2003-TOP9 Depositor's
Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9.

                  "2003-TOP9 PAYING AGENT" means the "paying agent" under the
2003-TOP9 Pooling and Servicing Agreement, which as of the date hereof is Wells
Fargo Bank Minnesota, National Association.

                  "2003-TOP9 POOLING AND SERVICING AGREEMENT" means the pooling
and servicing agreement dated as of February 1, 2003 by and between the
2003-TOP9 Depositor, the


                                      -72-

<PAGE>


2003-TOP9 Master Servicer, the 2003-TOP9 Special Servicer, the 2003-TOP9 Paying
Agent, the 2003-TOP9 Trustee and the 2003-TOP9 Fiscal Agent, pursuant to which
the 2003-TOP9 Depositor issued its Commercial Mortgage Pass-Through
Certificates, Series 2003-TOP9.

                  "2003-TOP9 SPECIAL SERVICER" means the "special servicer"
under the 2003-TOP9 Pooling and Servicing Agreement, which as of the date hereof
is ARCap Special Servicing, Inc.

                  "2003-TOP9 TRUSTEE" means the "trustee" under the 2003-TOP9
Pooling and Servicing Agreement, which as of the date hereof is LaSalle Bank
National Association.

                  "UNDERWRITER" means each of Morgan Stanley & Co. Incorporated,
Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated or its successors in interest.

                  "UNITED STATES TAX PERSON" means any of (i) a citizen or
resident of the United States, (ii) corporation or partnership organized in or
under the laws of the United States or any political subdivision thereof, (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.

                  "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 changed
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 Servicer (combining reports in such forms prepared by the Master Servicer
and the Special Servicer (with respect to Specially Serviced Mortgaged Loans and
REO Properties)): (a) the following electronic files; (i) a Loan Set-Up 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.

                  "USAP" shall have the meaning set forth in Section 8.13.

                  "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 REMIC I Regular Interests, weighted on the basis of their
respective Certificate Balances 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 1290 Pari Passu Loan and the
Oakbrook Center Pari Passu Loan), equal to the product of (x) 1.0% and (y) the
amount of each collection of interest (other than



                                      -73-
<PAGE>


default interest and any Excess Interest) and principal received (including any
Condemnation Proceeds received and applied as a collection of such interest and
principal) on such Mortgage Loan, Katy Mills Companion Loan or B Note for so
long as it remains a Rehabilitated Mortgage Loan; provided, however, that in the
case of Mortgage Loan No. 2 (together with any related Companion Loan), such fee
shall equal, in the aggregate, no more than $500,000.

                  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 B Note or the Katy Mills Companion Loan
shall be made based upon current information as to the terms of the Mortgage
Loans, the Katy Mills Companion Loan and B Note and reports of payments received
from the Master Servicer on such Mortgage Loans, the Katy Mills Companion Loan
and B Note and payments to be made to the Paying Agent as supplied to the Paying
Agent by the Master Servicer. The Paying Agent shall not be required to
recompute, verify or recalculate the information supplied to it by the 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
Master Servicer of such error.

                  (b) Unless otherwise required by law or the applicable
Mortgage Loan, the Katy Mills Companion Loan or B Note documents (or the related
Intercreditor Agreement or Pari Passu Intercreditor Agreement, as applicable),
any amounts (other than escrow and reserve deposits and reimbursements of lender
advances and expenses) received in respect of a Mortgage Loan, the Katy Mills
Companion Loan or 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, the Katy Mills Companion Loan or B Note at the Mortgage Rate thereof, next
to current interest due with respect to such Mortgage Loan, the Katy Mills
Companion Loan or B Note at the Mortgage Rate thereof, next to the reduction of
the Principal Balance of such Mortgage Loan, the Katy Mills Companion Loan or B
Note to zero if such Mortgage Loan or B Note has been accelerated and in respect
of any scheduled payments of principal then due to the extent that such Mortgage
Loan, the Katy Mills Companion Loan or B Note has not yet been accelerated, next
to any default interest and other amounts due on such Mortgage Loan, the Katy
Mills Companion Loan or B Note and finally to Late Fees due with respect to
such, the Katy Mills Companion Loan Mortgage Loan or 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



                                      -74-
<PAGE>


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 the Master Servicer nor the 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 the Master Servicer and the 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 Master Servicer or the 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



                                      -75-
<PAGE>


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 Master Servicer's or the 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 Master Servicer or the 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 A/B MORTGAGE
LOANS.

                  (a) The parties hereto acknowledge that, pursuant to the
related Pari Passu Intercreditor Agreement, if the Katy Mills Pari Passu Loan is
no longer part of the Trust Fund, the new holder of such Katy Mills Pari Passu
Loan shall negotiate one or more new servicing agreements with the Master
Servicer and the Special Servicer, provided that, prior to entering into any
such new servicing agreement, the new holder of the Katy Mills Pari Passu Loan
shall obtain and provide to the holder of the related Katy Mills Companion Loan
and/or B Note written confirmation from each rating agency then rating any
securitization relating to such Katy Mills Companion Loan and/or 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 Master Servicer
and the Special Servicer, shall continue to service the related Loan Pair and/or
A/B Mortgage Loan to the extent provided in the related Intercreditor Agreement
or Pari Passu 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 Master
Servicer and the Special Servicer under Article VIII and Article IX and the
obligation of the Master Servicer to make Advances, insofar as such rights,
duties and obligations relate to any A/B Mortgage Loan (including both the
related A Note and the related B Note or the Loan Pair (including both the Katy
Mills Pari Passu Loan and the related Katy Mills Companion Loan), shall
terminate upon the earliest to occur of the following with respect to such A/B
Mortgage Loan or Loan Pair, as the case may be: (i) any repurchase of or
substitution for the related A Note or the Katy Mills Pari Passu Loan by the
Seller of such A/B Mortgage Loan pursuant to Section 2.3, (ii) any purchase of
the related A Note by the owner of the related B Note or Loan Pair, as the case
may be pursuant to the terms of the related Intercreditor Agreement or Pari
Passu Intercreditor Agreement and (iii) any payment in full of any and all
amounts due (or deemed due) under the related A Note or the Katy Mills Pari
Passu Loan (or its successor REO Mortgage Loan) (including amounts to which the
holder of such A Note or the Katy Mills Pari Passu Loan is entitled under the
related Intercreditor Agreement or Pari Passu Intercreditor Agreement);
provided, however, that this statement shall not limit (A) the duty of the
Master Servicer or the 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 Master Servicer or the Special
Servicer that may otherwise accrue or arise in connection with the performance
of its duties hereunder with respect to such A/B Mortgage Loan or Loan Pair
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 Master Servicer and the Special Servicer shall each tender to (in
the case of a purchase under such clause (ii)) the related



                                      -76-
<PAGE>


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 related B Note or the Katy Mills Companion Loan (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 such
Loan Pair or A/B Mortgage Loan, as applicable, 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
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
Master Servicer of a Request for Release. The 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
applicable A/B Mortgage Loan or Loan Pair. If the Katy Mills Pari Passu Loan and
the Katy Mills Companion Loan or an A Note and the related B Note under the
applicable Mortgage Loan are then REO Mortgage Loans, then the 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 Master Servicer, the Special Servicer, the Trustee or the Fiscal
Agent in accordance with this Agreement, deposits then held in the REO Account
insofar as they relate to the related REO Property.

                  (d) Notwithstanding any provision of the Agreement to the
contrary, prior to the date, if any, on which the initial holder of the Katy
Mills Companion Loan transfers such Katy Mills Companion Loan to a commercial
mortgage trust (which trust shall provide for reimbursements of Advances in the
same priority as that set forth herein and shall provide for a distribution date
no earlier than the eleventh day of each month), the Master Servicer shall not
be required to make P&I Advances as to such Katy Mills Companion Loan (but this
sentence shall not be construed to limit the obligation of the Master Servicer
to make any P&I Advances as to the Katy Mills Pari Passu Loan as may otherwise
be required hereunder, and any related Appraisal Reductions shall be allocated
in accordance with this Agreement as if P&I Advances were required as to such
Katy Mills Companion Loan). The Trustee and the Fiscal Agent shall have no
obligation to make P&I Advances with respect to the Katy Mills Companion Loan.

                  (e) If an expense under this Agreement relates, in the
reasonable judgment of the Master Servicer, the Special Servicer, the Trustee or
the Paying Agent, as applicable, primarily to the administration of the Trust
Fund or any REMIC formed hereunder or to any determination respecting the
amount, payment or avoidance of any tax under the REMIC Provisions or the actual
payment of any REMIC tax or expense with respect to any REMIC formed hereunder,
then such expense shall not be allocated to, deducted or reimbursed from, or
otherwise charged against the holder of the Katy Mills Companion Loan or B Note
and such holder shall not suffer any adverse consequences as a result of the
payment of such expense.



                                      -77-
<PAGE>

                                   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
including the related Mortgage Notes, Mortgages, security agreements and title,
hazard and other insurance policies, including all Qualifying Substitute
Mortgage Loans, all distributions with respect thereto payable after the Cut-Off
Date, the Mortgage File and all rights, if any, of the Depositor in the
Distribution Account, all REO Accounts, the Certificate Account, the Reserve
Account and the Interest Reserve Account, (ii) the Depositor's rights under the
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 any Intercreditor Agreement, the Pari Passu
Intercreditor Agreement and the 2003-TOP9 Pooling and Servicing Agreement with
respect to the 1290 Pari Passu Loan and the Oakbrook Center 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 1290 Pari Passu Loan and the Oakbrook Center Pari
Passu Loan to the Trustee and the right to service such Mortgage Loan are
subject to the terms and conditions of the 2003-TOP9 Pooling and Servicing
Agreement and the related Pari Passu 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, the 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." The 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, the Master Servicer or the Special Servicer shall be liable for any
failure by the Seller or the Depositor to comply with the document delivery
requirements of the Mortgage Loan Purchase Agreement and this Section 2.1(b).

                  (c) The Seller shall, at the expense of such Seller as to each
of its respective Mortgage Loans, promptly (and in any event within 45 days
following the receipt thereof) 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



                                      -78-
<PAGE>


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 Seller shall obtain therefrom a
certified copy of the recorded original. The Seller shall forward copies thereof
to the Trustee and the Special Servicer. 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, pursuant to the applicable Mortgage Loan Purchase
Agreement, promptly prepare or cause to be prepared a substitute therefor or
cure such defect, as the case may be, and thereafter the Seller shall upon
receipt thereof cause the same to be duly recorded or filed, as appropriate.

                  The parties acknowledge the obligation of the Seller pursuant
to Section 2 of the 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 5 to the Mortgage Loan
Purchase Agreement in favor of the Trustee and the Special Servicer 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 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 Seller agrees
to reasonably cooperate with the Trustee and the Special Servicer in connection
with any additional powers of attorney or revisions thereto that are requested
by such Seller 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 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 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 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 Seller that relate to the Mortgage Loans,
Katy Mills Companion Loan or B Note and that are not required to be a part of a
Mortgage File in accordance with the definition thereof shall be delivered to
the Master Servicer on its behalf, on or before the date that is 45 days
following the Closing Date and shall be held by the Master Servicer on behalf of
the Trustee in trust for the benefit of the Certificateholders. To the extent
delivered to the Master Servicer by the Seller, the Servicer Mortgage File, will
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



                                      -79-
<PAGE>


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. Delivery of any of the foregoing
documents to the sub-servicer shall be deemed delivery to the Master Servicer
and satisfy the Depositor's obligations under this Section 2.1(d). Neither the
Master Servicer nor the Special 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 Seller.

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

                  (f) In connection herewith, the Depositor has acquired the
MSMC Loans from MSMC. 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 MSMC 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,
MSMC is required under the Mortgage Loan Purchase Agreement to deliver
Assignments of Mortgages and assignments of Assignments of Leases and
assignments of UCC financing statements naming the Trustee, on behalf of the
Certificateholders, as assignee. Notwithstanding the fact that the assignments
shall name the Trustee, on behalf of the Certificateholders, as the assignee,
the parties hereto acknowledge and agree that for all purposes the MSMC Loans
shall be deemed to have been transferred from MSMC 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, and (iii) the REMIC II Regular Interests, 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 any
A Note relate to the corresponding B Note, the Trustee, or the Custodian on the
Trustee's behalf, will also hold such Mortgage File in trust for the benefit of
the holder of the related B Note. To the extent that the contents of the
Mortgage File for the Katy Mills Pari Passu Loan relate to the Katy Mills
Companion Loan, the Trustee, or the Custodian, on the Trustee's behalf, will
also hold such Mortgage File in trust for the benefit of the holder of the Katy
Mills Companion Loan.

                  On the Closing Date in respect of the Initial Certification,
and within 75 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 Seller, the Master Servicer, the Special Servicer
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



                                      -80-
<PAGE>


of exceptions 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 attached
thereto, to the effect that: (A) all documents pursuant to clauses (i), (ii),
(iv), (v), (vi), (viii), (x) and (xii) of the definition of Mortgage File
required to be included in the Mortgage File (to the extent required to be
delivered pursuant to this Agreement), and with respect to all documents
specified in the other clauses of the definition of Mortgage File to the extent
known by a Responsible Officer of the Trustee to be required pursuant to this
Agreement, 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. Notwithstanding the foregoing, the delivery of a commitment to issue a
Title Insurance Policy 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 if such actual Title Insurance Policy is delivered to the Trustee
or a Custodian on its behalf not later than the 180th day following the Closing
Date. The Trustee shall deliver to the Master Servicer, the Special Servicer,
the Operating Adviser and the 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 Master
Servicer, the Special Servicer, the Operating Advisor and the 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
Seller) such recordation to be at the expense of the Seller; provided, however,
that the Trustee shall not submit for recording any such assignments if the
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.



                                      -81-
<PAGE>


                  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, the
Seller, the Master Servicer, the 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).
Upon request, 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 Section 5.4(d). Promptly,
and in any event within two Business Days, following any request therefor by the
Depositor, the Master Servicer, the 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(d).

                  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 SELLER'S 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, 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 the Seller
regarding the characteristics of the Mortgage Loans and/or related Mortgaged
Properties as set forth in the Mortgage Loan Purchase Agreement, 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 Master
Servicer shall, and the



                                      -82-
<PAGE>


Special Servicer may, request that the 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 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 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" 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 the 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.

                  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 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 Mortgage Loan
Purchase Agreement, or (ii) if within the three-month period commencing on the
Closing Date (or within the two-year period commencing on the Closing Date if
the related Mortgage Loan is a "defective obligation" within the meaning of
Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section
1.860G-2(f)), at the Seller's option, without recourse (other than the
representations and warranties made with respect thereto), replace 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 or the previous paragraph, the repurchase must occur
within 85 days from the date the Seller was notified of the defect and
substitution must occur within the sooner of (i) 85 days from the date the
Seller was notified of the defect or (ii) two years from the Closing Date.

                  As to any Qualifying Substitute Mortgage Loan or Loans, the
Master Servicer shall not execute any instrument effecting the substitution
unless the 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 the 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 Master Servicer and remitted by the
Master Servicer to the Seller on the next succeeding Distribution Date. For the
month of substitution, distributions to Certificateholders will include the
Scheduled Payment due



                                      -83-
<PAGE>


on the related Deleted Mortgage Loan for such month and thereafter the Seller
shall be entitled to retain all amounts received in respect of such Deleted
Mortgage Loan.

                  The 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 the Master Servicer shall deliver or cause to be delivered such
amended Mortgage Loan Schedule to the Trustee, the Paying Agent and the 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 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 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 (x) a Mortgage Loan is to be repurchased or replaced as
contemplated above (a "Defective Mortgage Loan"), (y) such Defective Mortgage
Loan is cross-collateralized and cross-defaulted with one or more other Mortgage
Loans ("Crossed Mortgage Loans") and (z) 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, the Seller (A) provides a
Nondisqualification Opinion to the Trustee at the expense of the Seller and (B)
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)"): (i) 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 is not less than the lesser
of (A) 0.10x below the debt service coverage ratio for all such other Mortgage
Loans (including the Affected Loan(s)) set forth in Appendix II to the Final
Prospectus Supplement and (B) 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, and (ii) the
Loan-to-Value Ratio for all such Crossed Mortgage Loans (excluding the Affected
Loan(s)) is not greater than the greater of (A) 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 in Appendix II to the
Final Prospectus Supplement plus 10% and (B) the loan-to-value ratio for all
such Crossed Mortgage Loans (including the Affected Loan(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 Appraisal of any
or all of the related



                                      -84-
<PAGE>


Mortgaged Properties for purposes of determining whether the condition set forth
in clause (ii) 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).

                  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 continues to hold any Crossed Mortgage Loan, the Seller and the
Depositor have agreed in the 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
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 VIII 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.

                  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 that appears to be regular
on its face; (b) the absence from the Mortgage File of the original signed
Mortgage (or with respect to the 1290 Pari Passu Loan and the Oakbrook Center
Pari Passu Loan, a copy thereof) that appears to be regular on its face, unless
there is included in the Mortgage File a certified copy of the Mortgage by the
local authority with which the Mortgage was recorded; or (c) the absence from
the Mortgage File of the item called for by paragraph (viii) of the definition
of Mortgage File (or with respect to the 1290 Pari Passu Loan and the Oakbrook
Center Pari Passu Loan, a copy thereof). 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), 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 document defect or repurchase or replacement of the
related Mortgage Loan.

                  If the 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



                                      -85-
<PAGE>


from the Trust or (iii) to replace such Mortgage Loan with a Qualifying
Substitute Mortgage Loan, each in accordance with the Mortgage Loan Purchase
Agreement, then provided that (x) the period of time provided for the Seller to
correct, repurchase or cure has expired and (y) the Mortgage Loan is then in
default and is then a Specially Serviced Mortgage Loan, the Special Servicer
may, subject to the Servicing Standard, modify, workout 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, hereof,
while pursuing the repurchase claim. The Seller has acknowledged and agreed
under the Mortgage Loan Purchase Agreement that any modification of the Mortgage
Loan pursuant to a workout shall not constitute a defense to any repurchase
claim nor shall such modification and workout change the Purchase Price due from
the Seller for any repurchase claim. In the event of any such modification and
workout, the Seller has agreed under the Mortgage Loan Purchase Agreement to
repurchase the Mortgage Loan as modified and that the Purchase Price shall
include any Work-Out Fee paid to the Special Servicer up to the date of
repurchase plus the present value (calculated at a discount rate equal to the
applicable Mortgage Rate) of the Work-Out Fee that would have been payable to
the Special Servicer in respect of such Mortgage Loan if the Mortgage Loan
performed in accordance with its terms to its Maturity Date, provided that no
amount shall be paid by the Seller in respect of any Work-Out Fee if a
Liquidation Fee already comprises (or will comprise) a portion of the Purchase
Price. 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 hereof 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 to purchase 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 herein or in the
Mortgage Loan Purchase 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 to notify the Trustee or the
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 related Mortgage Loan or REO Property. Any sale of the related Mortgage
Loan, or foreclosure upon such Mortgage Loan and sale of the related 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 shall notify the Seller of the discovery of
the Material Document Defect or Material Breach and the Seller shall have 90
days 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


                                      -86-
<PAGE>


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 hereof, 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 sale or other liquidation of a Mortgage
Loan or REO Property as described in this Section 2.3, the Special Servicer
shall not receive a Liquidation Fee in connection with such sale or other
liquidation until a final determination has been made, as set forth in the
preceding paragraph, as to whether the Seller is or was obligated to repurchase
such Mortgage Loan or REO Property. Upon such determination, the Special
Servicer shall be entitled to collect a Liquidation Fee (i) with respect to a
determination that the Seller is or was obligated to repurchase, based upon the
full Purchase Price of the related Mortgage Loan, 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 the 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), based
upon the Liquidation Proceeds as received upon the actual sale or liquidation of
such Mortgage Loan, with such amount to be paid from amounts in the Collection
Account.

                  In any month in which the Seller substitutes one or more
Qualifying Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the
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 Seller to deposit the amount of such shortage into the Certificate
Account in the month of substitution, without any reimbursement thereof. In
addition, the Depositor shall cause the Seller to deposit into the 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 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 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 Master Servicer of such event which
notice shall be accompanied by an Officer's Certificate as to the calculation of
such shortfall.

                  If the affected Mortgage Loan is to be repurchased, the Master
Servicer shall designate the Certificate Account as the account to which funds
in the amount of the Purchase


                                      -87-
<PAGE>


Price are to be wired. Any such purchase of a Mortgage Loan shall be on a whole
loan, servicing released basis.

                  (b) In connection with any repurchase of or substitution for a
Mortgage Loan contemplated by this Section 2.3, the Trustee, the Master Servicer
and the Special Servicer shall each tender to the 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, and each
document that constitutes a part of the Mortgage File shall be endorsed or
assigned to the extent necessary or appropriate to the 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 Master Servicer of a Request for Release. The 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 Master Servicer to do so. The Master Servicer shall, and
is also hereby authorized and empowered by the Trustee to, reconvey to the
Seller any deposits then held in an Escrow Account relating to the Mortgage Loan
being repurchased or substituted for. The 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 the Master Servicer.

                  (c) The Mortgage Loan Purchase Agreement provides the sole
remedies available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Material Document Defect or Material Breach.

                  SECTION 2.4 REPRESENTATIONS AND WARRANTIES. The Depositor
hereby represents and warrants to the Master Servicer, the Special Servicer, 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



                                      -88-
<PAGE>


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.

                                  ARTICLE III

                                THE CERTIFICATES

                  SECTION 3.1 THE CERTIFICATES.

                  (a) The Certificates shall be in substantially the forms set
forth in the Exhibits attached 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



                                      -89-
<PAGE>


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 G, Class H, Class J, Class K, Class L, Class
M, Class N and Class O 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



                                      -90-
<PAGE>


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 the initial issuance of the
Certificates or a transfer of such Non-Registered Certificate by the



                                      -91-
<PAGE>


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, the Master Servicer, the 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 Servicer,
the Special Servicer 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, the Master Servicer, the
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 Title
I of ERISA or Section 4975 of the Code or any applicable federal, state or local
law ("Similar Laws") 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



                                      -92-
<PAGE>


Section 406 of ERISA or Section 4975 of the Code or subject the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer 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 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) that, in the case of a
Non-Investment Grade Certificate, 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 or similar
exemption under Similar Laws.

                  (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) (1) 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 and (2) each
                  Person holding or acquiring any Ownership Interest in a
                  Residual Certificate shall be a Qualified Institutional Buyer
                  and shall promptly notify the Certificate Registrar of any
                  change or impending change in its status as a Qualified
                  Institutional Buyer.

                      (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 a Qualified
                  Institutional Buyer, 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 is not a foreign permanent
                  establishment or fixed



                                      -93-
<PAGE>


                  base, within the meaning of any applicable income tax treaty,
                  of any 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 not cause income with respect to the Residual
                  Certificates to be attributable to a foreign permanent
                  establishment or fixed base, within the meaning of any
                  applicable income tax treaty, of such proposed Transferee or
                  any other United States Tax Person, 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, 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 Tax 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, is not a United
                  States Tax Person, is a foreign permanent establishment or
                  fixed base, within the meaning of any applicable income tax
                  treaty, of any United States Tax Person or is a Person with
                  respect to which income on the Residual Certificate is
                  attributable to a foreign permanent establishment or fixed
                  base, within the meaning of any applicable income tax treaty.

                      (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.



                                      -94-
<PAGE>


                      (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 Tax 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 Servicer, the Special Servicer,
                  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 Tax 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 Depositor 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 Master Servicer, on behalf of the Paying Agent, 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 (A) 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 and (B) as a result of any regulated investment company, real estate
investment trust, common trust fund, partnership, trust, estate or organization
described in Section 1381 of the Code that holds an Ownership Interest in a
Residual Certificate having as among its record holders at any time any Person
which is not a Permitted Transferee. The Person holding such Ownership Interest
shall be responsible for the reasonable compensation of the Master Servicer and
the Paying Agent for providing such information.



                                      -95-
<PAGE>


                  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, the 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 Servicer, the Special Servicer, 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
Servicer, the Special Servicer 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.



                                      -96-
<PAGE>


                  (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 Servicer, the Special
Servicer, the Fiscal Agent, the Trustee, the Operating Adviser, the Paying Agent
and any agent of the Master Servicer, the Special Servicer, 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 the Master
Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the Paying Agent,
the Operating Adviser nor any agent of the Master Servicer, the Special
Servicer, 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, the Master Servicer,
the 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



                                      -97-
<PAGE>


such Certificateholders, the Master Servicer, the Special Servicer, 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 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 that 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 Servicer, 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



                                      -98-
<PAGE>


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 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 that are not
Qualified Institutional Buyers shall be 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


                                      -99-
<PAGE>


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 Agents. 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



                                     -100-
<PAGE>


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 Servicer 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



                                     -101-
<PAGE>


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 Master Servicer and, if the 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 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.

                  SECTION 4.1 P&I ADVANCES BY MASTER SERVICER.

                  (a) On or prior to the Advance Report Date, the Master
Servicer shall notify the Trustee and the Paying Agent (and the holder of the
Katy Mills Companion Loan if the Advance relates to the Loan Pair) if the P&I
Advance Amount for such Distribution Date is greater than zero, and the Master
Servicer shall make a P&I Advance in respect of each Mortgage Loan and the Katy
Mills Companion Loan (to the extent required under Section 1.6(d) of this
Agreement) of such amount no later than the Master Servicer Remittance Date. It
is understood that the obligation of the 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 Master Servicer shall not be required to make
such P&I Advance, if the 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 and, in the case of the Katy Mills Pari Passu Loan,
the holder thereof. The Master Servicer, the Trustee and the Fiscal Agent shall
not make P&I Advances with respect to any B Note under this



                                     -102-
<PAGE>


Agreement. The Special Servicer shall not make P&I Advances under this
Agreement. The Trustee and the Fiscal Agent shall not make P&I Advances with
respect to the Katy Mills Companion Loan. If the Master Servicer fails to make a
P&I Advance that it is required to make under this Section 4.1, it shall
promptly notify the Trustee and the Paying Agent of such failure.

                  (b) If the Master Servicer determines that there is a P&I
Advance Amount for a Distribution Date, the Master Servicer shall on the Master
Servicer Remittance Date either (A) deposit in the Certificate Account an amount
equal to the P&I Advance Amount or (B) utilize funds in the Certificate Account
(or in the case of the Katy Mills Companion Loan, the related Katy Mills
Companion Loan Custodial Account) being held for future distributions or
withdrawals to make such Advance. The Master Servicer shall make any such P&I
Advance on the Katy Mills Companion Loan to the holder of the Katy Mills
Companion Loan. Any funds being held in the Certificate Account (or the Katy
Mills Companion Loan Custodial Account) for future distribution or withdrawal
and so used shall be replaced by the Master Servicer from its own funds by
deposit in the Certificate Account (or the Katy Mills Companion Loan Custodial
Account) on or before any future Master Servicer Remittance Date to the extent
that funds in the Certificate Account (or the Katy Mills Companion Loan
Custodial 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 Master Servicer and, if
the 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 the
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 the 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. Such determination by the Master Servicer shall be
conclusive and binding on the Trustee, the Fiscal Agent and the
Certificateholders and, in the case of any B Note, the holder of the B Note and,
in the case of the Katy Mills Pari Passu Loan, the holder of the Katy Mills
Companion Loan. The Special Servicer shall not be required to make Servicing
Advances under this Agreement. Promptly after discovering that the Master
Servicer has failed to make a Servicing Advance that the Master Servicer is
required to make hereunder, the Paying Agent shall promptly notify the Trustee
in writing of the failure by the Master Servicer to make such Servicing Advance.

                  SECTION 4.3 ADVANCES BY THE TRUSTEE AND THE FISCAL AGENT.

                  (a) To the extent that the Master Servicer fails to make a P&I
Advance with respect to a Mortgage Loan by the Master Servicer Remittance Date
(other than a P&I Advance that the Master Servicer determines is a
Nonrecoverable Advance), the Trustee shall make such P&I Advance with respect to
such Mortgage Loan 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 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 Master Servicer or the
Trustee determines is a Nonrecoverable Advance), the Fiscal Agent will



                                     -103-
<PAGE>


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 that 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 City 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 Master Servicer has
failed to make a P&I Advance. The Trustee and the Fiscal Agent shall have no
obligation to make any P&I Advance with respect to the Katy Mills Companion
Loan.

                  (b) To the extent that the 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 the 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.

                  (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 Master Servicer (other than
a Servicing Advance that the Master Servicer or the Trustee has determined to be
a Nonrecoverable Advance), the Fiscal Agent will advance such Servicing Advance,
unless the Fiscal Agent determines that such Servicing Advance, if made, would
be a Nonrecoverable Advance.

                  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 2003-TOP9 Pooling and Servicing Agreement,
the 2003-TOP9 Master Servicer is obligated to make Advances with respect to the
1290 Pari Passu Loan and the Oakbrook Center Pari Passu Loan. Notwithstanding
anything herein to the contrary, the Master Servicer shall not be required to
make any Advance with respect to the 1290 Pari Passu Loan or the Oakbrook Center
Pari Passu Loan unless and until the Master Servicer has knowledge (or would
have had knowledge if it had acted in accordance with the Servicing Standard) of
any failure of the 2003-TOP9 Master Servicer, the 2003-TOP9 Trustee or the
2003-TOP9 Fiscal Agent to make an advance required under the 2003-TOP9 Pooling
and Servicing Agreement. Upon a determination that the 2003-TOP9 Master
Servicer, the 2003-TOP9 Trustee or the 2003-TOP9 Fiscal Agent has failed to make
an Advance with respect to the 1290 Pari Passu Loan or the Oakbrook Center Pari
Passu Loan, the Master Servicer shall make such Advance with respect to the 1290
Pari Passu Loan or the Oakbrook Center Pari Passu Loan, as applicable, unless
the Master Servicer determines that such Advance, if made, would be a
Nonrecoverable Advance. To the extent the 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.



                                     -104-
<PAGE>


                  SECTION 4.4 EVIDENCE OF NONRECOVERABILITY.

                  (a) If the Master Servicer determines at any time, in its sole
discretion, exercised in good faith, 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 Special Servicer, the Operating Adviser and the
Rating Agencies (and the holder of the Katy Mills Companion Loan if the Advance
relates to the Loan Pair) 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 Master Servicer's possession, any related financial
information such as related income and expense statements, rent rolls, 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 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 Master Servicer, the
Special Servicer, the Paying Agent and the Operating Adviser similar to the
Officer's Certificate of the Master Servicer described in the prior sentence.
The Trustee and the Fiscal Agent shall not be required to make an Advance that
the Master Servicer has previously determined to be a Nonrecoverable Advance.
Notwithstanding any other provision of this Agreement, none of the Master
Servicer, 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 that such Advance or
such payment (including interest accrued thereon at the Advance Rate) would be a
Nonrecoverable Advance. The 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 2003-TOP9 Master Servicer, the 2003-TOP9 Trustee or
the 2003-TOP9 Fiscal Agent, as applicable, shall be entitled to reimbursement
for Pari Passu Loan Nonrecoverable P&I Advances and Pari Passu Loan
Nonrecoverable Servicing Advances (with, in each case, any accrued and unpaid
interest thereon provided for under the 2003-TOP9 Pooling and Servicing
Agreement) in the manner set forth in Section 5.2.

                  SECTION 4.5 INTEREST ON ADVANCES; CALCULATION OF OUTSTANDING
ADVANCES WITH RESPECT TO A MORTGAGE LOAN. Any unreimbursed Advance funded from
the Master 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 the
Master Servicer nor any other party shall be entitled to interest accrued on the
amount of any P&I Advance with respect to any Mortgage Loan or Katy Mills
Companion Loan for the period commencing on the date of such P&I Advance and
ending on the



                                     -105-
<PAGE>


day on which the grace period applicable to the related Mortgagor's obligation
to make the related Scheduled Payment expires pursuant to the related Mortgage
Loan or Katy Mills Companion Loan documents. For purposes of determining whether
a P&I Advance is outstanding, amounts collected with respect to a particular
Mortgage Loan or REO Property or the Katy Mills Companion Loan 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 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 (and the Katy Mills Companion Loan)
that are not Specially Serviced Mortgage Loans, Late Fees and default interest
from the Mortgagor in an amount sufficient to pay Advance Interest. The 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 or the
Katy Mills Companion Loan (other than the portion of such Late Fee and default
interest that relates to the period commencing after the Servicing Transfer
Event in respect of a Specially Serviced Mortgage Loan, as to which the 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 exceed Advance Interest on a "pool basis" for all Mortgage Loans (and
the Katy Mills Companion Loan) other than Specially Serviced Mortgaged Loans.
The 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
to the Master 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 or B Note
or the Katy Mills Companion Loan or 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 Katy
Mills Companion Loan or any 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 Katy Mills Companion Loan, any 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 Katy Mills Companion Loan, B Note, 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 Katy Mills Companion Loan, B Note, Specially Serviced Mortgage Loans or REO
Mortgage Loans, plus any Advance Interest owed to the Trustee with respect to
such Advances


                                     -106-
<PAGE>


and then (iii) the Master Servicer for any Advances outstanding to the Master
Servicer with respect to any of such Mortgage Loans, the Katy Mills Companion
Loan, B Note, Specially Serviced Mortgage Loans or REO Mortgage Loans, plus any
Advance Interest owed to the Master Servicer with respect to such Advances. To
the extent that any Advance Interest payable to the Master 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 or the Master
Servicer, as the case may be, from amounts on deposit in the Certificate Account
(or sub-account thereof) or the Distribution Account pursuant to Section 5.2(a)
or Section 5.3(b)(ii). The Master Servicer's, 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 (and, in the case of the Katy
Mills Companion Loan, the holder thereof) to receive any amounts recovered with
respect to such Mortgage Loans, the Katy Mills Companion Loan or REO Mortgage
Loans.

                  (c) Advance Interest will be paid to the Fiscal Agent, the
Trustee and/or the Master Servicer (in accordance with the priorities specified
in the preceding paragraph) first, from Late Fees and default interest collected
from the Mortgage Loans during the Collection Period during which the related
Advance is reimbursed, 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 "pool basis" for non-Specially Serviced Mortgage Loans and on a
"loan-by-loan basis" (under which Late Fees and default interest will be offset
against the Advance Interest arising only from that particular Specially
Serviced Mortgage Loan) for Specially Serviced Mortgage Loans, as the case may
be, to the payment of Advance Interest on all Advances on such non-Specially
Serviced Mortgage Loans or such Specially Serviced Mortgage Loans, as the case
may be, then being reimbursed. Advance Interest payable to the Master Servicer,
the Special Servicer, the Fiscal Agent or the Trustee in respect of the Loan
Pair shall be allocated to the Katy Mills Pari Passu Loan and the Katy Mills
Companion Loan on a pro rata basis based upon the Principal Balance thereof.

                  (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 the Special Servicer incurs
out-of-pocket expenses, in accordance with the Servicing Standard, in connection
with servicing Specially Serviced Mortgage Loans, the Master Servicer shall
reimburse the Special Servicer for such expenditures within 30 days after
receiving an invoice and a report from the Special Servicer, subject to Section
4.4. With respect to each Collection Period, the Special Servicer shall deliver
such invoice and report to the Master Servicer by the following Determination
Date. All such amounts reimbursed by the Master Servicer shall be a Servicing
Advance. In the event that the Master Servicer fails to reimburse the Special
Servicer hereunder or the Master Servicer determines that such Servicing Advance
was or, if made, would be a Nonrecoverable Advance and the Master Servicer does
not make such payment, the Special Servicer shall notify the Master Servicer and
the Paying Agent in writing of such nonpayment and the amount payable to the
Special Servicer and shall be entitled to receive reimbursement from the Trust
as an Additional Trust Expense. The Master Servicer, the Paying Agent and the
Trustee shall have no obligation to verify the amount payable to the Special
Servicer pursuant to this Section 4.6(e)


                                     -107-
<PAGE>

and circumstances surrounding the notice delivered by the 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 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) Fitch has indicated its intent to reduce, qualify or
withdraw, as applicable, the outstanding rating of any Class of Certificates
because the prospective financial condition or capacity to make Advances of the
Fiscal Agent is insufficient to maintain such rating;

                  (vi) The long-term unsecured debt of the Fiscal Agent is rated
below "AA-" by Fitch, "Aa3" by Moody's or "AA-" by S&P, unless such other rating
shall be acceptable to the Rating Agencies as evidenced by a Rating Agency
Confirmation; or

                  (vii) 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


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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 Account.

                  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 (i) the successor to the Fiscal Agent or
resulting Person shall have a net worth of not less than $100,000,000, (ii) such
successor or resulting Person shall be satisfactory to the Trustee, (iii) such
successor or resulting Person shall execute and deliver to the Trustee an
agreement, in form and substance satisfactory to the Trustee, which contains an
assumption by such Person of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Fiscal Agent
under this Agreement from and after the date of such agreement, (iv) the
successor or surviving entity meets the eligibility requirements set forth in
Section 7.5, and (v) the Fiscal Agent shall deliver to the Trustee an Officer's
Certificate and an Opinion of Counsel acceptable to the Trustee (which opinion
shall be at the expense of the Fiscal Agent) stating that all conditions
precedent to such action under this Section 4.9 have been completed and such
action is permitted by and complies with the terms of this Section 4.9.

                  SECTION 4.10 LIMITATION ON LIABILITY OF THE FISCAL AGENT AND
OTHERS. Neither the Fiscal Agent nor any of the 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 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. In such event, 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 Servicing Advances as provided by this Agreement.
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 directors, officers, employees, agents and Controlling Persons
shall be indemnified by the


                                     -109-
<PAGE>

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 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 directors, officers, employees, agents or
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
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, 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 directors, officers, employees, agents
or Controlling Person for any legal and other expenses reasonably incurred by
the Fiscal Agent or any such 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 Seller, the Paying Agent, the Special Servicer, the
Master Servicer and the Trustee if a claim is made by a third party with respect
to this Section 4.11 entitling the Fiscal Agent, its 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 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, the 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 "Wells Fargo Bank, National Association, as 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 2003-HQ2" (the "Certificate Account"). On or prior to the
Closing Date, the 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 "Wells Fargo Bank, National Association, as Master Servicer for
LaSalle Bank National Association, as Trustee for the


                                     -110-
<PAGE>

Holders of Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2003-HQ2" (the "Interest Reserve Account").

                  (b) On or prior to the date the Master Servicer shall first
deposit funds in a Certificate Account or the Interest Reserve Account, as the
case may be, the 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 Servicer shall take such actions as are necessary to cause the depository
institution holding the Certificate Account and the Interest Reserve Account to
hold such account in the name of the Master Servicer as provided in Section
5.1(a), subject to the Master Servicer's (or its Sub-Servicer's) right to direct
payments and investments and its rights of withdrawal under this Agreement.

                  (c) The Master Servicer shall deposit, or cause to be
deposited, into the 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 the Master
Servicer by the Special Servicer from an REO Account pursuant to Section 9.14),
other than in respect of interest and principal on the Mortgage Loans, the Katy
Mills Companion Loan or any B Note due on or before the Cut-Off Date which shall
be remitted to the Depositor (provided that the Master Servicer (I) may retain
amounts otherwise payable to the Master Servicer as provided in Section 5.2(a)
rather than deposit them into the Certificate Account and (II) shall, rather
than deposit them in the 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, the Katy Mills
                  Companion Loan and any B Note;

                              (B) Interest: subject to subsection (d) hereof,
                  all payments on account of interest on the Mortgage Loans, the
                  Katy Mills Companion Loan and any B Note (minus any portion of
                  any such payment that is allocable to the period prior to the
                  Cut-Off Date which shall be remitted to the Depositor and
                  excluding Interest Reserve Amounts to be deposited in the
                  Interest Reserve Account pursuant to Section 5.1(d) below);

                              (C) Liquidation Proceeds: all Liquidation Proceeds
                  with respect to the Mortgage Loans, the Katy Mills Companion
                  Loan and any 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


                                     -111-
<PAGE>

                  Standard, which proceeds shall be deposited by the Master
                  Servicer into an Escrow Account and not deposited in the
                  Certificate Account;

                              (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 the
                  Master Servicer into an Escrow Account and not deposited in
                  the Certificate Account;

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

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

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

                              (I) Other: all other amounts, including Prepayment
                  Premiums, required to deposited in the Certificate Account
                  pursuant to this Agreement, including Purchase Proceeds of any
                  Mortgage Loans repurchased by the Seller or substitution
                  shortfall amounts (as described in the fifth paragraph of
                  Section 2.3(a)) paid by the Seller in connection with the
                  substitution of any Qualifying Substitute Mortgage Loans,
                  amounts with respect to the Katy Mills Companion Loan and with
                  respect to any B Note, all other amounts received pursuant to
                  the cure and purchase rights set forth in the applicable
                  Intercreditor Agreement.

                  With respect to any A/B Mortgage Loan, the Master Servicer
shall establish and maintain one or more sub-accounts of the Certificate Account
(each an "A/B Loan Custodial Account") into which the Master Servicer shall
deposit any amounts described above that are required to be paid to the holder
of the related B Note pursuant to the terms of the related Intercreditor
Agreement, in each case on the same day as the deposit thereof into the
Certificate Account. Any A/B Loan Custodial Account shall be held in trust for
the benefit of the holder of the related B Note and shall not be part of any
REMIC Pool.

                  With respect to the Loan Pair, the Master Servicer shall
establish and maintain one or more sub-accounts of the Certificate Account (each
a "Katy Mills Companion Loan Custodial Account") into which the Master Servicer
shall deposit any amounts described above that are required to be paid to the
holder of the Katy Mills Companion Loan pursuant to the terms of the related
Pari Passu Intercreditor Agreement, in each case on the same day as the deposit
thereof into the Certificate Account. Each Katy Mills Companion Loan Custodial
Account shall be held in trust for the benefit of the holder of the Katy Mills
Companion Loan and shall not be part of any REMIC Pool.


                                     -112-
<PAGE>

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

                  (d) The 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 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 any conversion to a 30/360 basis as provided in the
definition thereof) 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"). For
purposes of determining amounts to be deposited into the Interest Reserve
Account, the REMIC I Net Mortgage Rate used in this calculation for those months
will be calculated without regard to any adjustment for Interest Reserve Amounts
or the interest accrual basis as described in the proviso to the definition of
"REMIC I Net Mortgage Rate."

                  (e) Funds in the Certificate Account (including any A/B Loan
Custodial Accounts and Katy Mills Companion Loan Custodial Accounts) and
Interest Reserve Account may be invested and, if invested, shall be invested by,
and at the risk of, the Master Servicer in Eligible Investments selected by the
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 2003-HQ2 and the holder of any related B Note or Katy Mills
Companion Loan as their interests may appear." 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 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 Master Servicer which shall deposit the amount of such
loss (to the extent not offset by income from other investments) in the
Certificate Account (and, solely to the extent that the loss is of an amount
credited to an A/B Loan Custodial Account or Katy Mills Companion Loan Custodial
Account, deposit to the related A/B Loan Custodial Account or Katy Mills
Companion Loan Custodial Account, as the case may be) or Interest Reserve
Account, as the case may be, out of its own funds immediately as realized. If
the Master Servicer deposits in or transfers to any Certificate Account, any A/B
Loan Custodial Account, any Katy Mills Companion Loan 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 the Certificate Account, such A/B Loan
Custodial Account, such Katy Mills Companion Loan Custodial Account or Interest
Reserve Account, as the case may be, any provision herein to the contrary
notwithstanding.


                                     -113-
<PAGE>

                  (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 the Master Servicer shall have deposited
in the Certificate Account, Katy Mills Companion Loan Custodial Account, A/B
Loan Custodial Account and 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 the Master Servicer as
additional servicing compensation) the 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 Master Servicer of amounts to be used for payment of Escrow
Amounts for the account of the Mortgagor. The 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. Within 20 days following the
first anniversary of the Closing Date, the Master Servicer shall deliver to the
Trustee, the Paying Agent and the Operating Adviser, for each Mortgage Loan set
forth on Schedule VII hereto, a brief statement as to the status of the work or
project based on the most recent information provided by the Mortgagor. Schedule
VII sets forth those Mortgage Loans as to which an upfront reserve was collected
at closing 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 complete in
accordance with the requirements of the escrow, the Master Servicer and the
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 set forth on Schedule
XVIII, 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, the Master Servicer shall, unless the
Scheduled Payment is received before the end of such Collection Period, 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 or the Assumed
Scheduled Payment, as applicable, and for purposes of the definition of
"Available Distribution Amount" and "Principal Distribution Amount," such
Scheduled Payment or Assumed Scheduled Payment, as applicable, shall be deemed
to have been received in such Collection Period.

                  SECTION 5.2 APPLICATION OF FUNDS IN THE CERTIFICATE ACCOUNT
AND INTEREST RESERVE ACCOUNT.

                  (a) The Master Servicer shall, from time to time, make
withdrawals from the Certificate Account and remit them by wire transfer prior
to 12:00 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 (w) to such account as it shall determine from time to time


                                     -114-
<PAGE>

of amounts payable to the Master Servicer from the Certificate Account (or,
insofar as they relate to a B Note, from the related A/B Loan Custodial Account
or, insofar as they relate to the Katy Mills Companion Loan, from the Katy Mills
Companion Loan Custodial Account) pursuant to clauses (i), (ii), (iii), (iv),
(vi), (viii) and (ix) below; (x) to the account specified in writing by the
Paying Agent from time to time of amounts payable to the Paying Agent and the
Trustee from the Certificate Account (and, insofar as they relate to a B Note,
from the related A/B Loan Custodial Account and, insofar as they relate to the
Katy Mills Companion Loan, from the Katy Mills Companion Loan Custodial Account)
pursuant to clauses (ii), (iii), (v), (vi), (xi), (xii) and (xiii) below; and
(y) to the Special Servicer from time to time of amounts payable to the Special
Servicer from such Certificate Account (and, insofar as they relate to a B Note,
from the related A/B Loan Custodial Account and, insofar as they relate to the
Katy Mills Companion Loan, from the Katy Mills Companion Loan Custodial Account)
pursuant to clauses (i), (iv), (vi), (vii) and (ix) below of the following
amounts, from the amounts specified for the following purposes:

                  (i) Fees: the Master Servicer shall pay (A) to itself Late
Fees (in excess of amounts used to pay Advance Interest) relating to Mortgage
Loans, the Katy Mills Companion Loan or B Notes which are not Specially Serviced
Mortgage Loans, Modification Fees relating to Mortgage Loans, the Katy Mills
Companion Loan or B Notes which are not Specially Serviced Mortgage Loans as
provided in Section 8.18, 50% of any assumption fees payable under Section
8.7(a) or 8.7(b), 100% of any extension fees payable under Section 8.10 or other
fees payable to the Master Servicer hereunder and (B) directly to the Special
Servicer, 50% of any assumption fees as provided in Section 8.7(a), 50% of any
assumption fees as provided in Section 8.7(b), all assumption fees relating to
Specially Serviced Mortgage Loans, 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, and Late Fees collected on
Specially Serviced Mortgage Loans in excess of Advance Interest (which Advance
Interest the Master Servicer shall retain to the extent provided for in this
Agreement) to the extent the Special Servicer is entitled to such Late Fees
under Section 4.5 (provided that the fees specified in this clause (i) shall not
be payable with respect to the 1290 Pari Passu Loan and the Oakbrook Center Pari
Passu Loan);

                  (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 Servicer, 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,
the Katy Mills Companion Loan and any 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 during which such Advance is reimbursed, and then from Excess
Liquidation Proceeds then available and then from any other amounts on deposit
in the Certificate Account; provided that, Late Fees and default interest will
be applied on a "pool basis" for non-Specially Serviced Mortgage Loans (and the
Katy Mills Companion Loan and any B Note) and on a "loan-by-loan basis" (under
which Late Fees and default interest will be offset against the Advance Interest
arising only from the particular Specially Serviced Mortgage Loan)


                                     -115-
<PAGE>

for Specially Serviced Mortgage Loans, as the case may be, to the payment of
Advance Interest on all Advances on such non-Specially Serviced Mortgage Loans
(and the Katy Mills Companion Loan and any B Note) or such Specially Serviced
Mortgage Loans, as the case may be, then being reimbursed or (y) after a Final
Recovery Determination or determination that any Servicing Advance on the
related Mortgage Loan, the Katy Mills Companion Loan or any B Note is a
Nonrecoverable Advance, any Servicing Advances made on the related Mortgage
Loan, the Katy Mills Companion Loan, B Note or REO Property from any funds on
deposit in the Certificate Account (regardless of whether such amount was
recovered from the applicable Mortgage Loan or REO Property) and pay Advance
Interest thereon first, from Late Fees and default interest collected during the
Collection Period during which such Advance is reimbursed (applying such Late
Fees and default interest on a "pool basis" for all non-Specially Serviced
Mortgage Loans (and the Katy Mills Companion Loan and any B Note) and on a
"loan-by-loan basis", as described above, for all Specially Serviced Mortgage
Loans, as the case may be, to the payment of Advance Interest on all Advances on
such non-Specially Serviced Mortgage Loans (and the Katy Mills Companion Loan
and any B Note) or such Specially Serviced Mortgage Loans, as the case may be,
then being reimbursed), then from Excess Liquidation Proceeds then available and
then from any other amounts on deposit in the Certificate Account and (B) in the
case of the 1290 Pari Passu Loan and the Oakbrook Center Pari Passu Loan and
from any funds on deposit in the Certificate Account, to reimburse the 2003-TOP9
Master Servicer, the 2003-TOP9 Trustee and the 2003-TOP9 Fiscal Agent for Pari
Passu Loan Nonrecoverable Servicing Advances and any accrued and unpaid interest
thereon provided for under the 2003-TOP9 Pooling and Servicing Agreement;

                  (iii) P&I Advances (including amounts later to be 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 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 during which such Advance is reimbursed,
and then from Excess Liquidation Proceeds then available and then from any other
amounts on deposit in the Certificate Account; provided that, Late Fees and
default interest will be applied on a "pool basis" for non-Specially Serviced
Mortgage Loans (and the Katy Mills Companion Loan and any B Note) and on a
"loan-by-loan basis" (under which Late Fees and default interest will be offset
against the Advance Interest arising only from the particular Specially Serviced
Mortgage Loan) for Specially Serviced Mortgage Loans 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 or the Katy Mills Companion Loan is a
Nonrecoverable Advance, any P&I Advances made on the related Mortgage Loan or
the Katy Mills Companion Loan or REO Property from any funds on deposit in the
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 during which such Advance is reimbursed (applying such Late Fees and
default interest on a "pool basis" for all non-Specially Serviced Mortgage Loans
(and the Katy Mills Companion Loan) and on a "loan-by-loan basis", as


                                     -116-
<PAGE>

described above, for all Specially Serviced Mortgage Loans, as the case may be,
to the payment of Advance Interest on all Advances on such non-Specially
Serviced Mortgage Loans or such Specially Serviced Mortgage Loans, as the case
may be, then being reimbursed), then from Excess Liquidation Proceeds then
available and then from any other amounts on deposit in the Certificate Account
and (B) in the case of the 1290 Pari Passu Loan and the Oakbrook Center Pari
Passu Loan and from any funds on deposit in the Certificate Account, to
reimburse the 2003-TOP9 Master Servicer, the 2003-TOP9 Trustee and the 2003-TOP9
Fiscal Agent for Pari Passu Loan Nonrecoverable P&I Advances and any accrued and
unpaid interest thereon provided for under the 2003-TOP9 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 Servicer the Special Servicing Fee, the Special
Servicing Stand-by Fee and the Work-Out Fee, 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: upon the occurrence of a Final
Recovery Determination to pay to the Special Servicer from the Certificate
Account, the amount certified by the 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 such Certificate Account
(including any A/B Loan Custodial Accounts and any Katy Mills Companion Loan
Custodial Accounts);

                  (ix) Prepayment Interest Excesses: to pay to the Master
Servicer the amount of the aggregate Prepayment Interest Excesses relating to
Mortgage Loans which are not Specially Serviced Mortgage Loans (to the extent
not offset by Prepayment Interest Shortfalls relating to such Mortgage Loans);
and to pay to the Special Servicer the amount of the aggregate Prepayment
Interest Excesses relating to Specially Serviced Mortgage Loans 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 Mortgage Loans.

                  (x) Correction of Errors: to withdraw funds deposited in the
Certificate Account in error;

                  (xi) Distribution Account: to make payment on each Master
Servicer Remittance Date of the remaining amounts in the Certificate Account
(including any Excess


                                     -117-
<PAGE>

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
Certificate Account pursuant to Section 8.29;

provided, however, that in the case of any B Note:

                  (A) the Master Servicer shall be entitled to make transfers
                  from time to time, from the related A/B Loan Custodial Account
                  to the portion of the Certificate Account that does not
                  constitute the A/B Loan 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 such A/B Mortgage Loan and
                  is allocable to the A/B Mortgage Loan pursuant to this
                  Agreement or the Intercreditor Agreement, and the Master
                  Servicer shall also be entitled to make transfers from time to
                  time, from the related A/B Loan Custodial Account to the
                  portion of the Certificate Account that does not constitute
                  the A/B Loan Custodial Account, of amounts transferred to such
                  related A/B Loan Custodial Account in error, and amounts
                  necessary for the clearing and termination of the Certificate
                  Account pursuant to Section 8.29;

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

                  (C) the Master Servicer shall on each Master Service
                  Remittance Date remit to the holder of the related B Note all
                  amounts on deposit in such A/B Loan 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 such B Note is entitled thereto under the
                  related Intercreditor Agreement (including by way of the
                  operation of any provision of the related Intercreditor
                  Agreement that entitles the holder of the B Note to
                  reimbursement of cure payments made by it).


                                     -118-
<PAGE>

and provided further, however, that in the case of the Katy Mills Companion
Loan:

                  (A) the Master Servicer shall be entitled to make transfers
                  from time to time, from the Katy Mills Companion Loan
                  Custodial Account to the portion of the Certificate Account
                  that does not constitute any Katy Mills Companion Loan
                  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 Loan Pair and is allocable to the Katy Mills
                  Companion Loan, and the Master Servicer shall also be entitled
                  to make transfers from time to time, from the Katy Mills
                  Companion Loan Custodial Account to the portion of the
                  Certificate Account that does not constitute any Katy Mills
                  Companion Loan Custodial Account, of amounts transferred to
                  such Katy Mills Companion Loan Custodial Account in error, and
                  amounts necessary for the clearing and termination of the
                  Certificate Account pursuant to Section 8.29;

                  (B) the Master Servicer shall be entitled to make transfers
                  from time to time, from the Katy Mills Companion Loan
                  Custodial Account to the portion of the Certificate Account
                  that does not constitute any Katy Mills Companion Loan
                  Custodial Account, of amounts not otherwise described in
                  clause (A) above to which the holder of the Katy Mills Pari
                  Passu Loan is entitled under the related Pari Passu
                  Intercreditor Agreement (including in respect of interest,
                  principal and Prepayment Premiums); and

                  (C) the Master Servicer shall, on the later of (i) one (1)
                  Business Day after the related Determination Date or (ii) one
                  (1) Business Day after receipt, remit to the holder of the
                  Katy Mills Companion Loan all amounts on deposit in the Katy
                  Mills Companion Loan 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 Katy Mills Companion Loan is entitled thereto under
                  the related Pari Passu Intercreditor Agreement.

                  Expenses incurred with respect to an A/B Mortgage Loan shall
be allocated in accordance with the Intercreditor Agreement. The Master Servicer
shall keep and maintain a separate accounting for each Mortgage Loan and B Note
for the purpose of justifying any withdrawal or transfer from the Certificate
Account and any A/B Loan Custodial Account. The Master Servicer shall not be
permitted to withdraw any funds from the portion of the Certificate Account that
does not constitute the A/B Loan Custodial Account unless there are no remaining
funds in the related A/B Loan Custodial Account available and required to be
paid in accordance with the related Intercreditor Agreement.

                  Expenses incurred with respect to the Loan Pair shall be
allocated in accordance with the Pari Passu Intercreditor Agreement. The Master
Servicer shall keep and maintain a separate accounting for each Mortgage Loan
and the Katy Mills Companion Loan for the purpose of justifying any withdrawal
or transfer from the Certificate Account and each Katy Mills Companion Loan
Custodial Account.


                                     -119-
<PAGE>

                  (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
Certificate Account (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 set
forth on Schedule XVIII, 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 Master Servicer with
respect to such Scheduled Payment but after the end of such Collection Period
shall be applied by the Master Servicer to reimburse any related P&I Advance
made pursuant to Section 5.1(h), and the 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 second Business Day immediately
preceding such Master Servicer Remittance Date on the Mortgage Loans set forth
on Schedule XVIII, and the Master Servicer shall use its best efforts to remit
to the Distribution Account on any Master Servicer Remittance Date for a
Collection Period any Balloon Payments received after the date that is two
Business Days immediately preceding the related Master Servicer Remittance Date
and prior to the Distribution Date. 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, the Master Servicer shall withdraw all amounts
then in the Interest Reserve Account and deposit such amounts into the
Distribution Account.

                  (d) Notwithstanding the other provisions of this Section 5.2,
the amounts payable to the Master Servicer, the Special Servicer, the Trustee or
the Fiscal Agent, as reimbursements under payments under clauses (a)(ii) and
(a)(iii) above or payable to such parties under clause (a)(vi) above on any
Master Servicer Remittance Date shall be limited (and deferred) to the extent
necessary to prevent any Class of Certificates rated "BBB-" and/or "Baa3" (or
their equivalent) (unless that Class of Certificates is the most subordinated
Class of Certificates then outstanding) from experiencing a shortfall in the
payment of the applicable Distributable Certificate Interest on the related
Distribution Date. Any reimbursements or amounts deferred pursuant to this
Section 5.2(d) shall be payable to such parties on succeeding Master Servicer
Remittance Dates (subject however to the same limitation).

                  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: "Wells Fargo
Bank Minnesota, 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 2003-HQ2, Distribution Account" and

                                     -120-
<PAGE>

(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: "Wells Fargo Bank Minnesota, 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 2003-HQ2, Reserve
Account." The Distribution Account and the Reserve Account shall be Eligible
Accounts. Funds 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.

                  Funds in the Distribution Account may be invested and, if
invested, shall be invested by, and at the risk of, the Paying Agent in Eligible
Investments selected by the Paying Agent which shall mature, unless payable on
demand, not later than such time on the Distribution Date which will allow the
Paying Agent to make withdrawals from the Distribution Account under Section
5.3(b), 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 2003-HQ2 and the holder of any related B Note
as their interests may appear." None of the Depositor, the Mortgagors, the
Special Servicer, the Master Servicer 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 Paying Agent as additional 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 Paying Agent which shall deposit the amount of such loss (to the extent
not offset by income from other investments) in the Distribution Account, as the
case may be, out of its own funds immediately as realized. If the Paying Agent
deposits in or transfers to the Distribution 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 the Distribution
Account, as the case may be, any provision herein to the contrary
notwithstanding.

                  (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 Servicer pursuant to this Agreement, including P&I
Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all
Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting
collections of Excess Interest on the Mortgage Loans into the Excess Interest
Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall
have no duty to remit to the Distribution Account any amounts other than amounts
held in the Certificate Account 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 (other than the P&I Advance Amount for the Katy Mills Companion Loan)
and, on the Master Servicer Remittance Date occurring in March of any year,
commencing in March 2003, amounts held in the Interest Reserve Account. 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:

                                     -121-
<PAGE>

                  (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 Servicer, the
Special Servicer, 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 Servicer and the
Special Servicer and delivered to the Paying Agent by the Master Servicer (no
later than 1:00 p.m., New York time on the Report Date), the Paying Agent shall
make available to any interested party via its internet website initially
located at "www.ctslink.com/cmbs" (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 Servicer and the
Special Servicer 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 June 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
Agents 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 Agents or any
Underwriter. For assistance with the above-mentioned Paying Agent services,
Certificateholders or any party hereto may initially call 301-815-6600.

                                     -122-
<PAGE>

                  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 Servicer or the Special Servicer 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 the Master Servicer, the Special 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 holder of a B Note
or the Katy Mills Companion Loan) 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 such holder of a B Note or the
Katy Mills Companion Loan) such reports and access to non-privileged information
and documentation regarding the Mortgage Loans and the Certificates as such
Certificateholder (or such holder of a B Note or the Katy Mills Companion Loan)
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 such holder of a B
Note or the Katy Mills Companion Loan) for the Paying Agent's actual expenses
incurred in providing such reports and access. The holder of a B Note shall be
entitled to receive information and documentation only with respect to its
related A/B Mortgage Loan and the holder of the Katy Mills Companion Loan shall
be entitled to receive information and documentation only with respect to the
Loan Pair, pursuant hereto.

                  (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 Servicer, the Special Servicer, the Trustee, the Fiscal
Agent, the Operating Adviser, any Certificateholder, the Luxembourg Paying
Agent, prospective Certificate Owner or any Person reasonably designated by any
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,

                                     -123-
<PAGE>

that the Paying Agent shall be permitted to require payment by the requesting
party (other than the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent, the Operating Adviser, any 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
Placement Agents, the Underwriters, each Rating Agency, the Special Servicer,
the Depositor, and solely as with respect to any A/B Mortgage Loan, the holder
of the B Note, originals or copies of, among other things, 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 Paying Agent or 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 under the Code, REMIC Provisions, or other
compliance guidance issued by the Internal Revenue Service or any state or local
taxing authority. Consistent with this Pooling and Servicing Agreement, the
Paying Agent shall provide or cause to be provided (i) to the United States
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; in the case of (i), subject to reimbursement of
expenses relating thereto in accordance with Section 7.12. The 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 as the Paying Agent may
reasonably request from time to time. The Special Servicer is required to
provide to the Master Servicer all information in its possession with respect to
the Specially Serviced Mortgage Loans in order for the Master Servicer 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
Servicer or the Special Servicer 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)

                                     -124-
<PAGE>

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 the Master Servicer, withdraw from the
Distribution Account and pay to the Master Servicer and the Special Servicer 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 Servicer from the Certificate Account), 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, 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, plus interest on such
Realized Losses previously allocated thereto, at the applicable Pass-Through
Rates; and

                                     -125-
<PAGE>

                  (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) an amount equal to Distributable Certificate Interest for
the Class A-1 Certificates, Class A-2 Certificates, Class X-1 Certificates and
Class X-2 Certificates to REMIC II Regular Interest A-1A, REMIC II Regular
Interest A-1B, REMIC II Regular Interest A-1C, REMIC II Regular Interest A-1D,
REMIC II Regular Interest A-1E, REMIC II Regular Interest A-1F, 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 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-1,
REMIC II Regular Interest F-2, 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, divided among such
REMIC II Regular Interests in proportion to (A) 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-1D, REMIC II Regular Interest A-1E, REMIC II
Regular Interest A-1F, REMIC II Regular Interest A-2A, REMIC II Regular Interest
A-2B, REMIC II Regular Interest A-2C and REMIC II Regular Interest A-2D, the
Accrued Certificate Interest for such Distribution Date and (B) 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-1, REMIC II Regular Interest F-2,
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 (a) the Certificate Balance of such
Interest and (b) one-twelfth of the sum of the related Class X-1 Strip Rate and
the related Class X-2 Strip Rate (if any);

                  (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-1D,
REMIC II Regular Interest A-1E, REMIC II Regular Interest A-1F, REMIC II Regular
Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C
and REMIC II Regular Interest A-2D, in reduction of the Certificate Balances
thereof, in an amount up to the Principal Distribution Amount for such
Distribution Date: (A) first, to the 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 the REMIC II Regular Interest
A-1A, to the REMIC II Regular Interest A-1B, the Principal Distribution Amount
for such Distribution Date (reduced by any

                                     -126-
<PAGE>

portion thereof deemed to be distributed to the REMIC II Regular Interest A-1A),
until the Certificate Balance of the REMIC II Regular Interest A-1B has been
reduced to zero, and upon payment in full of the Certificate Balance of the
REMIC II Regular Interest A-1B, to the REMIC II Regular Interest A-1C, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof deemed to be distributed to the REMIC II Regular Interest A-1A and
A-1B), until the Certificate Balance of the REMIC II Regular Interest A-1C has
been reduced to zero, and upon payment in full of the Certificate Balance of the
REMIC II Regular Interest A-1C, to the REMIC II Regular Interest A-1D, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof deemed to be distributed to the REMIC II Regular Interest A-1A, A-1B,
and A-1C), until the Certificate Balance of the REMIC II Regular Interest A-1D
has been reduced to zero, and upon payment in full of the Certificate Balance of
the REMIC II Regular Interest A-1D, to the REMIC II Regular Interest A-1E, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof deemed to be distributed to the REMIC II Regular Interest A-1A, A-1B,
A-1C and A-1D), until the Certificate Balance of the REMIC II Regular Interest
A-1E has been reduced to zero and upon payment in full of the Certificate
Balance of the REMIC II Regular Interest A-1E, to the REMIC II Regular Interest
A-1F, the Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof deemed to be distributed to the REMIC II Regular Interest
A-1A, A-1B, A-1C, A-1D and A-1E), until the Certificate Balance of the REMIC II
Regular Interest A-1F has been reduced to zero, and (B) second, to the REMIC II
Regular Interest A-2A, the Principal Distribution Amount for such Distribution
Date (reduced by any portion thereof deemed to be distributed to the REMIC II
Regular Interest A-1A, A-1B, A-1C, A-1D, A-1E and A-1F), until the Certificate
Balance of the REMIC II Regular Interest A-2A has been reduced to zero, and upon
payment in full of the Certificate Balance of the REMIC II Regular Interest
A-2A, to the REMIC II Regular Interest A-2B, the Principal Distribution Amount
for such Distribution Date (reduced by any portion thereof deemed to be
distributed to the REMIC II Regular Interest A-1A, A-1B, A-1C, A-1D, A-1E, A-1F
and A-2A), until the Certificate Balance of the REMIC II Regular Interest A-2B
has been reduced to zero, and upon payment in full of the Certificate Balance of
the REMIC II Regular Interest A-2B, to the REMIC II Regular Interest A-2C, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof deemed to be distributed to the REMIC II Regular Interest A-1A, A-1B,
A-1C, A-1D, A-1E, A-1F, A-2A and A-2B), until the Certificate Balance of the
REMIC II Regular Interest A-2C has been reduced to zero, and upon payment in
full of the Certificate Balance of the REMIC II Regular Interest A-2C, to the
REMIC II Regular Interest A-2D, the Principal Distribution Amount for such
Distribution Date (reduced by any portion thereof deemed to be distributed to
the REMIC II Regular Interest A-1A, A-1B, A-1C, A-1D, A-1E, A-1F, A-2A, A-2B and
A-2C), until the Certificate Balance of the REMIC II Regular Interest A-2D has
been reduced to zero;

                  (iii) to REMIC II Regular Interest A-1A, REMIC II Regular
Interest A-1B, REMIC II Regular Interest A-1C, REMIC II Regular Interest A-1D,
REMIC II Regular Interest A-1E, REMIC II Regular Interest A-1F, 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 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-1,
REMIC II Regular Interest F-2, 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,

                                     -127-
<PAGE>

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-1D, REMIC II Regular Interest A-1E, REMIC II Regular
Interest A-1F, 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 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-1, REMIC II Regular Interest F-2, 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, 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-1D, REMIC II Regular Interest A-1E, REMIC II Regular
Interest A-1F, REMIC II Regular Interest A-2A, REMIC II Regular Interest A-2B,
REMIC II Regular Interest A-2C and REMIC II Regular Interest A-2D, as a result
of the allocation of Realized 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;

                  (iv) to the 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 Balance of the
REMIC II Regular Interest A-2D, 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 the REMIC II Regular Interest B has been
reduced to zero;

                  (vi) to the REMIC II Regular Interest B, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus one month's
interest at the applicable Pass-Through Rate on such Realized Losses;

                  (vii) to the 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
and , 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 the
REMIC II Regular Interest B, to the 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 the REMIC II Regular Interest C-1 has been reduced to
zero, and upon payment in full of the Certificate Balance of the REMIC II
Regular Interest C-1, to the REMIC II Regular Interest C-2, the Principal
Distribution Amount

                                     -128-
<PAGE>

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 C-2 has been reduced to zero, and upon
payment in full of the Certificate Balance of the REMIC II Regular Interest C-2,
to the 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
the REMIC II Regular Interest C-3 has been reduced to zero and upon payment in
full of the Certificate Balance of the REMIC II Regular Interest C-3, to the
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
the REMIC II Regular Interest C-4 has been reduced to zero;

                  (ix) to the 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, 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 the REMIC II Regular Interest D, the remainder of the
Distributable Certificate Interest for such Interests for such Distribution
Date, to the extent not distributed pursuant to clause (i) above;

                  (xi) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest C-4, to the 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 the REMIC II Regular Interest D, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus one month's
interest at the applicable Pass-Through Rate on such Realized Losses;

                  (xiii) to the 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 the
REMIC II Regular Interest D, to the 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 the REMIC II Regular Interest E-1 has been reduced to
zero, and upon payment in full of the Certificate Balance of the REMIC II
Regular Interest E-1, to the 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 the REMIC II Regular Interest E-2 has been reduced to
zero;

                                     -129-
<PAGE>

                  (xv) to the REMIC II Regular Interest E-1 and REMIC II Regular
Interest E-2, to reimburse any unreimbursed Realized Losses previously allocated
thereto, 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 the REMIC II Regular Interest F-1 and REMIC II
Regular Interest F-2, 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;

                  (xvii) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest E-2, to the REMIC II Regular Interest F-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 the REMIC II Regular Interest F-1 has been
reduced to zero, and upon payment in full of the Certificate Balance of the
REMIC II Regular Interest F-1, to the REMIC II Regular Interest F-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 the REMIC II Regular Interest F-2 has been
reduced to zero;

                  (xviii) to the REMIC II Regular Interest F-1 and REMIC II
Regular Interest F-2, to reimburse any unreimbursed Realized Losses previously
allocated thereto, 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;

                  (xix) to the 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 the
REMIC II Regular Interest F-2, to the 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 the REMIC II Regular Interest G has been reduced to zero;

                  (xxi) to the REMIC II Regular Interest G, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus one month's
interest at the applicable Pass-Through Rate on such Realized Losses;

                  (xxii) to the REMIC II Regular Interest H-1 and REMIC II
Regular Interest H-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;

                  (xxiii) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest G, to the REMIC II Regular Interest H-1, the Principal
Distribution Amount for

                                     -130-
<PAGE>

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 H-1 has been reduced to zero, and upon payment in
full of the Certificate Balance of the REMIC II Regular Interest H-1, to the
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
the REMIC II Regular Interest H-2 has been reduced to zero;

                  (xxiv) to the REMIC II Regular Interest H-1 and REMIC II
Regular Interest H-2, to reimburse any unreimbursed Realized Losses previously
allocated thereto, 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;

                  (xxv) to the 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 the
REMIC II Regular Interest H, to the 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 the REMIC II Regular Interest J has been reduced to zero;

                  (xxvii) to the REMIC II Regular Interest J, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus one month's
interest at the applicable Pass-Through Rate on such Realized Losses;

                  (xxviii) to the 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 the
REMIC II Regular Interest J, to the 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 the REMIC II Regular Interest K has been reduced to zero;

                  (xxx) to the REMIC II Regular Interest K, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus one month's
interest at the applicable Pass-Through Rate on such Realized Losses;

                  (xxxi) to the 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 the
REMIC II Regular Interest K, to the 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

                                     -131-
<PAGE>

preceding provisions hereof), until the Certificate Balance of the REMIC II
Regular Interest L has been reduced to zero;

                  (xxxiii) to the REMIC II Regular Interest L, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus one month's
interest at the applicable Pass-Through Rate on such Realized Losses;

                  (xxxiv) to the 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 the
REMIC II Regular Interest L, to the 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 the REMIC II Regular Interest M has been reduced to zero;

                  (xxxvi) to the REMIC II Regular Interest M, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus one month's
interest at the applicable Pass-Through Rate on such Realized Losses;

                  (xxxvii) to the 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
the REMIC II Regular Interest M, to the 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 the REMIC II Regular Interest N has been
reduced to zero;

                  (xxxix) to the REMIC II Regular Interest N, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus one month's
interest at the applicable Pass-Through Rate on such Realized Losses;

                  (xl) to the 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 the
REMIC II Regular Interest N, to the 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 the REMIC II Regular Interest O has been reduced to zero;

                  (xlii) to the REMIC II Regular Interest O, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus one month's
interest at the applicable Pass-Through Rate on such Realized Losses;

                                     -132-
<PAGE>

                  (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 the 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 any Excess Interest) 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 X-1 Certificates and Class X-2 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 and Class A-2
Certificates, 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
and 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;

                  (iii) to the Holders of the Class A Certificates, Class X-1
Certificates and Class X-2 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-2 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;

                                     -133-
<PAGE>

                  (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;

                                     -134-
<PAGE>


                  (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;

                                     -135-
<PAGE>

                  (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 Regular Certificates
have been reduced to zero,

                                     -136-
<PAGE>

and Realized Losses previously allocated to each Holder have been reimbursed to
the Holders of the REMIC 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 and Class A-2 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 and Class A-2 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-1D, A-1E, A-1F, A-2A, A-2B, A-2C and A-2D, 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 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.

                  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 Interest; and to the extent that such Realized
Interest Loss exceeds such amount, shall be treated as an Expense Loss;

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                  (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 after making all
other allocations for such Distribution Date.

                  (b) In the event that the Master Servicer, the Trustee or the
Fiscal Agent, determines that an Advance previously made by it is a
Nonrecoverable Advance and the Master Servicer withdraws the amount of such
Advance from the 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 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 the 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 Master Servicer
previously had withdrawn amounts from the 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, the Master Servicer shall compute the Realized Loss with respect to such
Mortgage Loan 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)(ii) above, in proportion to the amount of such reductions;

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                  (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)(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;

                  (iii) the portion of the amount recovered on the Mortgage Loan
with respect to which amounts were withdrawn from the 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)(i) 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 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)(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; and

                  (v) the portion of the amount recovered on the Mortgage Loan
with respect to which amounts were withdrawn from the 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
on the REMIC I 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 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-1D, REMIC II Regular Interest A-1E, REMIC II Regular Interest A-1F, 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 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-1, REMIC II Regular Interest F-2, , REMIC II Regular Interest G, REMIC II
Regular Interest H-1, REMIC II Regular Interest H-2, REMIC II

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<PAGE>

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 Regular Certificates in Reverse Sequential Order, in each case
reducing (A) the Certificate Balance of such Class until such Certificate
Balance is reduced to zero (in the case of the Principal Balance Certificates);
(B) Unpaid Interest owing to such Class to the extent thereof and (C)
Distributable Certificate Interest owing to such Class, provided, that such
reductions shall be allocated among the Class A-1 Certificates, Class A-2
Certificates, Class X-1 Certificates and Class X-2 Certificates, pro rata, based
upon their outstanding Certificate Balances or accrued interest, as the case may
be, and provided further, that Realized Losses shall not reduce the Aggregate
Certificate Balance of the REMIC III 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 Interests 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
Shortfall with respect to a B Note shall be allocated to any Class of
Certificates.

                  SECTION 6.8 ADJUSTMENT OF SERVICING FEES. The Master Servicing
Fee payable to the 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 Special Servicer shall have obtained (A) an
Appraisal of the Mortgaged Property securing the related Mortgage Loan or Loan
Pair, if the Principal Balance of

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such Mortgage Loan or Loan Pair exceeds $2,000,000 or (B) at the option of the
Special Servicer, if such Principal Balance is less than or equal to $2,000,000,
either an internal valuation prepared by the Special Servicer in accordance with
MAI standards or an Appraisal which in all cases shall be completed as of the
date that such Mortgage Loan or Loan Pair becomes a Required Appraisal Loan;
provided that if the Special Servicer determines that there has been no material
change in conditions affecting the Mortgaged Property's value and the Special
Servicer had completed or obtained an Appraisal or internal valuation within the
immediately prior 12 months, the 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 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.
Notwithstanding the foregoing, an Appraisal shall not be required so long as a
guaranty or surety bond that is rated at least "BBB-" (or its equivalent) by a
nationally recognized statistical rating organization, or debt service reserve
or a letter of credit is available and has the ability to pay off the then
outstanding Principal Balance of the Mortgage Loan in full, except to the extent
that the Special Servicer, in accordance with the Servicing Standard, determines
that obtaining an Appraisal is in the best interests of the Certificateholders.
Such Appraisal or valuation shall be conducted in accordance with the definition
of "market value" as set forth in 12 C.F.R. (Section) 225.62 and shall be
updated at least annually to the extent such Mortgage Loan remains a Required
Appraisal Loan. The cost of any such Appraisal or valuation, if not performed by
the 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, Loan Pair
or Mortgaged Property does not cover the expense, such unpaid expense shall be,
subject to Section 4.4 hereof, advanced by the Master Servicer at the request of
the Special Servicer pursuant to Section 4.6 in which event it shall be treated
as a Servicing Advance. The Master Servicer, based on the Appraisal or internal
valuation provided to it by the Special Servicer, shall calculate any Appraisal
Reduction. The Master Servicer shall calculate or recalculate the Appraisal
Reduction for any Mortgage Loan and Loan Pair based on updated Appraisals or
internal valuations provided from time to time to it by the Special Servicer.
Notwithstanding the foregoing, the terms of this Section 6.9 shall not be
applicable to the 1290 Pari Passu Loan and the Oakbrook Center Pari Passu Loan
if the 2003-TOP9 Special Servicer shall have performed such obligations with
respect to such Mortgage Loan pursuant to the terms of the 2003-TOP9 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.

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<PAGE>

                  SECTION 6.11 PREPAYMENT PREMIUMS. Any Prepayment Premium
collected with respect to a Mortgage Loan (but not a B Note or the Katy Mills
Companion Loan, which Prepayment Premium is payable to the holder of the related
B Note or the holder of the Katy Mills Companion Loan, as applicable) 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
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 collected during the related Collection Period. Any portion
of such Prepayment Premium that is not so distributed to the Holders of such
Principal Balance Certificates will be distributed to the Holders of the Class X
Certificates. On any Distribution Date on or before March 2008, 55% of the
Prepayment Premium 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 45% of the Prepayment Premium 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 March
2008, any portion of such Prepayment Premium 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. The Trustee shall not be responsible for
the Paying Agent's failure to comply with any withholding requirements.

                                  ARTICLE VII

         CONCERNING THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT AND
                           THE LUXEMBOURG 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

                                     -142-
<PAGE>

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 and 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 Servicer 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) Neither the Trustee, the Fiscal Agent nor the Paying Agent
nor any of their respective 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 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) neither the Trustee, the Fiscal Agent nor the Paying Agent
nor any of their respective 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) neither the Trustee, the Fiscal Agent nor the Paying
Agent nor any of their respective directors, officers, employees, agents or
Controlling Persons shall be responsible for any act or omission of the Master
Servicer, the Special Servicer, the Depositor or

                                     -143-
<PAGE>

either 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 nor 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, the Fiscal Agent or the 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) neither the Trustee, the Fiscal Agent nor the Paying
Agent shall be charged with knowledge of any failure by the Master Servicer or
the 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.

                  (d) For so long as the Certificates are listed on the
Luxembourg Stock Exchange, the Depositor shall cause the continuing obligations
under the listing rules for the Luxembourg Stock Exchange to be complied with in
respect of the Certificates. The Trustee, the Fiscal Agent and the Paying Agent
shall not be liable for a failure in compliance with such continuing obligations
under the listing rules of the Luxembourg Stock Exchange if such failure is
caused by the negligence or willful misconduct of the Luxembourg Paying Agent.

                  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) neither the Trustee nor the Fiscal Agent nor the Paying
Agent nor any of their respective directors, officers, employees, agents or
Controlling Persons shall be

                                     -144-
<PAGE>

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
the Master Servicer, the Special Servicer, the Depositor or the actions or
omissions of each other;

                  (vi) neither the Trustee nor the Fiscal Agent nor the Paying
Agent shall be required to obtain a deficiency judgment against a Mortgagor;

                  (vii) neither the Trustee nor the Fiscal Agent nor 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) neither the Trustee nor the Fiscal Agent nor 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, neither
the Trustee nor the Fiscal Agent nor 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, neither the Trustee nor the Fiscal
Agent nor the Paying Agent shall be responsible for any act or omission of the
Master Servicer, the Special Servicer, the Depositor or of each other.

                                     -145-
<PAGE>

                  (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.

                  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 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

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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 the Master
Servicer or the 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 the Master Servicer or the 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 and Fiscal 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 and the Fiscal Agent" and with respect to the
Paying Agent, to the extent of information furnished by the Paying Agent under
the caption "DESCRIPTION OF THE OFFERED CERTIFICATES-- Paying Agent, Certificate
Registrar and Authenticating Agent" each 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. Neither the Trustee nor the Fiscal Agent nor the Paying Agent shall be
liable for any action or failure of any action by the Depositor or the Master
Servicer or the Special Servicer or by each other hereunder. Neither the Trustee
nor the Fiscal Agent nor 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 the Master Servicer); the compliance by the
Depositor, the Seller, the Mortgagor or the Master Servicer or the 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 the Master Servicer or the Special Servicer or any loss
resulting therefrom; the failure of the Master Servicer or any Sub-Servicer or
the 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
the Master Servicer or the 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

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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 "Prime-1" by Moody's and "A-1" by S&P and whose long-term senior unsecured
debt, or that of its Fiscal Agent, if applicable, is rated not less than "AA-"
by Fitch (and, if the Trustee is rated "AA-" by Fitch, a short-term rating of at
least "F-1" in the case of Fitch), "Aa3" by Moody's and "A+" by S&P, provided,
that if the Fiscal Agent is rated at least "AA-" by Fitch (and, if the Fiscal
Agent is rated "AA-" by Fitch, the Fiscal Agent also has a short-term rating of
at least "F-1" from Fitch), "AA-" by S&P and "Aa3" by Moody's, then the Trustee
must be rated not less than "A-" by Fitch, "A-" by S&P and "A3" by Moody's, 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.

                  (b) 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 Fitch, "A2" by Moody's and "A" by S&P, 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 Servicer 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
Servicer, 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

                                     -148-
<PAGE>

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 Servicer 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 so removed, one copy to the successor Fiscal Agent, and one
copy to each of the Trustee, the Master Servicer 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. 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(b) 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

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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 the Rating
Agencies, 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 Servicer 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, Fiscal Agent or 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, 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, Fiscal Agent 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


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<PAGE>

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 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

                                     -151-
<PAGE>

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 the Master Servicer or 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 the 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;

                                     -152-
<PAGE>

                  (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.

                                     -153-
<PAGE>

                  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 Fiscal Agent, the Certificate Registrar
and the Paying Agent and each of its respective 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 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 the Master Servicer, the Special Servicer or the Depositor or of

                                     -154-
<PAGE>

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
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 Master Servicer, the Seller, 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, Master Servicer, the
Seller, 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 directors, officers, employees or 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 directors, officers, employees or 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

                                     -155-
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may be, their respective 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 director, officer, employee, agent 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 and the Fiscal Agent" and in the case
of the Paying Agent, the third and fourth sentences under the "DESCRIPTION OF
THE OFFERED CERTIFICATES--The Paying Agent, Certificate Registrar and the
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 Seller if a claim is made by a third party with respect to this Section
7.11(c) entitling such person, its 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
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

                                     -156-
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Persons not regularly in its employ), not including expenses incurred in the
ordinary course of performing its duties as Trustee, 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 Master
Servicer, the Trustee or the Paying Agent, as the case may be, shall request the
Master Servicer to 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 the Master Servicer is terminated
pursuant to this Agreement, the Trustee shall be the successor in all respects
to the 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 the Master Servicer by the terms and provisions
of this Agreement; provided that, any failure to perform such duties or
responsibilities caused by the 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 the Master Servicer contained in this
Agreement or (ii) any obligation incurred by the Master Servicer prior to its
termination or resignation (including, without limitation, the Master Servicer's
obligation to repay losses resulting from the investment of funds in any account
established under this Agreement). In the Trustee's capacity as such successor,
the Trustee shall have the same limitations on liability granted to the Master
Servicer in this Agreement. As compensation therefor, the Trustee shall be
entitled to receive all the compensation payable to the 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 the Master Servicer hereunder in
the assumption of all of the responsibilities, duties or liabilities of a
servicer as Master Servicer hereunder. Pending any such appointment, the Trustee
shall act as the Master Servicer as hereinabove provided. Any entity designated
by the Trustee

                                     -157-
<PAGE>

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 Master
Servicer shall cooperate with the Trustee and any successor servicer in
effecting the termination of the 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 the 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 the Master Servicer in the Certificate Account and
any other account or fund maintained with respect to the Certificates or
thereafter be received by the 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 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 the 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 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 the Special Servicer is terminated
pursuant to this Agreement, in accordance with Section 9.30, the Trustee shall
be the successor in all respects to the 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 the
Special Servicer by the terms and provisions of this Agreement; provided that,
any failure to perform such duties or responsibilities caused by the 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 the Special
Servicer contained in this Agreement or (ii) any obligation incurred by the
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 the Special Servicer in this Agreement. As compensation
therefor, the Trustee shall be entitled to receive all the compensation payable
to the Special Servicer set forth in this Agreement, including, without
limitation the Special Servicer Compensation (other than any Work-Out Fee
payable pursuant to Section 9.11).

                  (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

                                     -158-
<PAGE>

successor to the 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 as the
Special Servicer 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 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 Special Servicer shall cooperate with the Trustee and any
successor Special Servicer in effecting the termination of the 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 the 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 Special Servicer in the Certificate Account and any other account or fund
maintained with respect to the Certificates or thereafter be received by the
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 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 the 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 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 the
Master Servicer, the Paying Agent or the Special Servicer, or appointment of a
successor to the Master Servicer, the Paying Agent or the Special Servicer, the
Trustee shall promptly mail notice thereof by first class mail to the Rating
Agencies, the Operating Adviser, the Seller 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;

                                     -159-
<PAGE>

                  (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

                                     -160-
<PAGE>

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;

                                     -161-
<PAGE>

                  (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 Fitch, if rated by Fitch, "Baa1" as rated by Moody's,
if rated by Moody's and "BBB" as rated by S&P, if rated by S&P, 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.

                  SECTION 7.18 APPOINTMENT OF LUXEMBOURG PAYING AGENT;
NOTIFICATION TO CERTIFICATEHOLDERS.

                  (a) The Depositor shall maintain a paying agent in Luxembourg
(the "Luxembourg Paying Agent") for payments on the Certificates as well as a
transfer agent in Luxembourg (the "Luxembourg Transfer Agent") for so long as
such Certificates are listed on the Luxembourg Stock Exchange and the rules of
such exchange so require and the Depositor shall pay the reasonable fees of such
Luxembourg Paying Agent and Luxembourg Transfer

                                     -162-
<PAGE>

Agent. The Depositor shall appoint a successor Luxembourg Paying Agent if
necessary. Except as set forth in this Section 7.18(a), neither the Trustee nor
the Paying Agent shall have any responsibility for the actions or inactions of
the Luxembourg Paying Agent, including any failure of the Luxembourg Paying
Agent to make timely distributions to Certificateholders or beneficial owners
(other than any such failure resulting from the failure of the Paying Agent to
timely remit funds but only to the extent such failure is caused by the Paying
Agent's negligence or willful misconduct). The Certificate Registrar shall not
be responsible for transfers or exchanges requested at the office of the
Luxembourg Transfer Agent in Luxembourg until it receives written notice from
such transfer agent, together with the Certificates to be transferred or
exchanged. The Luxembourg Paying Agent shall each month download copies of all
information made available on the Paying Agent's internet website, print such
information and make it available to the Certificateholders upon request. The
Luxembourg Paying Agent shall not be the Paying Agent and the duties of the
Luxembourg Paying Agent hereunder shall be distinct from the duties of the
Paying Agent.

                  (b) For so long as the Certificates are listed on the
Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so
require, the Depositor undertakes to cause the Luxembourg Paying Agent to
publish all notices to Certificateholders in a daily newspaper of general
circulation in Luxembourg.

                  (c) For so long as any of the Certificates are listed on the
Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so
require, the Paying Agent shall make available or provide the following
information on the Paying Agent's internet website:

                  (i) to Clearstream, Euroclear and the Luxembourg Paying Agent
promptly upon determination, the Pass-Through Rates for the related Interest
Accrual Period, the amount of principal and interest distributable on the
related Distribution Date for each Class of Certificates, per $1,000 initial
Certificate Balance or Notional Amount and the date each distribution will be
made;

                  (ii) to the Luxembourg Paying Agent on each Distribution Date,
the Certificate Balance or Notional Amount of the Certificates;

                  (iii) to the Luxembourg Paying Agent promptly following
availability, each report, certificate or statement required to be delivered to
the Luxembourg Paying Agent pursuant to Section 5.4;

                  (iv) to the Luxembourg Paying Agent promptly following receipt
thereof, all notices and reports regarding any termination of the Trustee or
Paying Agent or appointment of a successor to the Trustee or Paying Agent; and

                  (v) to the Luxembourg Paying Agent promptly following receipt
thereof, all notices and reports regarding any occurrence of an Event of
Default.

                  Information provided, as set forth above, by the Paying Agent
to the Luxembourg Paying Agent shall be supplied by the Luxembourg Paying Agent
to the Luxembourg Stock Exchange. Such information shall be made available to
the Certificateholders at the main office of the Luxembourg Paying Agent.

                                     -163-
<PAGE>

                  None of the Certificates will be listed on the Luxembourg
Stock Exchange or any other stock exchange.

                                  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 any A/B Mortgage Loan and Loan Pair, for the
benefit of the holder of the related B Note and the Katy Mills Companion Loan,
the Master Servicer shall service and administer the Mortgage Loans, any B Note
and the Katy Mills Companion Loan in accordance with the Servicing Standard and
the terms of this Agreement (subject to the servicing of the 1290 Pari Passu
Loan and the Oakbrook Center Pari Passu Loan by the 2003-TOP9 Master Servicer
and the 2003-TOP9 Special Servicer in accordance with the 2003-TOP9 Pooling and
Servicing Agreement). Certain of the provisions of this Article VIII make
explicit reference to their applicability to Mortgage Loans, any B Note and the
Katy Mills Companion Loan; notwithstanding such explicit references, references
to "Mortgage Loans" contained in this Article VIII, unless otherwise specified,
shall be construed to refer also to such B Note and the Katy Mills Companion
Loan(but any other terms that are defined in Article I and used in this Article
VIII shall be construed according to such definitions without regard to this
sentence).

                  In connection with such servicing and administration, the
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 any A/B Mortgage Loan or Loan
Pair, the Certificateholders and the holder of the related B Note and the Katy
Mills Companion Loan, all taken as a collective whole); provided, however, that
nothing herein contained shall be construed as an express or implied guarantee
by the 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 Master Servicer, including with
respect to Master Servicing Fees or the right to be reimbursed for Advances.


                  (b) The Master Servicer, in the case of an event specified in
clause (x) of this subclause (b), and the 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, the Seller and, in the case of an A/B Mortgage Loan, the holder of the
related B Note and, in the case of the Loan Pair, the holder of the Katy Mills
Companion Loan, 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 the Master

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Servicer has actual knowledge of any event giving rise to a claim under an
Environmental Insurance Policy, the Master Servicer shall notify the Special
Servicer to such effect and the 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
Master Servicer as a Servicing Advance.

                  (d) In connection with any extension of the Maturity Date of a
Mortgage Loan, the 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 SERVICER. The 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 the
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 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 the Master Servicer
is not in any event less than "A" as rated by Fitch, "Baa1" as rated by Moody's
and "BBB" as rated by S&P, respectively, the Master Servicer may self-insure for
the Servicer Fidelity Bond and the Servicer Errors and Omissions Insurance
Policy.

                  SECTION 8.3 MASTER SERVICER'S GENERAL POWER AND DUTIES.

                  (a) The Master Servicer shall service and administer the
Mortgage Loans and shall, subject to Sections 8.7, 8.18, 8.19, 8.27 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 any A/B Mortgage Loan and Loan Pair, subject to the applicable
Intercreditor Agreement or Pari Passu Intercreditor Agreement and, in the case
of the 1290 Pari Passu Loan and the Oakbrook Center Pari Passu Loan, subject to
the servicing of the 1290 Pari Passu Loan and the Oakbrook Center Pari Passu
Loan by the 2003-TOP9 Master Servicer and the 2003-TOP9 Special Servicer, as
applicable), 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 any B Note, the holder of the B Note
and, in connection with the Loan Pair, the holder of the Katy Mills Companion
Loan) 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

                                     -165-
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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 Master Servicer deems reasonable under the circumstances,
(F) to execute and deliver, on behalf of the Certificateholders (and, if
applicable, the holder of the B Note and the Katy Mills Companion Loan) 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, any B Note and the Katy Mills Companion Loan under the terms of the
Mortgage, including all rights of consent or approval thereunder, subject to
Sections 8.7 and 8.18 of this Agreement, (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, if applicable, the holders of the B Note and the Katy Mills
Companion Loan) 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 with respect to
the Mortgaged Properties, and (M) hold 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." Notwithstanding the above, the Master Servicer shall have no power to
(i) waive any Prepayment Premiums or (ii) consent to any modification of a Money
Term of a Mortgage Loan. Nothing contained in this Agreement shall limit the
ability of the Master Servicer 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 Servicer was not a party to this Agreement or to the
transactions contemplated hereby; provided, however, that this sentence shall
not modify the Servicing Standard.

                  (b) The Master Servicer shall not 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. The Master
Servicer shall be required to make all

                                     -166-
<PAGE>

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 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 (but
not on any 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. The Master Servicer shall
give notice within three Business Days to the Special Servicer of any
collections it receives from any Specially Serviced Mortgage Loans, subject to
changes agreed upon from time to time by the Special Servicer and the Master
Servicer. The Special Servicer shall instruct within one Business Day after
receiving such notice the Master Servicer on how to apply such funds. The Master
Servicer within one Business Day after receiving such instructions shall apply
such funds in accordance with the 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. The Master
Servicer shall not 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 shall sign the Power of Attorney attached hereto as Exhibit S-1. The
Master Servicer, shall promptly notify the Trustee of the execution and delivery
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 Servicer or the Special Servicer,
the Trustee shall execute and return to the Master Servicer or the Special
Servicer any additional powers of attorney and other documents necessary or
appropriate to enable the Master Servicer and the 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. The 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 the Master Servicer. Notwithstanding anything contained herein to
the contrary, neither the Master Servicer nor the Special Servicer shall 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 or
Special Servicer's, as applicable, representative capacity, or (ii) knowingly
take any action that causes 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 that the Master Servicer or
the Special Servicer, as the case may be, is servicing pursuant to its
respective duties herein (in which case the Master Servicer or the Special
Servicer, as the case may be, shall give three (3) Business Days 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) The 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).

                                     -167-
<PAGE>

                  (e) The Master Servicer shall segregate and hold all funds
collected and received pursuant to any Mortgage Loan (other than the 1290 Pari
Passu Loan and the Oakbrook Center 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
(1) Business Day after receipt. Each Escrow Account shall be an Eligible
Account, except with respect to Mortgage Loans identified on Schedule VI for
which Escrow Accounts shall be transferred to Eligible Accounts at the earliest
date permitted under the related Mortgage Loan documents. The Master Servicer
shall also deposit into each 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 Certificate Account (or any
sub-account thereof) to reimburse the 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 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 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) the Master
Servicer may direct any depository institution or trust company in which the
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 the Master Servicer to meet the payment obligations for which the Escrow
Account was established; (ii) the Master Servicer shall be entitled to all
income and gain realized from any such investment of funds as additional
servicing compensation; and (iii) the Master Servicer shall deposit from its own
funds in the applicable Escrow Account the amount

                                     -168-
<PAGE>

of any loss incurred in respect of any such investment of funds immediately upon
the realization of such loss. The Master Servicer 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 Servicer shall not be
required to invest amounts on deposit in Escrow Accounts in Eligible Investments
or Eligible Accounts to the extent that the Master Servicer is 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 the Master
Servicer is not entitled to direct the investment of such funds, (1) the 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 the 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 Servicer
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 Servicer to meet the payment obligations for which
the Escrow Account was established, and (ii) the Master Servicer 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 Servicer and the
Special Servicer 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 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 the 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 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 Master Servicer 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 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 the
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 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 U.S. Treasury obligations, (ii) the Master Servicer has determined
that the defeasance will not result in an Adverse REMIC Event, (iii) either (A)
the related Mortgagor designates a

                                     -169-
<PAGE>

Single-Purpose Entity (if the Mortgagor no longer complies) to own the
Defeasance Collateral (subject to customary qualifications) or (B) the Master
Servicer has established a Single-Purpose Entity to hold all Defeasance
Collateral relating to the Defeasance Loans, (iv) the 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) a Rating Agency Confirmation is received 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 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 the payments described
in paragraph 39 of Exhibit 2 to the Mortgage Loan Purchase Agreement regarding
the obligation of a Mortgagor to pay the reasonable costs and expenses
associated with a defeasance of the related Mortgage Loan are insufficient to
reimburse the Trust, including, but not limited to, rating agency fees, then the
sole obligation of the Seller shall be to pay an amount equal to such
insufficiency or expense to the extent the related Mortgagor is not required to
pay such amount. Promptly upon receipt of notice of such insufficiency or unpaid
expense, the Master Servicer shall request the Seller to make such payment by
deposit to the Certificate Account.

                  In the case of a Specially Serviced Mortgage Loan, the 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 Special Servicer that the 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 the 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 Special Servicer will process the defeasance of
such Specially Serviced Mortgage Loan, and the Special Servicer shall be
entitled to any fees paid relating to such defeasance.

                  (i) The 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 Mortgage Loan 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

                                     -170-
<PAGE>

Lease should thereafter be forwarded to the Master Servicer (as evidenced by
delivery of a copy thereof to the Master Servicer). The Master Servicer shall
promptly notify the ground lessor if the Mortgage Loan Seller has failed to do
so by the thirtieth day after the Closing Date.

                  (j) Pursuant to the related Intercreditor Agreement, the owner
of any B Note has agreed that the Master Servicer and the Special Servicer are
authorized and obligated to service and administer the B Note pursuant to this
Agreement. The Master Servicer shall be entitled, during any period when the A
Note and B Note under any A/B Mortgage Loan do not constitute Specially Serviced
Mortgage Loans, to exercise the rights and powers granted under the related
Intercreditor Agreement to the "Note A Holder" and/or the "Servicer" referred to
therein. For the avoidance of doubt, the parties acknowledge that neither the
Master Servicer nor the Special Servicer shall be entitled or required to
exercise the rights and powers granted to any "Note B Holder" as defined under
any Intercreditor Agreement.

                  (k) Pursuant to the applicable Pari Passu Intercreditor
Agreement, the owners of the 1290 Pari Passu Loan and the Oakbrook Center Pari
Passu Loan have agreed that such owner's rights in, to and under the 1290 Pari
Passu Loan and the Oakbrook Center Pari Passu Loan, respectively, are subject to
the servicing and all other rights of the 2003-TOP9 Master Servicer and the
2003-TOP9 Special Servicer, and the 2003-TOP9 Master Servicer and the 2003-TOP9
Special Servicer are authorized and obligated to service and administer the 1290
Pari Passu Loan and the Oakbrook Center Pari Passu Loan pursuant to the
2003-TOP9 Pooling and Servicing Agreement. Notwithstanding anything herein to
the contrary, the parties hereto acknowledge and agree that the Master
Servicer's obligations and responsibilities hereunder and the Master Servicer's
authority with respect to the 1290 Pari Passu Loan and the Oakbrook Center Pari
Passu Loan are limited by and subject to the terms of the related Pari Passu
Intercreditor Agreement and the rights of the 2003-TOP9 Master Servicer and the
2003-TOP9 Special Servicer with respect thereto under the 2003-TOP9 Pooling and
Servicing Agreement. The Master Servicer shall use reasonable best efforts
consistent with the Servicing Standard to monitor the servicing of the 1290 Pari
Passu Loan and the Oakbrook Center Pari Passu Loan by the 2003-TOP9 Master
Servicer and the 2003-TOP9 Special Servicer pursuant to the 2003-TOP9 Pooling
and Servicing Agreement and shall enforce the rights of the Trustee (as holder
of the 1290 Pari Passu Loan and the Oakbrook Center Pari Passu Loan) under the
2003-TOP9 Pooling and Servicing Agreement and the applicable Pari Passu
Intercreditor Agreement. The Master Servicer shall take such actions as it shall
deem reasonably necessary to facilitate the servicing of the 1290 Pari Passu
Loan and the Oakbrook Center Pari Passu Loan by the 2003-TOP9 Master Servicer
and the 2003-TOP9 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 2003-TOP9 Master
Servicer or 2003-TOP9 Special Servicer under the 2003-TOP9 Pooling and Servicing
Agreement.

                  (l) Pursuant to the related Pari Passu Intercreditor
Agreement, the owner of the Katy Mills Companion Loan has agreed that the Master
Servicer and the Special Servicer are authorized and obligated to service and
administer the Katy Mills Companion Loan pursuant to this Agreement. The Master
Servicer, the Special Servicer, the Trustee and the Fiscal Agent are authorized
and directed to execute and deliver to the holder of the Katy Mills Companion
Loan a letter agreement dated as of the Closing Date setting forth provisions as
to, among other things, the timing of remittances, advances and reports relating
to the Katy Mills Companion Loan, and

                                     -171-
<PAGE>

references herein to the related Pari Passu Intercreditor Agreement shall be
construed to refer to such Pari Passu Intercreditor Agreement and such letter
agreement taken together. To the extent that the Master Servicer, the Special
Servicer, the Trustee and/or the Fiscal Agent have duties and obligations under
any such letter agreement, each successor master servicer, successor special
servicer, successor trustee and/or successor fiscal agent, respectively, under
this Agreement shall perform such duties and satisfy such obligations.

                  SECTION 8.4 PRIMARY SERVICING AND SUB-SERVICING.

                  (a) The Master Servicer shall supervise, administer, monitor,
enforce and oversee the servicing of the applicable Mortgage Loans by any
Sub-Servicer appointed by it. The terms of any arrangement or agreement between
the Master Servicer and a Sub-Servicer shall provide that such agreement or
arrangement may be terminated, without cause and without the payment of any
termination fees, by the Trustee in the event such Master Servicer is terminated
in accordance with this Agreement. In addition, none of the Trustee, the Paying
Agent, the Certificateholders, the holder of the Katy Mills Companion Loan or
the holder of any B Note shall have any direct obligation or liability
(including, without limitation, indemnification obligations) with respect to any
Sub-Servicer. The Master 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
the Master Servicer or a Sub-Servicer, or reference to actions taken through a
Sub-Servicer or otherwise, the Master Servicer shall remain obligated and liable
to the Trustee, the Paying Agent, the Special Servicer and the
Certificateholders for the servicing and administering of the applicable
Mortgage Loans and the Katy Mills Companion Loan in accordance with (and subject
to the limitations contained within) the provisions of this 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 Master Servicer alone were servicing and administering the Mortgage Loans
and the Katy Mills Companion Loan.

                  (b) Subject to the limitations of subsection (a), the Master
Servicer 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.

                  SECTION 8.5 SERVICERS MAY OWN CERTIFICATES. The Master
Servicer and any agent of the Master Servicer in its individual or any other
capacity may become the owner or pledgee of Certificates with the same rights it
would have if it were not the Master Servicer or such agent. Any such interest
of the Master Servicer or such agent in the Certificates shall not be taken into
account when evaluating whether actions of the 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 the Master Servicer.

                                     -172-
<PAGE>

                  SECTION 8.6 MAINTENANCE OF HAZARD INSURANCE, OTHER INSURANCE,
TAXES AND OTHER. Subject to the limitations set forth below, the Master Servicer
shall use reasonable efforts consistent with the Servicing Standard to cause the
related Mortgagor to maintain (or shall otherwise cause to be maintained) for
each Mortgage Loan (other than any REO Mortgage Loan) (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, any related B Note or the Katy Mills Companion
Loan, but, in any event, in an amount sufficient to avoid the application of any
co-insurance clause and (B) any other insurance coverage for a Mortgage Loan
which the related Mortgagor is required to maintain under the related Mortgage,
provided the Master Servicer shall not be required to maintain earthquake
insurance on any Mortgaged Property unless such insurance was required at
origination and is available at commercially reasonable rates; provided,
however, that the 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 commercially reasonable rates. If the related
Mortgagor does not maintain the insurance set forth in clauses (A) and (B)
above, then the Master Servicer shall cause to be maintained such insurance with
a Qualified Insurer. The Master Servicer shall be deemed to have satisfied its
Servicing Standard with respect to the insurance required under clause (A) above
if the Mortgagor maintains, or the Master Servicer shall have otherwise caused
to be obtained, a Standard Hazard Insurance Policy that is in compliance with
the related Mortgage Loan documents, and the Mortgagor pays, or the Master
Servicer shall have otherwise caused to be paid, the premium required by the
related insurance provider that is necessary to avoid an exclusion in such
policy against "acts of terrorism" as defined by the Terrorism Risk Insurance
Act of 2002.

                  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 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 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 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 Certificate Account.

                  Any cost (such as insurance premiums and insurance broker fees
but not internal costs and expenses of obtaining such insurance) incurred by the
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

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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
the Master Servicer, subject to Section 4.4 hereof.

                  Notwithstanding the above, the Master Servicer shall have no
obligation beyond using its reasonable efforts consistent with the Servicing
Standard to enforce such insurance requirements. Furthermore, the Master
Servicer shall not be required in any event to cause the Mortgagor to maintain
or itself obtain insurance coverage beyond what is available on commercially
reasonable terms at a cost customarily acceptable (in each case, as determined
by the Master Servicer, which shall be entitled to rely, at its sole expense, on
insurance consultants in making such determination, consistent with the
Servicing Standard) and consistent with the Servicing Standard.

                  The Master Servicer shall conclusively be deemed to have
satisfied its obligations as set forth in this Section 8.6 either (i) if the
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, B Notes and the Katy Mills Companion Loan 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 the Master Servicer,
provided that its long-term rating is not less than "A" by Fitch, "A2" by
Moody's and "A-" by S&P, self-insures for its obligations as set forth in the
first paragraph of this Section 8.6. In the event that the 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 the Master Servicer as a Servicing
Advance. If such policy contains a deductible clause, the 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 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, any B Note and the Katy Mills Companion Loan, the Master
Servicer agrees to present, on its behalf and on behalf of the Trustee and the
holders of the Katy Mills Companion Loan or B Note, claims under any such master
force placed or blanket insurance policy.

                  With respect to each Mortgage Loan, the 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 Master Servicer
(other than with respect to REO Mortgage Loans) shall (i) obtain all bills for
the payment of such items (including renewal premiums), and (ii) except in the
case of Mortgage

                                     -174-
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Loans under which Escrow Amounts are not held by the Master Servicer, 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 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, subject to Section 4.4 hereof.
No costs incurred by the Master Servicer, 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 the Master Servicer receives a request from a
Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, B
Note or the Katy Mills Companion Loan (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, B Note or the Katy Mills Companion Loan
by, another Person, the 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 the
Master Servicer recommends to approve such assignment, the Master Servicer shall
provide to the Special Servicer (and solely with respect to any A/B Mortgage
Loan, the holder of the 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
Special Servicer, in the form attached hereto as Exhibit U) and (A) the 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, B Note or the Katy Mills Companion Loan and this Agreement, and
the Special Servicer shall not unreasonably withhold such consent and any such
decision of the Special Servicer shall be in accordance with the Servicing
Standard, (B) failure of the Special Servicer to notify the Master Servicer in
writing, within five (5) Business Days following the Master Servicer's delivery
of the recommendation described above and the complete Assignment and Assumption
Submission to 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 Master Servicer shall not permit any such
assignment or assumption unless it has received the written consent of the
Special Servicer or such consent has been deemed to have been granted as
described in the preceding sentence. If the Special Servicer withholds consent
pursuant to the provisions of this Agreement, it shall provide the Master
Servicer with a written statement and a verbal explanation as to its reasoning
and analysis. Upon consent or deemed

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consent by the Special Servicer to such proposed assignment and assumption, the
Master Servicer shall process such request of the related Mortgagor (or other
obligor) 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, B
Note or the Katy Mills Companion Loan from liability under the related Mortgage
Loan, B Note or the Katy Mills Companion 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 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. To the extent
permitted by applicable law, the Master Servicer shall not enter into such an
assumption or substitution agreement unless the credit status of the prospective
new Mortgagor (or other obligor) is in conformity with the terms of the related
Mortgage Loan, B Note or the Katy Mills Companion Loan documents. In making its
recommendation, the Master Servicer shall evaluate such conformity in accordance
with the Servicing Standard. The Master Servicer shall notify the Trustee, the
Paying Agent and the Special Servicer of any assignment and assumption or
substitution agreement executed pursuant to this Section 8.7(a). The Master
Servicer 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 executed
pursuant to this Section 8.7(a) and the Special Servicer shall be entitled to
(as additional special servicing compensation) the other 50% of such fee.

                  Neither the Master Servicer nor the Special Servicer 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.

                  (b) 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 Master Servicer shall review and make a
determination to either (i) enforce such due-on-sale clause or (ii) if in the
best economic interest of the Trust, waive the effect of such provision, such
waiver to be processed in the same manner as in Section 8.7(a); provided,
however, that if 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, then prior to waiving the
effect of such provision, the Master Servicer shall obtain Rating Agency
Confirmation regarding such waiver. In connection with the request for such
consent, the Master Servicer shall prepare and deliver to Fitch, Moody's and S&P
a memorandum outlining its analysis and recommendation in accordance with the
Servicing Standard, together with copies of all relevant documentation. The
Master Servicer shall promptly forward copies of the assignment and assumption
documents relating to any Mortgage Loan to the Special Servicer, the Paying
Agent and the Trustee, and the Master Servicer shall promptly thereafter

                                     -176-
<PAGE>

forward such documents to the Rating Agencies. The Special Servicer and the
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 (other than any such fee payable in connection with the
1290 Pari Passu Loan and the Oakbrook Center Pari Passu Loan).

                  (c) The Master Servicer shall have the right to consent to any
transfers of an interest of a Mortgagor, to the extent such transfer is to a
party or entity specifically named or described under the terms of the related
Mortgage Loan, including any consent to transfer to any subsidiary or affiliate
of Mortgagor or to a person acquiring less than a majority interest in the
Mortgagor; 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, and (ii) the transfer is of an interest in the Mortgagor
greater than 49%, then prior to consenting, the 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. The Master Servicer shall be entitled to collect and receive from
Mortgagors any customary fees in connection with such transfers of interest as
additional servicing compensation.

                  (d) The Trustee for the benefit of the Certificateholders, the
holder of any B Note and the holder of the Katy Mills Companion Loan shall
execute any necessary instruments in the form presented to it by the Master
Servicer (pursuant to subsection (a)) or the Special Servicer (pursuant to
subsection (b)) for such assignments and assumptions agreements. Upon the
closing of the transactions contemplated by such documents, the Master Servicer
or the Special Servicer, as the case may be, 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 the Master Servicer shall promptly deliver copies of such documents to the
Trustee and the Special Servicer.

                  (e) If any Mortgage Loan (other than a Specially Serviced
Mortgage Loan) which contains a provision in the nature of a
"due-on-encumbrance" clause, which by its terms:

                  (i) provides that such Mortgage Loan shall (or 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 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, the following
paragraph and Section 8.18 hereof. The Master Servicer shall not waive the
effect of such provision without first obtaining Rating Agency Confirmation
regarding such waiver and complying with

                                     -177-
<PAGE>

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 Principal Balance of all of the Mortgage
Loans held by the Trust or is one of the 10 largest Mortgage Loans based on
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.

                  Without limiting the generality of the preceding paragraph, in
the event that the Master Servicer receives a request for a waiver of any
"due-on-encumbrance" clause, the Master Servicer shall obtain relevant
information for purposes of evaluating such request for a waiver. If the Master
Servicer recommends to waive such clause, the Master Servicer shall provide to
the 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 the Special Servicer, in the form attached
hereto as Exhibit V) and (A) the 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 the Special Servicer shall not
unreasonably withhold such consent and any such decision of the Special Servicer
shall be in accordance with the Servicing Standard, (B) failure of the Special
Servicer to notify the Master Servicer in writing, within five (5) Business Days
following the Master Servicer's delivery of the recommendation described above
and the complete Additional Lien, Monetary Encumbrance and Mezzanine Financing
Submission Package to the 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 Master Servicer shall not permit
any such waiver unless it has received the written consent of the Special
Servicer or such consent has been deemed to have been granted as described in
the preceding sentence. If the Special Servicer withholds consent pursuant to
the foregoing provisions, it shall provide the Master Servicer with a written
statement and a verbal explanation as to its reasoning and analysis. Upon
consent or deemed consent by the Special Servicer to such proposed waiver, the
Master Servicer shall process such request of the related Mortgagor subject to
the other requirements set forth above.

                  The parties hereto acknowledge that, if the payments described
in paragraph 39 of Exhibit 2 to the Mortgage Loan Purchase Agreement regarding
the obligation of a Mortgagor to pay the reasonable costs and expenses of
obtaining any Rating Agency Confirmation in connection with an assumption of the
related Mortgage Loan are insufficient to reimburse the Trust, then it shall be
the sole obligation of the Seller to pay an amount equal to such insufficiency
to the extent the related Mortgagor is not required to pay them. Promptly upon
receipt of notice of such insufficiency, the Master Servicer or the Special
Servicer, as applicable, shall request the Seller to make such payment by
deposit to the Certificate Account. The Master Servicer may not waive such
payment by the Mortgagor 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.

                  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 an A

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Note by the holder of a B Note pursuant to the related Intercreditor Agreement,
or the receipt by the 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 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 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 Master Servicer and the Trustee shall
execute and deliver to the 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 the Master Servicer together with the Mortgage Note
with written evidence of cancellation thereon. The provisions of the immediately
preceding sentence shall not, in any manner, limit or impair the right of the
Master Servicer to execute and deliver, on behalf of the Trustee, the
Certificateholders, the holder of any B Note, the holder of the Katy Mills
Companion Loan 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, the Katy Mills Companion Loan or any B Note, and
with respect to the Mortgaged Properties held for the benefit of the
Certificateholders, the holder of the Katy Mills Companion Loan and the holder
of any 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 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 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 the Master Servicer or the Special Servicer, as the
case may be.

                  SECTION 8.9 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF
MASTER SERVICER TO BE HELD FOR THE TRUSTEE FOR THE BENEFIT OF THE
CERTIFICATEHOLDERS.

                  Notwithstanding any other provisions of this Agreement, the
Master Servicer shall transmit to the Trustee, to the extent required by this
Agreement, all documents and instruments coming into the possession of the
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,
the Master Servicer in respect of any Mortgage Loans (or any B Note or the Katy
Mills Companion Loan), whether from the collection of principal and interest
payments or from Liquidation Proceeds or Insurance Proceeds, including any funds
on deposit in the Certificate Account (or any A/B Loan Custodial Account or any
the Katy Mills Companion Loan Custodial Account), shall be held by the Master
Servicer for and on behalf of the Trustee and the Certificateholders (or the
holder of

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<PAGE>

any B Note or the Katy Mills Companion Loan, as applicable) and shall
be and remain the sole and exclusive property of the Trustee, subject to the
applicable provisions of this Agreement. The 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 Account or any
Escrow Account, 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 Servicer shall be entitled to
receive from any such funds any amounts that are properly due and payable to the
Master Servicer under this Agreement.

                  SECTION 8.10 SERVICING COMPENSATION.

                  (a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to the Master Servicing Fee, which shall be payable
by the Trust from amounts held in the Certificate Account (and from the related
A/B Loan Custodial Account to the extent related solely to a B Note and from the
Katy Mills Companion Loan Custodial Account to the extent related solely to the
Katy Mills Companion Loan) or otherwise collected from the Mortgage Loans as
provided in Section 5.2. The Master Servicer 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 Master Servicer 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 Master Servicer hereunder.

                  (b) Additional servicing compensation in the form of
assumption fees, extension fees, servicing fees, default interest (excluding
default interest allocable to any B Note if the holder of the B Note has cured
the related default pursuant to the terms of the 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 any B Note if the holder of the B
Note has cured the related default pursuant to the terms of the Intercreditor
Agreement) or other usual and customary charges and fees actually received from
Mortgagors shall be retained by the Master Servicer, provided that the Master
Servicer shall be entitled to (i) receive 50% of assumption fees collected on
Mortgage Loans as provided in Section 8.7(a), (ii) Modification Fees 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 Master
Servicer shall not be entitled to any such fees in connection with any Specially
Serviced Mortgage Loans or the 1290 Pari Passu Loan or the Oakbrook Center Pari
Passu Loan. If the Master Servicer collects any amount payable to the Special
Servicer hereunder in connection with an REO Mortgage Loan or Specially Serviced
Mortgage Loan, the Master Servicer shall promptly remit such amount to the
Special Servicer as provided in Section 5.2. The Master Servicer shall be
required to pay all applicable expenses incurred by it in connection with its
servicing activities hereunder.

                                     -180-
<PAGE>

                  (c) Notwithstanding any other provision herein, the Master
Servicing Fee 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 which are not Specially Serviced Mortgage Loans for such
Determination Date.

                  (d) The Master Servicer 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 Mortgage Loans which are not
Specially Serviced Mortgage 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 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 the Escrow Accounts.

                  SECTION 8.11 MASTER SERVICER REPORTS; ACCOUNT STATEMENTS.

                  (a) For each Distribution Date, (i) the Master Servicer shall
deliver to the Paying Agent (or with respect to the Katy Mills Companion Loan,
to the holder thereof or its servicer), no later than 1:00 p.m., New York City
time, on the related Report Date, the Master Servicer Remittance Report with
respect to such Distribution Date including any information regarding
prepayments made pursuant to Section 5.2(b) and (ii) the Master Servicer shall
report to the Paying Agent on the related Advance Report Date, the amount of P&I
Advance to be made by the Master Servicer on the related Master Servicer
Remittance Date. The Special Servicer is required to provide all applicable
information relating to Specially Serviced Mortgage Loans in order for the
Master Servicer to satisfy its duties in this Section 8.11. The Master Servicer
Remittance Report shall be updated (and delivered to the Paying Agent as
updated) no later than 2 p.m. on the second Business Day prior to the
Distribution Date to reflect any payment on a Mortgage Loan for which the
Scheduled Payment is paid on a Due Date (or within its grace period) that occurs
after the end of the related Collection Period.

                  (b) The Master Servicer shall deliver to the Trustee, the
Paying Agent and the Special Servicer within 30 days following each Distribution
Date a statement setting forth the status of the Certificate Account as of the
close of business on such Distribution Date showing, for the period covered by
such statement, the aggregate of deposits in or withdrawals from the Certificate
Account, and shall deliver to each holder of a B Note within 30 days following
each Distribution Date a statement setting forth the status of the related A/B
Loan Custodial Account and the Katy Mills Companion Loan 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 such A/B Loan Custodial Account or the Katy Mills
Companion Loan Custodial Account.

                  (c) The Master Servicer shall promptly inform the Special
Servicer of the name, account number, location and other necessary information
concerning the Certificate Account in order to permit the Special Servicer to
make deposits therein.

                  (d) Reserved

                                     -181-
<PAGE>

                  (e) The 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 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 Servicer shall not have any obligation (other than to the
Special Servicer) to deliver any statement, notice or report that is then made
available on the Master Servicer's or the Paying Agent's internet 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) The Master Servicer shall deliver or cause to be delivered
to the Paying Agent and the holder of the Katy Mills Companion Loan (in respect
of such Katy Mills Companion Loan) the following CMSA Reports with respect to
the Mortgage Loans (and, if applicable, the related REO Properties and, to the
extent received from the 2003-TOP9 Master Servicer, the 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 May 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
May 2003; (iv) a Loan Set-Up File (with respect to the initial Distribution Date
only) not later than the Report Date in April 2003; (v) a Loan Periodic Update
File not later than each Report Date commencing in April 2003; (vi) a Property
File not later than each Report Date, commencing in June 2003; (vii) a
Delinquent Loan Status Report on each Report Date, commencing in May 2003;
(viii) an Historical Loan Modification Report not later than each Report Date,
commencing in May 2003, (ix) an Historical Liquidation Report not later than
each Report Date, commencing in May 2003; and (x) an REO Status Report on each
Report Date, commencing in May 2003. 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 Special Servicer to the Master
Servicer in writing and on a computer readable medium reasonably acceptable to
the Master Servicer and the Special Servicer on the Determination Date prior to
the related Master Servicer Remittance Date in the form required under Section
9.32. The Master Servicer's responsibilities under this Section 8.11(g) with
respect to REO Mortgage Loans and Specially Serviced Mortgage Loans shall be
subject to the satisfaction of the Special Servicer's obligations under Section
9.32. The reporting obligations of the Master Servicer in connection with any
A/B Mortgage Loan shall be construed to refer only to such information regarding
the A/B Mortgage Loan (and its related Mortgaged Property) and by reference to
the related A Note only, but whenever the Master Servicer remits funds to the
holder of the related B Note, it shall thereupon deliver to such holder a
remittance report identifying the amounts in such remittance.

                  (h) For each Distribution Date, the Master Servicer shall
deliver to the Paying Agent (and solely with respect to any A/B Mortgage Loan,
the holder of the related B Note and

                                     -182-
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solely with respect to the Loan Pair, the holder of the Katy Mills Companion
Loan), not later than the related Report Date, a Servicer Watch List. To the
extent the Master Servicer has knowledge thereof, the 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 having a
current Debt Service Coverage Ratio that is 88% or less of the Debt Service
Coverage Ratio listed for such Mortgage Loan on Annex A to the Final Prospectus
Supplement or having a Debt Service Coverage Ratio that is less than 1.10x, (ii)
Mortgage Loans as to which any required inspection of the related Mortgaged
Property conducted by the Master Servicer indicates a problem that the Master
Servicer determines can reasonably be expected to materially adversely affect
the cash flow generated by such Mortgaged Property, (iii) Mortgage Loans which
have come to the 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 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 I to the Prospectus Supplement or (D) any
Mortgagor or an affiliate thereof has been the subject of bankruptcy or similar
proceedings if the Master Servicer has received written notice of such
proceedings or such proceedings have become general public knowledge, (iv)
Mortgage Loans that are at least 30 days delinquent in payment, (v) Mortgage
Loans 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 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. As soon as reasonably practicable after the
implementation date recommended by the CMSA in conjunction with the publication
of the CMSA Watch List for industry use, the Master Servicer shall use such
report instead of the Servicer Watch List described above, but in any event,
agrees to use such report within 3 months after such recommended implementation
date.

                  (i) If the 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),
the Master Servicer shall, within five (5) Business Days following its receipt
of the proceeds of such drawing, deliver notice thereof to the Special Servicer,
the Operating Adviser and the Paying Agent, which notice shall set forth (i) the
unpaid Principal Balance of such Mortgage Loan immediately before and
immediately after the drawing, and (ii) a brief description of the circumstances
that in the Master Servicer's good faith and reasonable judgment entitled the
Master Servicer to make such drawing.

                  SECTION 8.12 ANNUAL STATEMENT AS TO COMPLIANCE. The Master
Servicer shall deliver to the Depositor, the Paying Agent, the Luxembourg Paying
Agent and the Trustee on or before March 15 of each year (or March 14 if a leap
year), commencing in March 2004, an Officer's Certificate stating, as to the
signer thereof, that (A) a review of the activities of the

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<PAGE>

Master Servicer during the preceding calendar year or portion thereof and of the
performance of the 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, the 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. The Master Servicer
shall forward a copy of each such statement to the Rating Agencies and the
Operating Adviser. Promptly after receipt of such Officer's Certificate, the
Depositor shall review the Officer's Certificate and, if applicable, consult
with the Master Servicer as to the nature of any defaults by the Master Servicer
in the fulfillment of any of the Master Servicer's obligations hereunder.

                  SECTION 8.13 ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING
REPORT. On or before noon (Eastern Time) on March 15 of each year (or March 14
if a leap year), commencing in March 2004, the Master Servicer at its expense
shall cause a firm of nationally recognized independent public accountants
(which may also render other services to the 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, the Luxembourg 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 Master Servicer, which includes an assertion that the 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
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. Promptly after receipt of such report, the Depositor shall
review the report and, if applicable, consult with the Master Servicer as to the
nature of any defaults by the Master Servicer in the fulfillment of any of the
Master Servicer's obligations hereunder.

                  SECTION 8.14 OPERATING STATEMENT ANALYSIS REPORTS REGARDING
THE MORTGAGED PROPERTIES. Within 105 calendar days after the end of each of the
first three calendar quarters (in each year) for the trailing or quarterly
information received, commencing in the quarter ending on June 30, 2003, the
Master Servicer (in the case of Mortgage Loans that are not Specially Serviced
Mortgage Loans) or the Special Servicer (in the case of Specially Serviced
Mortgage Loans) shall deliver to the Paying Agent an Operating Statement
Analysis Report and a CMSA Financial File for each Mortgaged Property (in
electronic format), prepared using the non-normalized quarterly and year-end
operating statements and rent rolls received from the related Mortgagor. Not
later than the Report Date occurring in July of each year, beginning in 2004,
the Master Servicer (in the case of Mortgage Loans that are not Specially
Serviced Mortgage Loans) or the Special Servicer (in the case of Specially
Serviced Mortgage

                                     -184-
<PAGE>

Loans) shall deliver to the Paying Agent an Operating Statement Analysis Report,
a CMSA 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 of each applicable Mortgagor
(to the extent provided to the Master Servicer by or on behalf of each
Mortgagor, or, in the case of Specially Serviced Mortgaged Loans, as provided to
the Special Servicer, which Special Servicer shall forward such information to
the Master Servicer on or before May 31 of each such year), containing such
information and analyses for each Mortgage Loan provided for in the respective
forms of Operating Statement Analysis Report, CMSA Financial File and an NOI
Adjustment Worksheet as 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 1290 Pari Passu Loan and the Oakbrook
Center Pari Passu Loan, to the receipt of such report from the 2003-TOP9 Master
Servicer or the 2003-TOP9 Special Servicer. The Master Servicer shall make
reasonable efforts, consistent with the Servicing Standard, to obtain such
reports from the 2003-TOP9 Master Servicer or the 2003-TOP9 Special Servicer. In
addition, the Master Servicer shall deliver to the Operating Adviser, and upon
request the Master Servicer shall make available to the Rating Agencies, the
Special Servicer, the Paying Agent, the Trustee and each holder of the Katy
Mills Companion Loan, within 30 days following receipt thereof by the Master
Servicer, copies of any annual, monthly or quarterly financial statements and
rent rolls collected with respect to the Mortgaged Properties. As and to the
extent reasonably requested by the Special Servicer, the 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 Agents, the Underwriters, and solely as it relates to any A/B
Mortgage Loan, to the holder of the related B Note, and solely as it relates to
the Loan Pair, to the holder of the Katy Mills Companion Loan, the Operating
Statement Analysis Reports, CMSA Financial Files and NOI Adjustment Worksheets
described above pursuant to Section 5.4(a).

                  SECTION 8.15 OTHER AVAILABLE INFORMATION AND CERTAIN RIGHTS OF
THE MASTER SERVICER.

                  (a) Subject to paragraphs (b), (c) and (d) below, 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, the Seller, any Placement Agent, any
Underwriter, each Rating Agency, the Paying Agent or the Depositor (and the
holder of a B Note, if it relates to a B Note and the holder of the Katy Mills
Companion Loan, if it relates to the Katy Mills Companion Loan), 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 Master Servicer Remittance Reports, (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) any and all modifications, waivers and
amendments of the terms of a Mortgage Loan entered into by the Master Servicer
and/or the Special Servicer and (vi) any and all Officers' Certificates (and
attachments thereto) delivered to the Trustee and the Paying Agent to

                                     -185-
<PAGE>

support the Master Servicer's determination that any Advance was not or, if
made, would not be, recoverable. The Trustee and the Paying Agent 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, any 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, the Master
Servicer shall afford the Rating Agencies, the Depositor, the Trustee, the
Paying Agent, the Special Servicer, the Seller, the Placement Agents, the
Underwriters, the Operating Adviser, any Certificateholder, any holder of a B
Note, any holder of the Katy Mills Companion Loan 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 Master Servicer's or the Paying
Agent's internet website), and access to Servicing Officers of the Master
Servicer 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 Master
Servicer upon request; provided, however, that the Master Servicer shall be
permitted to require payment by the requesting party (other than the Depositor,
the Trustee, the Paying Agent, the Special Servicer, any Placement Agent, any
Underwriter, or any Rating Agency) of a sum sufficient to cover the reasonable
expenses actually incurred by the 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
Servicer 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 Servicer shall not have any liability to the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Special Servicer, the 2003-TOP9
Master Servicer, the 2003-TOP9 Special Servicer, any Certificateholder, any
Certificate Owner, any holder of a B Note, any holder of the Katy Mills
Companion Loan, any 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 the Master Servicer (or any employee, attorney, officer, director or
agent thereof), the Trust (from amounts held in any account (including (x) with
respect to any such claims relating to the Katy Mills Companion Loan from
amounts held in the related the Katy Mills Companion Loan Custodial Account and
(y) with respect to any such claims relating to a B Note, from amounts held in
the related A/B Loan Custodial Account) or otherwise) shall hold harmless and
indemnify the Master Servicer from any loss or expense (including attorney fees)
relating to or arising from such claims.

                                     -186-
<PAGE>

                  (d) The Master Servicer shall produce the reports required of
it under this Agreement; provided, however, that the Master Servicer shall not
be required to produce any ad hoc non-standard written reports with respect to
such Mortgage Loans. In the event the 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 the Master Servicer making any report or information available upon
request to any Person other than the parties hereto, the Master Servicer may
require that the recipient of such information acknowledge that the Master
Servicer may contemporaneously provide such information to the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Special Servicer, the Seller,
any Placement Agent, any Underwriter, any Rating Agency and/or the
Certificateholders, the holder of a B Note, the holder of the Katy Mills
Companion Loan or Certificate Owners. Any transmittal of information by the
Master Servicer to any Person other than the Trustee, the Paying Agent, the
Master Servicer, the Special Servicer, the Rating Agencies, the Operating
Adviser or the Depositor may be accompanied by a letter from the 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 2003-HQ2 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) The 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 the Master Servicer is required to provide to
any of the Rating Agencies, the Depositor and anyone the Depositor reasonably
designates.

                  (f) The 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.

                  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, the Master Servicer agrees to provide to the Paying Agent or
the Luxembourg Paying Agent, as applicable, 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 or the Luxembourg Paying Agent, as applicable, upon the request of such
Certificateholder, such Certificate Owner, the Paying Agent or the Luxembourg
Paying Agent,

                                     -187-
<PAGE>

as applicable, subject to this Section 8.16 and the provisions of Sections 5.4
and 8.15, any information prepared by the 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
Master Servicer shall be permitted to use the letter referred to in Section
8.15(d). Unless the Master Servicer chooses to deliver the information directly,
the Depositor, the Placement Agents, the Underwriters, the Paying Agent or the
Luxembourg Paying Agent shall be responsible for the physical delivery of the
information requested pursuant to this Section 8.16. As a condition to the
Master Servicer making any report or information available upon request to any
Person other than the parties hereto, the Master Servicer may require that the
recipient of such information acknowledge that the Master Servicer may
contemporaneously provide such information to the Depositor, the Trustee, the
Paying Agent, the Luxembourg Paying Agent, the Placement Agents, the
Underwriters, any Rating Agency and/or the Certificateholders and Certificate
Owners. The Master Servicer 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 Agents or the Underwriters) sufficient to cover the
reasonable costs and expenses of making such information available.

                  SECTION 8.17 INSPECTIONS. The Master Servicer shall, at its
own expense, inspect or cause to be inspected each Mortgaged Property other than
Mortgaged Properties related to Specially Serviced Mortgage Loans and the 1290
Pari Passu Loan and the Oakbrook Center Pari Passu Loan, every calendar year
beginning in 2003, or every second calendar year beginning in 2003 if the
Principal Balance of the related Mortgage Loan or Loan Pair is less than
$2,000,000; provided that the Master Servicer shall, at the expense of the
Trust, inspect or cause to be inspected each Mortgaged Property related to a
Mortgage Loan that has a Debt Service Coverage Ratio that falls below 1.0x. The
Master Servicer shall prepare an Inspection Report relating to each inspection.
The Master Servicer shall promptly forward the applicable Inspection Report to
the Rating Agencies, the Placement Agents, the Underwriters, the Depositor, the
Trustee, the Paying Agent, the Operating Adviser, the Special Servicer, solely
as it relates to the Loan Pair, to the holder of the Katy Mills Companion Loan
and solely as it relates to any A/B Mortgage Loan, to the holder of the related
B Note, and upon request, to any Certificateholder, any Certificate Owner and
the Seller. The 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 the Special Servicer notifies the Master Servicer prior to such
inspection.

                  SECTION 8.18 MODIFICATIONS, WAIVERS, AMENDMENTS, EXTENSIONS
AND CONSENTS.

                  Subject to the limitations of Section 12.3 hereof, the Master
Servicer shall have the following powers:

                                     -188-
<PAGE>

                  (a) (i) The 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, a B Note or the Katy Mills Companion 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 Master Servicer shall notify the
Special Servicer of any Mortgagor's request to release such letter of credit
which the Master Servicer recommends to release, and (ii) if the terms of the
related Mortgage Loan do not require the Master Servicer to approve such
release, then the Special Servicer shall within five Business Days provide
notice to the Master Servicer as to whether the Master Servicer should approve
the release (and the failure of the Special Servicer to give the Master Servicer
such notice shall automatically be deemed to be an approval by the Special
Servicer that the Master Servicer should grant such release). Notwithstanding
the preceding sentence, if the Master Servicer recommends to approve such
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), the Master Servicer shall provide to the Special Servicer a copy of
the Master Servicer's recommendation and the relevant information obtained or
prepared by the Master Servicer in connection therewith; provided, that (A) the
Special Servicer shall have the right hereunder to grant or withhold consent to
any such proposed modification, waiver, amendment or consent, and such consent
of the Special Servicer shall not be unreasonably withheld, consistent with the
Servicing Standard, (B) failure of the Special Servicer to notify the Master
Servicer, within five Business Days following the 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) the
Master Servicer shall not enter into any such proposed modification, waiver,
amendment or consent unless it has received the written consent of the Special
Servicer or such consent has been deemed to have been granted as described
above. Notwithstanding anything in this Agreement to the contrary, the Master
Servicer shall not be required to obtain or request the consent of the 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 the Master Servicer has determined (in accordance with the Servicing
Standard) is immaterial. In any event, the Master Servicer shall promptly notify
the Special Servicer of any material modification, waiver, amendment or consent
executed by the Master Servicer pursuant to this Section 8.18(a)(i) and provide
to the 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 Special Servicer, then the Master Servicer shall
not waive the portion of such fee due to the Special Servicer without the
Special Servicer's approval.

                  (ii) The Master Servicer may, without the consent of the
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 60 days
following the original Maturity Date, if in the 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

                                     -189-
<PAGE>

extension is reasonably likely to produce a greater recovery to the Holders and
the holders of the Katy Mills Companion Loan 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 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.

                  (b) The 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 the 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 Regulation
Section 1.860G-2(b) of the Mortgage Loan). The 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 Section 8.3 or this Section 8.18. The Master Servicer may charge the
Mortgagor for any costs and expenses (including attorneys' fees and rating
agency fees) incurred by the Master Servicer or the Special Servicer (which
amounts shall be reimbursed to the Special Servicer) in connection with any
request for a modification, waiver or amendment. The Master Servicer agrees to
use its best 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 the 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 Master Servicer believes that the
costs and expenses (including attorneys' fees) to be incurred by the Master
Servicer in connection with any request for a modification, waiver or amendment
will result in a payment or reimbursement by the Trust, then the Master Servicer
shall notify the Special Servicer.

                  (c) The Master Servicer shall notify the Trustee, the Paying
Agent and the 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 the Master Servicer shall promptly deliver copies of such documents
to the Trustee. The Master Servicer 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 B
Note and the Katy Mills Companion Loan of any modification of the monthly
payments of an A/B Mortgage Loan or Loan Pair, as the case may be, and such
monthly payments shall be allocated in accordance with the related Intercreditor
Agreement or Pari Passu Intercreditor Agreement, as applicable.

                  (d) If the Mortgage Loan documents relating to a Mortgage Loan
provide for certain conditions to be satisfied prior to the Master Servicer
releasing additional collateral for

                                     -190-
<PAGE>

the Mortgage Loan (e.g., the release, reduction or termination of reserves or
letters of credit or the establishment of reserves), then the Master Servicer
shall be permitted to waive any such condition without obtaining the consent of
the Special Servicer, provided that (1) the aggregate amount of the related
releases or establishments is no greater than the smaller of 10% of the
outstanding unpaid Principal Balance or $75,000 or (2) the condition to be
waived is deemed to be non-material in accordance with the Servicing Standard.
Notwithstanding the foregoing, without the Special Servicer's consent or except
as provided in the specific Mortgage Loan documents, the Master Servicer shall
not waive: (1) a requirement for any such additional collateral to exist, or (2)
a lock box requirement.

                  (e) The Master Servicer will not be required to obtain a
Rating Agency Confirmation in connection with this Agreement unless the terms of
this Agreement specifically requires the Master Servicer to do so, and if so
required by the terms of this Agreement, the Master Servicer shall not be
permitted to waive (i) the Rating Agency Confirmation requirement or (ii) the
obligation 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 Master Servicer shall send a written notice to the
Special Servicer, the Rating Agencies, the Paying Agent, the Trustee and solely
as it relates to any A/B Mortgage Loan, to the holder of the related B Note and
solely as it relates to the Loan Pair, to the holder of the Katy Mills Companion
Loan, 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 Master
Servicer may rely on Schedule XVII attached hereto) and, except for the Rating
Agencies, the Paying Agent and the Trustee, shall be accompanied by a copy of
the Servicer Mortgage File. The 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 Special Servicer, the 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
Special Servicer).

                  (c) Any calculations or reports prepared by the Master
Servicer to the extent they relate to Specially Serviced Mortgage Loans shall be
based on information supplied to the Master Servicer in writing by the Special
Servicer as provided hereby. The Master Servicer shall have no duty to
investigate or confirm the accuracy of any information provided to it by the
Special Servicer and shall have no liability for the inaccuracy of any of its
reports due to the inaccuracy of the information provided by the Special
Servicer.

                  (d) On or prior to each Distribution Date, the Master Servicer
shall provide to the Special Servicer, in order for the Special Servicer to
comply with its obligations under this

                                     -191-
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Agreement, such information (and in the form and medium) as the Special Servicer
may reasonably request in writing from time to time, provided that (i) the
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 the Master
Servicer elects to provide such ad hoc reports, it may require the 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 SERVICER.

                  (a) The Master Servicer hereby represents and warrants to and
covenants with the Trustee and the Paying Agent, as of the date hereof:

                  (i) the Master Servicer is duly organized, validly existing
and in good standing as a national banking association under the laws of the
United States, and shall be and thereafter remain, in compliance with the laws
of each State in which any Mortgaged Property is located to the extent necessary
to perform its obligations under this Agreement, except where the failure to so
qualify or comply would not adversely affect the Master Servicer's ability to
perform its obligations hereunder in accordance with the terms of this
Agreement;

                  (ii) the Master Servicer has the full power and authority to
execute, deliver, perform, and to enter into and consummate all transactions and
obligations contemplated by this Agreement. The Master Servicer has duly and
validly authorized the execution, delivery and performance of this Agreement and
this Agreement has been duly executed and delivered by the Master Servicer; and
this Agreement, assuming the due authorization, execution and delivery thereof
by the Depositor, the Trustee, the Fiscal Agent, the Paying Agent and the
Special Servicer, evidences the valid and binding obligation of the Master
Servicer enforceable against the Master Servicer in accordance with its terms
subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium, receivership 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);

                  (iii) the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, and the fulfillment of or
compliance with the terms and conditions of this Agreement will not (1) result
in a breach of any term or provision of its charter or by-laws or (2) conflict
with, result in a breach, violation or acceleration of, or result in a default
under, the terms of any other material agreement or instrument to which it is a
party or by which it may be bound, or any law, governmental rule, regulation, or
judgment, decree or order applicable to it of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it, which
materially and adversely affects its ability to perform its obligations under
this Agreement;

                  (iv) no litigation is pending or, to the Master Servicer's
knowledge, threatened, against it, that would materially and adversely affect
the execution, delivery or enforceability of this Agreement or its ability to
service the Mortgage Loans or to perform any of its other obligations hereunder
in accordance with the terms hereof;

                                     -192-
<PAGE>

                  (v) no consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery and
performance by it of, or compliance by it with, this Agreement, or the
consummation of the transactions contemplated hereby, or if any such consent,
approval, authorization or order is required, it has obtained the same or will
obtain the same prior to the time necessary to perform its obligations under
this Agreement, and, except to the extent in the case of performance, that its
failure to be qualified as a foreign corporation or licensed in one or more
states is not necessary for the performance by it of its obligations hereunder;
and

                  (vi) the performance of the services by the Master Servicer
contemplated by this Agreement are in the ordinary course of business of the
Master Servicer and the Master Servicer possesses all licenses, permits and
other authorizations necessary to perform its duties hereunder.

                  (b) It is understood that the representations and warranties
set forth in this Section 8.20 shall survive the execution and delivery of this
Agreement.

                  (c) Any cause of action against the 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 Master Servicer by any of
the Trustee or the Master Servicer. The Master Servicer shall give prompt notice
to the Trustee, the Depositor and the 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
the Master Servicer may be merged or consolidated, or any Person resulting from
any merger, conversion, other change in form or consolidation to which the
Master Servicer shall be a party, or any Person succeeding to the business of
the Master Servicer, shall be the successor of the 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 the 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 MASTER SERVICER.

                  (a) Except as otherwise provided in Section 8.22(b) hereof,
the Master Servicer shall not resign from the obligations and duties hereby
imposed on it unless it determines that the 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 the 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 the Master Servicer's responsibilities and obligations under this
Agreement and Rating Agency Confirmation shall

                                     -193-
<PAGE>

have been obtained. Notice of such resignation shall be given promptly by the
Master Servicer to the Trustee.

                  (b) The 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 and (y) is willing to assume the obligations,
responsibilities, and covenants to be performed hereunder by the Master Servicer
on substantially the same terms and conditions, and for not more than equivalent
compensation to that herein provided; (ii) the 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 MASTER
SERVICER. The 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 the 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 the Master Servicer hereunder or (B) assign and
delegate all of its duties hereunder; provided, however, that with respect to
clause (B), (i) the Master Servicer gives the Depositor, the Special Servicer,
the holder of the B Note (only if such assignment/delegation relates to the
related A/B Mortgage Loan), the holder of the Katy Mills Companion Loan (only if
such assignment/delegation relates to the Loan Pair) 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 the Master 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. In the case of any such
assignment and delegation in accordance with the requirements of subclause (B)
of this Section, the Master Servicer shall be released from its obligations
under this Agreement, except that the Master Servicer shall remain liable for
all liabilities and obligations incurred by it as the Master Servicer hereunder
prior to the satisfaction of the conditions to such assignment set forth in the
preceding sentence. Notwithstanding the above, the Master Servicer may appoint
the Sub-Servicers in accordance with Section 8.4 hereof.

                  SECTION 8.24 LIMITATION ON LIABILITY OF THE MASTER SERVICER
AND OTHERS.

                  (a) Neither the Master Servicer nor any of the directors,
officers, employees or agents of the Master Servicer shall be under any
liability to the holders of the Certificates, the Depositor, the Trustee, the
Fiscal Agent, the Paying Agent, the Placement Agents, the Underwriters, the
holder of any B Note, the holder of the Katy Mills Companion Loan or the Special
Servicer 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 the 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

                                     -194-
<PAGE>

Agreement or by reason of negligent disregard of obligations and duties
hereunder. The Master Servicer and any director, officer, employee or agent of
the Master Servicer may rely in good faith on any document of any kind prima
facie properly executed and submitted by any Person (including, without
limitation, the Special Servicer) respecting any matters arising hereunder. The
Master 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
Mortgage Loans in accordance with this Agreement; provided that the 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, the interests of the
holder of the Katy Mills Companion Loan or the interests of the holder of any B
Note (subject to the 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 the 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 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 the Master Servicer and conforming to the
requirements of this Agreement. Subject to the Servicing Standard, the Master
Servicer shall have the right to rely on information provided to it by the
Special Servicer and Mortgagors, and will have no duty to investigate or verify
the accuracy thereof. Neither the Master Servicer, nor any director, officer,
employee, agent or Affiliate, shall be personally liable for any error of
judgment made in good faith by any officer, unless it shall be proved that the
Master Servicer or such officer was negligent in ascertaining the pertinent
facts. Neither the Master Servicer nor any director, officer, employee, agent or
Affiliate, 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 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 Special Servicer, the Paying Agent, Trustee or the Fiscal Agent
in this Agreement. The Trust shall indemnify and hold harmless the Master
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 the Master Servicer is unable to recover such
amounts from the Person in breach.

                  (d) Except as otherwise specifically provided herein:

                  (i) the 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;

                                     -195-
<PAGE>

                  (ii) the 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) the 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) the 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 reasonably believed by it to be genuine
and provided by any Mortgagor or manager of a Mortgaged Property.

                  (e) The Master Servicer and any director, officer, employee or
agent of the Master Servicer shall be indemnified by the Trustee, the Fiscal
Agent, the Paying Agent and the Special Servicer, as the case may be, and held
harmless against any loss, liability or expense including reasonable attorneys'
fees incurred in connection with any legal action relating to the Trustee's,
Fiscal Agent's, the Paying Agent's or the Special Servicer'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 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 the Master Servicer's duties hereunder or by reason of negligent
disregard of the Master Servicer's obligations and duties hereunder. The Master
Servicer shall immediately notify the Trustee, the Paying Agent and the Special
Servicer if a claim is made by a third party with respect to this Agreement or
the Mortgage Loans entitling the Master Servicer to indemnification hereunder,
whereupon the Trustee, the Paying Agent, or the Special Servicer, in each case,
to the extent the claim is related to its respective willful misfeasance, bad
faith or negligence, may assume the defense of any such claim (with counsel
reasonably satisfactory to the 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
and the Special Servicer shall not affect any rights that the Master Servicer
may have to indemnification under this Agreement or otherwise, unless the
Trustee's, the Paying Agent's or the 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 the Master Servicer hereunder.
Any payment hereunder made by the Trustee, the Paying Agent, the Fiscal Agent or
the Special Servicer pursuant to this paragraph to the Master Servicer shall be
paid from the Trustee's, the Paying Agent's, Fiscal Agent's or 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 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 Special
Servicer, as the case may be, was (x) not culpable or (y) found to not have
acted with willful misfeasance, bad faith or negligence.

                                     -196-
<PAGE>

                  SECTION 8.25 INDEMNIFICATION; THIRD-PARTY CLAIMS.

                  (a) The Master Servicer and any director, officer, employee or
agent of the 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 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 the Master Servicer's willful misfeasance, bad faith or negligence in
the performance of duties hereunder. The Master Servicer shall assume the
defense of any such claim (with counsel reasonably satisfactory to the 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. The indemnification provided herein shall survive the termination of
this Agreement. The Trustee, the Paying Agent or the Master Servicer shall
promptly make from the Certificate Account any payments certified by the Master
Servicer to the Trustee and the Paying Agent as required to be made to the
Master Servicer pursuant to this Section 8.25.

                  (b) The Master Servicer agrees to indemnify the Trustee, the
Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Paying Agent,
and any 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 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 the Master Servicer's duties hereunder or by reason of
negligent disregard of the 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 the 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 Special Servicer, the Paying Agent or the
Depositor, as applicable, shall immediately notify the 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 Special Servicer,
the Paying Agent or the Trust to indemnification under this Section 8.25(b),
whereupon the Master Servicer shall assume the defense of any such claim (with
counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the 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 Master Servicer shall not
affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the
Depositor, the Paying Agent or the Trust may have to indemnification under this
Agreement or otherwise, unless the 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
Master Servicer, the Fiscal Agent, the Special Servicer, the Paying Agent and
the Trustee. Any expenses incurred or indemnification payments made by the
Master Servicer

                                     -197-
<PAGE>

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 Master Servicer
was not culpable or that the Master Servicer did not act with willful
misfeasance, bad faith or negligence.

                  (c) Reserved.

                  (d) Reserved.

                  (e) The 2003-TOP9 Master Servicer and any director, officer,
employee or agent of the 2003-TOP9 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 2003-TOP9 Pooling and Servicing
Agreement and this Agreement, and relating to the 1290 Pari Passu Loan and the
Oakbrook Center Pari Passu Loan (but excluding any such losses allocable to the
2003-TOP9 Mortgage Loans), reasonably requiring the use of counsel or the
incurring of expenses other than any losses incurred by reason of the 2003-TOP9
Master Servicer's willful misfeasance, bad faith or negligence in the
performance of its duties under the 2003-TOP9 Pooling and Servicing Agreement.

                  SECTION 8.26 EXCHANGE ACT REPORTING

                  (a) The Master Servicer, the Special Servicer, 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 Securities Exchange Act of 1934, as amended (the
"Exchange 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 Exchange Act and the rules and
regulations of the Securities and Exchange Commission (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 Exchange Act and
the rules and regulations of the Commission), the Paying Agent shall prepare and
file on behalf of the Trust 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. Neither the
Paying Agent nor the Master Servicer shall have any liability with respect to
any failure to properly prepare, execute or file such periodic reports resulting
from the Master

                                     -198-
<PAGE>

Servicer's or 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 Exchange 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. The Special 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 form and substance reasonably satisfactory to
the Depositor and the Certifying Person, on which the Certifying Person, the
entity for which the Certifying Person acts as an officer (if the Certifying
Person is an individual), and such entity's officers, directors and Affiliates
(collectively with the Certifying Person, "Certification Parties") can rely,
relating to the accuracy and completeness of the information and reports
provided under this Agreement by such Performing Party. The Master Servicer
shall serve as the Certifying Person on behalf of the Trust. 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 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 the Performing Party is the Special Servicer, such Performing Party shall
execute a reasonable reliance certificate to enable the Certification Parties to
rely upon each annual statement of compliance provided pursuant to Section 9.18,
and shall include a certification that each such annual statement of compliance
discloses any deficiencies or defaults described to the certified public
accountants of such Performing Party to enable such accountants to render the
certificate provided for in Section 9.19. 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 it 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.

                                     -199-
<PAGE>

                  (d) Nothing contained in this Section 8.26 shall be construed
to require any party to this Agreement other than the Master Servicer, or any of
such party's officers, to execute any Form 10-K or any Sarbanes-Oxley
Certification. The failure of any party to this Agreement, or any of such
party's officers, to execute any Form 10-K or any Sarbanes-Oxley Certification
shall not be regarded as a breach by such party of any of its obligations under
this Agreement. This Section 8.26 may be amended by the parties hereto pursuant
to Section 13.3 but without any Opinions of Counsel, Officer's Certificates,
Rating Agency Confirmations or the consent of any Certificateholder,
notwithstanding anything to the contrary contained in this Agreement.

                  SECTION 8.27 COMPLIANCE WITH REMIC PROVISIONS. The Master
Servicer 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 REMICs created hereby as REMICs under the Code. The Master Servicer 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
Servicer shall comply with the provisions of Article XII hereof.

                  SECTION 8.28 TERMINATION. The obligations and responsibilities
of the Master Servicer created hereby (other than the obligation of the Master
Servicer to make payments to the Paying Agent as set forth in Section 8.29 and
the obligations of the Master Servicer to the Trustee, the Paying Agent, the
Fiscal Agent, the Special Servicer and the Trust) 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 described
in clauses 8.28(a)(iii), (iv), (v), (vi), (x) or (xi) has occurred, 60 days
following the date on which the Trustee or Depositor gives written notice to the
Master Servicer that the Master Servicer is terminated or (iii) if an Event of
Default described in clauses 8.28(a)(i), (ii), (vii), (viii) or (ix) has
occurred, immediately upon the date on which the Trustee or the Depositor gives
written notice to the Master Servicer that the Master Servicer is terminated.
After any Event of Default, the Trustee (i) may elect to terminate the 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.

                  (a) "Event of Default," wherever used herein, means any one of
the following events:

                  (i) any failure by the Master Servicer to remit to the Paying
Agent or otherwise make any payment required to be remitted by the Master
Servicer under the terms of this Agreement, including any required Advances; or

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                  (ii) any failure by the Master Servicer to make a required
deposit to the 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 the Master Servicer duly to
observe or perform in any material respect any other of the duties, covenants or
agreements on the part of the 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 the Master Servicer by the Depositor or the Trustee; provided, however, that
if the Master Servicer certifies to the Trustee and the Depositor that the
Master Servicer is in good faith attempting to remedy such failure, such cure
period will be extended to the extent necessary to permit the 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 the Master
Servicer by the Depositor or the Trustee, provided, however, that if the Master
Servicer certifies to the Trustee and the Depositor that the Master Servicer is
in good faith attempting to remedy such breach, such cure period will be
extended to the extent necessary to permit the Master Servicer to cure such
breach; provided, further that such cure period may not exceed 90 days; or

                  (v) the Trustee shall receive notice from Fitch to the effect
that the continuation of the Master Servicer in such capacity would result in
the downgrade, qualification or withdrawal of any rating then assigned by Fitch
to any Class of Certificates; or

                  (vi) the Master Servicer has been downgraded to a servicer
rating level below "CMS3" (or its equivalent) by Fitch; or

                  (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 the Master Servicer and such decree or
order shall have remained in force undischarged or unstayed for a period of 60
days; or

                  (viii) the 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 the Master Servicer or of
or relating to all or substantially all of its property; or

                  (ix) the 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

                                     -201-
<PAGE>

creditors, voluntarily suspend payment of its obligations, or take any corporate
action in furtherance of the foregoing; or

                  (x) the 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; or

                  (xi) 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, 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 the Master Servicer obtained such actual
knowledge) and, in the case of either of clauses (i) or (ii), citing servicing
concerns with the Master Servicer as the sole or material factor in such rating
action.

                  (b) If the Master Servicer is terminated based upon an Event
of Default set forth in clause (i) (as to the obligation to make P&I Advances),
(v), (x) or (xi) of Section 8.28(a), then the Master Servicer shall have the
right to enter into a primary servicing agreement with the successor Master
Servicer with respect to all Mortgage Loans, so long as the terminated Master
Servicer is on the approved list of commercial mortgage loan servicers
maintained by Fitch.

                  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 the Master Servicer to the Paying Agent shall be made, shall
be given promptly in writing by the 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 the Master Servicer
(other than the obligation of the Master Servicer to pay to the Paying Agent the
amounts remaining in the Certificate Account as set forth below and the
obligations of the Master Servicer to the Trustee and the Trust and the Fiscal
Agent as provided herein) shall terminate and the Master Servicer shall transfer
to the Paying Agent the amounts remaining in the Certificate Account (and any
sub-account) after making the withdrawals permitted to be made pursuant to
Section 5.2 and shall thereafter terminate the 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 the 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 the Master
Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and
rights of the 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 or unreimbursed Advances or, if the terminated
Master Servicer is Wells Fargo Bank, National Association, its rights to the
Excess Servicing Fee); provided that in no event shall the termination of the
Master Servicer be effective until a successor servicer shall have succeeded the
Master Servicer as successor servicer, subject to approval by the Rating

                                     -202-
<PAGE>

Agencies, notified the Master Servicer of such designation and such successor
servicer shall have assumed the Master Servicer's obligations and
responsibilities hereunder, as set forth in an agreement substantially in the
form hereof, with respect to the Mortgage Loans and, in the circumstances set
forth in the last sentence of Section 8.28(b), entered into a new primary
servicing agreement with the predecessor Master Servicer in substantially the
same form as Exhibit AA attached hereto. Except as provided in the next
sentence, the Trustee may not succeed the Master Servicer as servicer until and
unless it has satisfied the provisions that would apply to a Person succeeding
to the business of the Master Servicer pursuant to Section 8.22(b) hereof.
Notwithstanding the foregoing sentence, in the event that the Master Servicer is
terminated as a result of an event described in Section 8.28(a)(vii),
8.28(a)(viii) or 8.28(a)(ix), the Trustee shall act as successor servicer
immediately upon delivery of a notice of termination to the Master Servicer and
shall use commercially reasonable efforts within 90 days of assuming the duties
of the Master Servicer, either to satisfy the conditions of Section 8.22(b)
hereof or to transfer the duties of the 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 the 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 Servicer agrees to cooperate with the Trustee, the Paying
Agent and the Fiscal Agent in effecting the termination of the 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 the 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 the Master Servicer in the
Certificate Account and any other account or fund maintained or thereafter
received with respect to the Mortgage Loans.

                  (c) If the 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) or (x) of Section 8.28(a), and if the
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 the 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, the 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, not later than 30 days
after termination of the Master Servicer hereunder. The Trustee shall select the
Qualified Bidder with the highest cash bid (or such other Qualified Bidder as
the Master Servicer may direct) (the "Successful Bidder") to act as successor
Master

                                     -203-
<PAGE>

Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into
this Agreement as 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 the terminated 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 successor Master Servicer within 30 days after the termination of
the 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 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 subservicing agreement (in effect as of the
date hereof) of GMAC Commercial Mortgage Corporation) as a condition precedent
to its becoming Master Servicer hereunder.

                  For purposes of the foregoing provisions of Section 8.29(c),
the phrase "rights to service" shall be construed to exclude those servicing
rights and duties as to which Wells Fargo Bank, National Association has made an
election for the execution of a primary servicing agreement as contemplated by
Section 8.28(b).

                  SECTION 8.30 CERTAIN MATTERS RELATING TO CERTAIN MORTGAGE
LOANS.

                  (a) Prior to the date hereof, the Master Servicer and the
Special Servicer have reviewed asset information in respect of the Mortgage
Loans identified on Schedule XIX attached hereto (the "Schedule XIX Loans") and
hereby acknowledge that Schedule XIX will require the Special Servicer to assume
the additional servicing obligations described in the two following paragraphs
as of the Closing Date. Notwithstanding these additional obligations, the
Schedule XIX Loans shall not constitute Specially Serviced Mortgage Loans and
the Special Servicer shall not be entitled to receive a Special Servicing Fee in
respect thereof (until such time as the Special Servicer would be entitled
thereto pursuant to the other terms of this Agreement).

                  The Special Servicer agrees to provide monthly reports to the
Operating Adviser in respect of the Schedule XIX Loans in a format reasonably
satisfactory to the Special Servicer and the Operating Adviser. The Special
Servicer also agrees to participate in phone calls with the Operating Adviser,
from time to time, to review the servicing and performance status of the
Schedule XIX Loans, as reasonably requested by the Operating Adviser.

                                     -204-
<PAGE>

                  The monthly reports will set forth, subject to the
requirements of the related Mortgage Loan documents, the information about the
Mortgaged Properties that is described in Schedule XIX.

                  The Special Servicer shall use its reasonable best efforts to
deliver to the Operating Adviser on the 10th day of each month (or within the
time period otherwise permitted by this paragraph) monthly reports for the prior
month that comply with the requirements set forth in the preceding paragraph,
provided that the Special Servicer shall have a five (5) day grace period each
month during which it shall be permitted to deliver the monthly reports. Upon
receipt, the Operating Adviser will have the right to request a monthly
telephone call with the Master Servicer and/or the Special Servicer to review
the status of the Schedule XIX Loans. If the Special Servicer fails either to
deliver a monthly report on a timely basis (after giving effect to the passage
of the applicable grace period) or to remedy a defect or omission in that
monthly report that would cause it not to comply in all material respects with
the requirements of the preceding paragraph, and such failure continues for a
period of 5 Business Days after the Special Servicer receives written notice by
email or facsimile of such failure, the Special Servicer shall immediately pay
the Operating Advisor $10,000 as liquidated damages in connection with the
reports for that month, subject to the remainder of this paragraph. The
Operating Advisor acknowledges that defects or omissions in the monthly reports
may be due to factors beyond the Special Servicer's control, including, for
example, failure of the borrower to supply information required to be set forth
in the reports, or inaccuracies in information provided by the borrower; defects
or omissions resulting from any such factors shall not be subject to any payment
of liquidated damages, after the Special Servicer provides a written explanation
of the cause of such defect or omission, including a discussion of the efforts
expended to obtain the accurate, timely receipt of such information; any defect
or omission due to any failure of subservicers shall require the payment of
liquidated damages. Furthermore, and notwithstanding the liquidated damages
provision above, after the date on which the Special Servicer receives notice
from the Operating Advisor that the obligations and/or issues set forth on
Schedule XIX have been satisfied or otherwise resolved in respect of any four of
the seven Schedule XIX Loans, the liquidated damages amount described above
shall be reduced from $10,000 to $3,000 for the remaining Schedule XIX Loans.
Any Schedule XIX Loan for which the obligations and/or issues set forth on
Schedule XIX are satisfied or otherwise resolved shall no longer be subject to
the reporting requirements described in this Section 8.30(a).

                  (b) With respect to Mortgage Loan Nos. 21-23, the Master
Servicer shall provide the Rating Agencies with notice of any appointment of a
manager that is not an Affiliate of the Mortgagor.

                                   ARTICLE IX

           ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE
                            LOANS BY SPECIAL SERVICER

                    SECTION 9.1 DUTIES OF SPECIAL SERVICER.

                  (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 any

                                     -205-
<PAGE>

A/B Mortgage Loan, for the benefit of the holder of the related B Note and,
solely as it relates to the Loan Pair, for the benefit of the holder of the Katy
Mills Companion Loan, the 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 1290 Pari Passu Loan and the Oakbrook Center Pari Passu Loan by
the 2003-TOP9 Master Servicer and the 2003-TOP9 Special Servicer in accordance
with the 2003-TOP9 Pooling and Servicing Agreement). Certain of the provisions
of this Article IX make explicit reference to their applicability to Mortgage
Loans, the Katy Mills Companion Loan and any B Note; notwithstanding such
explicit references, references in this Article IX to "Mortgage Loans" shall be
construed, unless otherwise specified, to refer also to such B Note and such
Katy Mills Companion Loan (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).

                  (b) The Special Servicer shall cooperate with the Master
Servicer and provide the Master Servicer with the information reasonably
requested by the Master Servicer, in writing, to the extent required to allow
the Master Servicer to perform its servicing obligations with respect to the
Specially Serviced Mortgage Loans hereunder; provided, however, that (i) the
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 the Special
Servicer elects to provide such ad hoc reports, the Special Servicer may require
the Master Servicer to pay a reasonable fee to cover the costs of the
preparation thereof. The 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 Special Servicer shall send a written notice to the
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 Master Servicer and the Paying Agent, such Mortgage Loan shall
become a Rehabilitated Mortgage Loan and will be serviced by the Master
Servicer.

                  (d) Upon the occurrence of a Servicing Transfer Event with
respect to a Mortgage Loan and upon the reasonable request of the Special
Servicer, the 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 Special Servicer rather than the related Mortgagor. Upon
receipt of any such monthly statement, the Special Servicer shall, within two
Business Days, advise the Master Servicer of any changes to be made, and return
the monthly statement to the Master Servicer. The Master Servicer shall
thereafter promptly send the corrected monthly statement to the Mortgagor. If a
Mortgage Loan becomes a Rehabilitated Mortgage Loan, the 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 Master Servicer with respect
to a Specially Serviced Mortgage Loan (other than a Mortgage Loan that has
become an REO Mortgage Loan and a Specially Serviced Mortgage Loan that is a B
Note or the Katy Mills Companion Loan)

                                     -206-
<PAGE>

shall be deposited in the Certificate Account, and all amounts collected by the
Master Servicer with respect to a Specially Serviced Mortgage Loan that is a B
Note shall be deposited in the related A/B Loan Custodial Account and all
amounts collected by the Master Servicer with respect to a Specially Serviced
Mortgage Loan that is the Katy Mills Companion Loan shall be deposited in the
Katy Mills Companion Loan Custodial Account. The Master Servicer shall within
three Business Days after receipt of any such payment, notify the Special
Servicer of the receipt of such payment and the amount thereof. The Special
Servicer shall, within one Business Day thereafter, instruct the 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 (including the
related Intercreditor Agreement, if any) 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 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 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 Special Servicer has actual
knowledge of an Insured Environmental Event with respect to such Mortgage Loan,
the 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 Master
Servicer as a Servicing Advance. All extraordinary expenses (but not ordinary
and routine or anticipated expenses) incurred by the 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 SPECIAL SERVICER. The 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 the 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 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 the 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
Fitch, "Aa2" as rated by Moody's and "BBB" as rated by S&P, the Special Servicer
may self-insure for the Servicer Fidelity Bond and the Servicer Error and
Omissions Insurance Policy.

                  SECTION 9.3 SUB-SERVICERS. The Special Servicer shall have the
right to use a Sub-Servicer on the same terms and conditions as those set forth
in Section 8.4 for a Sub-Servicer of the Master Servicer. The Special Servicer
shall notify the Master Servicer, Trustee and solely as it relates to any A/B
Mortgage Loan, to the holder of the related B Note, and solely as it relates to
the Loan Pair, the holder of the Katy Mills Companion Loan, of the appointment

                                     -207-
<PAGE>

of any Sub-Servicer of the Special Servicer. With respect to any successor
special servicer (and not the initial Special Servicer), such successor special
servicer shall not use a Sub-Servicer unless it shall have received a Rating
Agency Confirmation from Fitch that such appointment 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, provided that this requirement shall not
prevent any special servicer from hiring an Independent Contractor or an agent
to assist it in the performance of its duties hereunder.

                  SECTION 9.4 SPECIAL SERVICER GENERAL POWERS AND DUTIES.

                  (a) Subject to the other terms and provisions of this
Agreement (and, in the case of the 1290 Pari Passu Loan and the Oakbrook Center
Pari Passu Loan, subject to the servicing of the 1290 Pari Passu Loan and the
Oakbrook Center Pari Passu Loan by the 2003-TOP9 Master Servicer and the
2003-TOP9 Special Servicer, as applicable), the Special Servicer is hereby
authorized and empowered when the 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 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 holder of a B Note or the Katy Mills Companion
Loan, as 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 a Power of Attorney in the form of Exhibit S-2
hereto and shall furnish the Special Servicer from time to time, upon request,
with any additional powers of attorney of the Trust, empowering the 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 the Special Servicer to service, administer and manage
the Specially Serviced Mortgage Loans and carry out its duties hereunder, in
each case as the 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, the 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 the 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 the 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 the 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

                                     -208-
<PAGE>

the Trustee, the Special Servicer shall take such action in the name of such
Person or Persons, in trust for the Trust (or holder of a B Note or the Katy
Mills Companion Loan, 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 Special Servicer in the name of
the Trust (or holder of a B Note or the Katy Mills Companion Loan, if
applicable). In the performance of its duties hereunder, the 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 holder of a B Note or the Katy Mills Companion Loan, if
applicable), be deemed to be the agent of the Trust (or holder of a B Note or
the Katy Mills Companion Loan, as applicable). The Special Servicer shall
indemnify the Trustee for any loss, liability or reasonable expense (including
attorneys' fees) incurred by the Trustee or any 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
the Special Servicer by the Trustee. Such indemnification shall survive the
resignation or termination of the Special Servicer hereunder, the resignation or
termination of the Trustee and the termination of this Agreement. The Special
Servicer shall not have any responsibility or liability for any act or omission
of the Trustee, the Master Servicer or the Depositor that is not attributable to
the failure of the Special Servicer to perform its obligations hereunder. The
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 Special Servicer
shall employ procedures consistent with the Servicing Standard. The 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 the 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 the 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 sixty (60) days in the payment of any
amounts due under such Mortgage Loan. The Special Servicer shall provide to the
Master Servicer (who shall provide, solely as it relates to any A/B Mortgage
Loan, to the holder of the related B Note, and solely as it relates to the Loan
Pair, to the holder of the Katy Mills Companion Loan) and the Operating Adviser
copies of the Inspection Reports relating to such inspections as soon as
practicable after the completion of any inspection.

                  (c) Pursuant to the applicable Pari Passu Intercreditor
Agreement, the owners of the 1290 Pari Passu Loan and the Oakbrook Center Pari
Passu Loan have agreed that such owner's rights in, to and under the 1290 Pari
Passu Loan and the Oakbrook Center Pari Passu Loan are subject to the servicing
and all other rights of the 2003-TOP9 Master Servicer and the 2003-TOP9 Special
Servicer and the 2003-TOP9 Master Servicer and the 2003-TOP9 Special Servicer
are authorized and obligated to service and administer the 1290 Pari Passu Loan
and the Oakbrook Center Pari Passu Loan pursuant to the 2003-TOP9 Pooling and
Servicing Agreement. Notwithstanding anything herein to the contrary, the
parties hereto acknowledge and agree that the Special Servicer's obligations and
responsibilities hereunder and the Special Servicer's authority with respect to
the 1290 Pari Passu Loan and the Oakbrook Center Pari Passu Loan are

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limited by and subject to the terms of the applicable Pari Passu Intercreditor
Agreement and the rights of the 2003-TOP9 Master Servicer and the 2003-TOP9
Special Servicer with respect thereto under the 2003-TOP9 Pooling and Servicing
Agreement. The Special Servicer shall take such actions as it shall deem
reasonably necessary to facilitate the servicing of the 1290 Pari Passu Loan and
the Oakbrook Center Pari Passu Loan by the 2003-TOP9 Master Servicer and the
2003-TOP9 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 2003-TOP9 Master Servicer or
2003-TOP9 Special Servicer under the 2003-TOP9 Pooling and Servicing Agreement.

                  (d) Pursuant to the Pari Passu Intercreditor Agreement, the
owner of the Katy Mills Companion Loan has agreed that the Master Servicer and
the Special Servicer are authorized and obligated to service and administer the
Katy Mills Companion Loan pursuant to this 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, the 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, the 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, the Special Servicer shall obtain Rating Agency
Confirmation regarding such waiver. In connection with the request for such
consent, the Special Servicer shall prepare and deliver to Fitch, Moody's and
S&P a memorandum outlining its analysis and recommendation in accordance with
the Servicing Standard, together with copies of all relevant documentation. The
Special Servicer shall also prepare and provide Fitch, Moody's and S&P 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 the Special Servicer's decision will be sufficient and a Rating

                                     -210-
<PAGE>

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, the Special Servicer shall have the rights and duties set
forth in Section 8.7(b). The 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 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
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 the credit status of the
prospective new mortgagor and the underwriting of the new mortgagor is in
compliance with the Special Servicer's regular commercial mortgage origination
or servicing standards and criteria. The Special Servicer shall notify the
Master Servicer of any such assignment and assumption or substitution agreement
and the 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 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 Sections 9.39 and
9.40, and the rights and duties of the Master Servicer under Section 8.18, the
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, (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 Special Servicer,
such default is reasonably foreseeable, (B) in the reasonable judgment of the
Special Servicer, such modification, waiver or amendment would

                                     -211-
<PAGE>

increase the recovery on the Specially Serviced Mortgage Loan to
Certificateholders and the holder of the Katy Mills Companion Loan on a net
present value basis (the relevant discounting of amounts that will be
distributable to Certificateholders and the Katy Mills Companion Loan to be
performed at related Mortgage Rate), (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 Special Servicer has made such notice. The Special
Servicer, with respect to any B Note or the Katy Mills Companion Loan that is a
Specially Serviced Mortgage Loan, shall notify the holder of the B Note or the
Katy Mills Companion Loan, as applicable, of any modification of the monthly
payments of an A/B Mortgage Loan or Loan Pair, as the case may be, and such
monthly payments shall be allocated in accordance with the related Intercreditor
Agreement or Pari Passu Intercreditor Agreement, as applicable.

                  In no event, however, shall the Special Servicer (i) extend
the Maturity Date of a Specially Serviced Mortgage Loan beyond a date that is
two years prior to the Rated Final 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 the Special Servicer gives due
consideration to the remaining term of such ground lease. The 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 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 Rated Final Distribution Date.

                  The determination of the Special Servicer contemplated by
clause (B) 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 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,
the holder of the Katy Mills Companion Loan or the holder of any B Note in such
collateral would be perfected by possession, or if such collateral requires
special care or protection, then prior to agreeing to such substitution or
addition of collateral, the 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, the
Special Servicer will not permit a Mortgagor to substitute collateral for any
portion of the Mortgaged Property pursuant to Section 9.5(c) unless it shall
have received a Rating Agency Confirmation in

                                     -212-
<PAGE>

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. The parties hereto acknowledge that if the Trust incurs
any Additional Trust Expense associated solely with the release of collateral
that is not required to be paid by a Mortgagor pursuant to the related Mortgage
Loan documents (and such Additional Trust Expense is not paid by the Mortgagor),
including, but not limited to, rating agency fees, then the sole obligation of
the Seller shall be to pay an amount equal to such expense to the extent the
related Mortgagor is not required to pay them. Promptly upon receipt of notice
of such unpaid expense, regarding a Specially Serviced Mortgage Loan, the
Special Servicer shall request the Seller to make such payment by deposit to the
Certificate Account.

                  (e) The Special Servicer will promptly deliver to the Master
Servicer, the Operating Adviser, the Trustee, the Paying Agent and the Rating
Agencies a notice, specifying any such assignments and assumptions,
modifications, waivers 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, 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 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
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 Regulation (Section) 1.860G-2(b).
Subject to the foregoing, the 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 inability of the Mortgagor to pay any costs and expenses of a
proposed modification shall not impair the right of the Special Servicer, the
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 Special Servicer shall cooperate with the Master
Servicer (as provided in Section 8.7) in connection with assignments and
assumptions of Mortgage Loans that are not Specially Serviced Mortgage Loans,
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(b). The Special Servicer shall be entitled to 100% of any assumption fee
received in connection with a Specially Serviced Mortgage Loan.

                                     -213-
<PAGE>

                  (h) Notwithstanding anything herein to the contrary, (i) the
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 the Special Servicer shall ignore and act without regard to
any such advice, direction or objection that the Special Servicer has
determined, in its reasonable good faith judgment would) (A) require or cause
the Special Servicer to violate applicable law, the terms of any Mortgage Loan,
any provision of this Agreement or the REMIC Provisions, including the 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, (C) expose the
Trust, the Depositor, the Master Servicer, the Special Servicer, the Fiscal
Agent, the Paying Agent or the Trustee, or any of their respective Affiliates,
officers, directors, employees or agents, to any material claim, suit or
liability, or (D) materially expand the scope of the Special Servicer's
responsibilities under this Agreement.

                  (i) If any Specially Serviced Mortgage Loan which contains a
provision in the nature of a "due-on-encumbrance" clause, which by its terms:

                           (i) provides that such Mortgage Loan shall (or 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,

then, for so long as such Mortgage Loan is included in the Trust, the 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
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 Principal
Balance of all of the Mortgage Loans held by the Trust or is one of the 10
largest Mortgage Loans based on 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 the 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, the Special
Servicer will immediately notify the Master Servicer. The Special Servicer shall
determine, in accordance with the Servicing Standard, whether an instrument of
satisfaction shall be delivered and, if the Special Servicer determines that
such instrument should be

                                     -214-
<PAGE>

delivered, the Special Servicer shall deliver written approval of such delivery
to the 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 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 the Special Servicer. After the transfer of servicing with respect to
any Specially Serviced Mortgage Loan to the Special Servicer, in accordance with
the Servicing Standard, the Master Servicer shall notify, in writing, the
Mortgagor under each Specially Serviced Mortgage Loan transferred to the Special
Servicer, of such transfer.

                  (c) The Special Servicer shall send notification in writing,
to the Master Servicer to request any documents and instruments in the
possession of the Master Servicer related to any Specially Serviced Mortgage
Loan.

                  (d) The Special Servicer shall, with respect to any
Rehabilitated Mortgage Loan, release to the Master Servicer all documents and
instruments in the possession of the Special Servicer related to such
Rehabilitated Mortgage Loan. Prior to the transfer of servicing with respect to
any Rehabilitated Mortgage Loan to the Master Servicer in accordance with the
Servicing Standard, the 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
SPECIAL SERVICER TO BE HELD FOR THE TRUSTEE.

                  (a) The Special Servicer shall transmit to the Trustee or
Custodian such documents and instruments coming into the possession of the
Special Servicer as from time to time are required by the terms hereof to be
delivered to the Trustee. Any funds received by the Special Servicer in respect
of any Specially Serviced Mortgage Loan or any REO Property or which otherwise
are collected by the 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 Master Servicer within one
Business Day of receipt to the Certificate Account, except that if such amounts
relate to REO Income, they shall be deposited in the REO Account. The Special
Servicer shall provide access to information and documentation regarding the
Specially Serviced Mortgage Loans to the Trustee, the 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 the Special Servicer shall not be required
to take any action or provide any information that the 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 Special Servicer all such
information as the Trustee and the Paying Agent shall

                                     -215-
<PAGE>

reasonably require to perform their respective duties hereunder. In fulfilling
such a request, the Special Servicer shall not be responsible for determining
whether such information is sufficient for the Trustee's, the Master Servicer's,
the Fiscal Agent's, the Paying Agent's or the Operating Adviser's purposes.

                  (b) The Special Servicer hereby acknowledges that the Trust
(and/or the holder of the related B Note, if an A/B Mortgage Loan is involved
and/or the holder of the Katy Mills Companion Loan, if the Loan Pair is
involved) 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, the Special Servicer that are
collected by the Special Servicer in connection with the Specially Serviced
Mortgage Loans (but excluding any Special Servicer Compensation and all other
amounts to which the Special Servicer is entitled hereunder); and the 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, the Special Servicer, shall be held by the Special Servicer for and
on behalf of the Trust (or the holder of the related B Note, if an A/B Mortgage
Loan is involved or the holder of the Katy Mills Companion Loan, if the Loan
Pair is involved).

                  (c) The 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 SERVICER.

                  (a) The Special Servicer hereby represents and warrants to and
covenants with the Trustee, as of the Closing Date:

                  (i) the Special Servicer is duly organized, validly existing
and in good standing as a corporation under the laws of the State of California,
and shall be in compliance with the laws of each State in which any Mortgaged
Property (including any REO Property) which is, or is related to a Specially
Serviced Mortgage Loan is located to the extent necessary to perform its
obligations under this Agreement, except where the failure to so qualify or
comply would not adversely affect the Special Servicer's ability to perform its
obligations hereunder in accordance with the terms of this Agreement;

                  (ii) the Special Servicer has the full power and authority to
execute, deliver, perform, and to enter into and consummate all transactions and
obligations contemplated by this Agreement. The Special Servicer has duly and
validly authorized the execution, delivery and performance of this Agreement and
this Agreement has been duly executed and delivered by the Special Servicer; and
this Agreement, assuming the due authorization, execution and delivery thereof
by the Depositor, the Trustee, the Fiscal Agent, the Paying Agent and the Master

                                     -216-
<PAGE>

Servicer, evidences the valid and binding obligation of the Special Servicer
enforceable against the Special Servicer in accordance with its terms subject,
as to enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium, receivership 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);

                  (iii) the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, and the fulfillment of or
compliance with the terms and conditions of this Agreement will not (1) result
in a breach of any term or provision of its charter or by-laws or (2) conflict
with, result in a breach, violation or acceleration of, or result in a default
under, the terms of any other material agreement or instrument to which it is a
party or by which it may be bound, or any law, governmental rule, regulation, or
judgment, decree or order applicable to it of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it, which
materially and adversely affects its ability to perform its obligations under
this Agreement;

                  (iv) no litigation is pending or, to the best of the Special
Servicer's knowledge, threatened, against it, the outcome of which, in the
Special Servicer's reasonable judgment, could reasonably be expected to
materially and adversely affect the execution, delivery or enforceability of
this Agreement or its ability to service the Mortgage Loans or to perform any of
its other obligations hereunder in accordance with the terms hereof; and

                  (v) no consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery and
performance by it of, or compliance by it with, this Agreement, or the
consummation of the transactions contemplated hereby, or if any such consent,
approval, authorization or order is required, it has obtained the same or will
obtain the same prior to the time necessary to perform its obligations under
this Agreement, and, except to the extent in the case of performance, that its
failure to be qualified as a foreign corporation or licensed in one or more
states is not necessary for the performance by it of its obligations hereunder.

                  (b) It is understood that the representations and warranties
set forth in this Section 9.8 shall survive the execution and delivery of this
Agreement.

                  (c) Any cause of action against the 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 the Special Servicer by any of
the Trustee, the Master Servicer, the Paying Agent or the Fiscal Agent. The
Special Servicer shall give prompt notice to the Trustee, the Fiscal Agent, the
Paying Agent, the Depositor, the Operating Adviser and the 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.

                                     -217-
<PAGE>

                  SECTION 9.9 STANDARD HAZARD, FLOOD AND COMPREHENSIVE GENERAL
LIABILITY INSURANCE POLICIES.

                  (a) For all REO Property, the 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, any B Note and the Katy Mills Companion 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 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 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 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 Special Servicer shall,
to the extent available at commercially reasonable rates (as determined by the
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 million per occurrence. All
applicable policies required to be maintained by the 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 a Servicing
Advance, subject to the provisions of Section 4.4 hereof.

                  (b) Any amounts collected by the 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 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 Special Servicer shall notify the Trustee of any such
determination.

                  The Special Servicer shall conclusively be deemed to have
satisfied its obligations as set forth in this Section 9.9 either (i) if the
Special Servicer shall have obtained and

                                     -218-
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maintained a master force placed or blanket insurance policy insuring against
hazard losses on all of the applicable Mortgage Loans, any B Note and the Katy
Mills Companion Loan 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
Fitch, "A2" by Moody's and "A-" by S&P or otherwise approved by the Rating
Agencies or (ii) if the Special Servicer, provided that the rating of such
Person's long-term debt is not less than "A" by Fitch, "A2" by Moody's and "A-"
by S&P self-insures for its obligations as set forth in the first paragraph of
this Section 9.9. In the event that the Special Servicer shall cause any
Mortgage Loan, B Note and the Katy Mills Companion 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, B Note and the Katy Mills Companion
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 the Special Servicer as a Servicing Advance,
subject to the provisions of Section 4.4 hereof. If such policy contains a
deductible clause, the 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 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, any B Note and the Katy Mills Companion Loan, the 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 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 Special
Servicer in respect of such policies shall be promptly remitted to the
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 Special Servicer
in fulfilling its obligations under this Section 9.10 shall be paid by the
Trust.

                  SECTION 9.11 COMPENSATION TO THE SPECIAL SERVICER.

                  (a) As compensation for its activities hereunder, the Special
Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the
Liquidation Fee, (iii) the Work-Out Fee and (iv) the Special Servicing Stand-by
Fee. Such amounts, if any, collected by the Special Servicer from the related
Mortgagor shall be transferred by the Special Servicer to the Master Servicer
within one Business Day of receipt thereof, and deposited by the Master Servicer
in the

                                     -219-
<PAGE>

Certificate Account. The Special Servicer shall be entitled to receive a
Liquidation Fee from the Liquidation Proceeds received in connection with a
final disposition 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 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. The Special Servicer
shall also be entitled to additional special servicing compensation of an amount
equal to the excess, if any, of the aggregate Prepayment Interest Excess
relating to Mortgage Loans which are Specially Serviced Mortgage Loans which
have received voluntary Principal Prepayments not from Liquidation Proceeds or
from modifications of Specially Serviced Mortgage Loans for each Distribution
Date over the aggregate Prepayment Interest Shortfalls for such Mortgage Loans
for such Distribution Date. If the Special Servicer resigns or is terminated for
any reason, it shall retain the right to receive any Work-Out Fees payable on
Mortgage Loans that became Rehabilitated Mortgage Loans while it acted as
Special Servicer and remained Rehabilitated Mortgage Loans at the time of such
resignation or termination for so long as such Mortgage Loan remains a
Rehabilitated Mortgage Loan.

                  (b) The Special Servicer shall be entitled to cause the Master
Servicer to withdraw (i) from the Certificate Account, the Special Servicer
Compensation in respect of each Mortgage Loan (but not a B Note), (ii) from the
Katy Mills Companion Loan Custodial Account, the Special Servicer Compensation
to the extent related solely to the Katy Mills Companion Loan and (iii) from any
A/B Loan Custodial Account, the Special Servicer Compensation to the extent
related solely to the related B Note, in the time and manner set forth in
Section 5.2 of this Agreement. The 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 Special
Servicer, to the extent not required to be deposited in the Certificate Account
pursuant to the terms of this Agreement (other than any such fees payable in
connection with the 1290 Pari Passu Loan and the Oakbrook Center Pari Passu
Loan). The 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) 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 1290 Pari Passu Loan and the Oakbrook Center Pari Passu
Loan). To the extent any component of Special Servicer Compensation is in
respect of amounts usually and customarily paid by Mortgagors, the Special
Servicer shall use reasonable good faith efforts to collect such amounts from
the related

                                     -220-
<PAGE>

Mortgagor, and to the extent so collected, in full or in part, the 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 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 Special Servicer shall follow the Servicing Standard. The foregoing is
subject to the proviso that the Special Servicer shall not request that the
Master Servicer make a Servicing Advance for Liquidation Expenses unless the
Special Servicer shall determine, consistent with the Servicing Standard, (i)
that such foreclosure will increase on a net present value basis the Liquidation
Proceeds of the Specially Serviced Mortgage Loan to the Trust (and the holder of
the related B Note if in connection with an A/B Mortgage Loan, taken as a
collective whole) and (ii) that such Liquidation Expenses will be recoverable
from Liquidation Proceeds, and any such Servicing Advance by the Master Servicer
or the Trustee or the Fiscal Agent shall be subject to the determination(s) of
recoverability contemplated by Section 4.4.

                  (b) The 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 Special
Servicer; or

                  (ii) the 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 any REMIC Pool under the Code or cause any
REMIC Pool to fail to qualify as a REMIC.

                  (c) Notwithstanding anything to the contrary in this
Agreement, the 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
or any trust that holds the Katy Mills Companion Loan 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 the 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 Master Servicer or the 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

                                     -221-
<PAGE>

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 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 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
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 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 the Special
Servicer shall take such action as it deems to be in the best economic interest
of the Trust (and the holder of the related B Note if in connection with an A/B
Mortgage Loan and the holder of the Katy Mills Companion Loan if in connection
with the Loan Pair, taken as a collective whole), including, without limitation,
releasing the lien of the related Mortgage. If the Special Servicer determines
that a material

                                     -222-
<PAGE>

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, the 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.

                  (f) The 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 Special Servicer, as its agent, shall direct the
appropriate party to deliver title to the REO Property to the Trustee or its
nominee.

                  The 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 Special Servicer, on behalf of the Trust
(and the holder of the related B Note if in connection with an A/B Mortgage Loan
and the holder of the Katy Mills Companion Loan if in connection with the Loan
Pair), 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 Special Servicer shall manage, conserve, protect and
operate the REO Property for the holders of beneficial interests in the Trust
(and the holder of the related B Note if in connection with an A/B Mortgage Loan
and the holder of the Katy Mills Companion Loan if in connection with the Loan
Pair) solely for the purpose of its prompt disposition and sale.

                  SECTION 9.14 OPERATION OF REO PROPERTY

                  (a) The 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 the holder of the related B Note
if in connection with an A/B Mortgage Loan and the holder of the Katy Mills
Companion Loan if in connection with the Loan Pair) 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 2003-HQ2 and the holder of any B Note as their
interests may appear [name of Property Account]" (each, an "REO Account"), which
shall be an Eligible Account. Amounts in any REO Account shall be invested in
Eligible Investments. The Special Servicer shall deposit all funds received with
respect to an REO Property in the applicable REO Account within two days of
receipt. The Special Servicer 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 Servicer shall notify the
Trustee and the Master Servicer in writing of

                                     -223-
<PAGE>

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
Special Servicer shall withdraw from each REO Account and deposit in the
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 Special Servicer may retain in such REO Account such
portion of such proceeds and collections as may be necessary to maintain in the
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 Special Servicer shall notify the
Master Servicer of all such deposits (and the REO Properties to which the
deposits relate) made into the Certificate Account and (ii) the Special Servicer
shall be entitled to withdraw from the REO Account and pay itself as additional
Special Servicing Compensation any interest or net reinvestment income earned on
funds deposited in the REO Account. The amount of any losses incurred in respect
of any such investments shall be for the account of the Special Servicer which
shall deposit the amount of such loss (to the extent not offset by income from
other investments) in the REO Account, out of its own funds immediately as
realized. If the Special Servicer deposits in any REO Account any amount not
required to be deposited therein, it may at any time withdraw such amount from
the REO Account, any provision herein to the contrary notwithstanding.

                  (c) If the Trust acquires the Mortgaged Property, the 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 related B
Note relating to an A/B Mortgage Loan, 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 Special Servicer deems to be in the best
interest of the Trust (and in the case of any A/B Mortgage Loan, the holder of
the related B Note and the Trust as a collective whole and in the case of the
Loan Pair, the holder of the Katy Mills Companion Loan), and, consistent
therewith, may advance from its own funds to pay for the following items (which
amounts shall be reimbursed by the 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 Special Servicer may, and to the extent necessary to
(i) preserve the status of the REO Property as "foreclosure property" under the
REMIC

                                     -224-
<PAGE>

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 Regulation 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 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
Special Servicer, the consent of the Operating Adviser and a Nondisqualification
Opinion must be obtained; and

                  (vi) the Special Servicer shall be obligated with respect
thereto to the same extent as if it alone were performing all duties and
obligations in connection with the operation and management of such REO
Property.

                  The Special Servicer shall be entitled to enter into any
agreement with any Independent Contractor performing services for the Trust
(and, if applicable, the holder of a B Note or the Katy Mills Companion Loan)
pursuant to this subsection (d) for indemnification of the 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 the 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 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 Servicer 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 Special Servicer have received
an Opinion of Counsel (at the Trust's sole

                                     -225-
<PAGE>

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 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 Special Servicer shall notify the
Trustee, the Paying Agent and the Master Servicer of any election by it to incur
such tax, and the 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 Special Servicer
and pay the applicable tax from the amounts collected by the Special Servicer.

                  Subject to, and without limiting the generality of the
foregoing, the 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 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 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 Special Servicer, after notice to the Operating Adviser, shall use
its reasonable best efforts to sell any REO Property as soon as practicable

                                     -226-
<PAGE>

consistent with the objective of maximizing proceeds for all Certificateholders
(and with respect to a B Note or the Katy Mills Companion Loan, for the holders
of such loans), 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
Rated Final 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 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 Special Servicer seeks and
subsequently receives, at the expense of the Trust, a Nondisqualification
Opinion, addressed to the Trustee and the 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 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 Special Servicer is not able to sell such REO
Property within the period specified above, or if an Extension has been granted
and the Special Servicer is unable to sell such REO Property within the extended
time period, the 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 Special
Servicer) in accordance with the Servicing Standard; provided, however, that no
Interested Person shall be permitted to purchase the REO Property at a price
less than the Purchase Price; and provided, further that if the Special Servicer
intends to bid on any REO Property, (i) the Special Servicer shall notify the
Trustee of such intent, (ii) 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 (iii) the Special
Servicer shall not bid less than the fair market value set forth in such
Appraisal. Neither the Seller nor the Depositor may purchase REO Property at a
price in excess of the fair market value thereof.

                  (b) Within 30 days of the sale of the REO Property, the
Special Servicer shall provide to the Trustee, the Paying Agent and the Master
Servicer (and the holder of the related B Note, if any, if in connection with an
A/B Mortgage Loan and the holder of the Katy Mills Companion Loan if in
connection with the Loan Pair) 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 related B Note, if any, if in
connection with an A/B Mortgage Loan and the holder of the Katy Mills Companion
Loan if in connection with the Loan Pair) may reasonably request in writing.

                  (c) The Liquidation Proceeds from the final disposition of the
REO Property shall be deposited in the Certificate Account within one Business
Day of receipt.

                                     -227-
<PAGE>

                  (d) The Special Servicer shall provide the necessary
information to the Master Servicer and the Paying Agent to allow the Master
Servicer to prepare, deliver and file reports of foreclosure and abandonment in
accordance with Section 6050J and Section 6050P, if required, of the Code with
respect to such REO Property and shall deliver such information with respect
thereto as the Master Servicer or the Paying Agent may request in writing.

                  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
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 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.
The Special Servicer shall deliver to the Paying Agent on or before noon
(Eastern Time) on March 15 of each calendar year (or March 14 if a leap year),
commencing in March 2004, an Officer's Certificate stating, as to the signer
thereof, that (A) a review of the activities of the Special Servicer during the
preceding calendar year or portion thereof and of the performance of the 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, the 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 Special Servicer shall deliver
such Officer's Certificate to the Master Servicer, the Depositor and the Trustee
by April 7 of each calendar year. The Special Servicer shall forward a copy of
each such statement to the Rating Agencies. The Paying Agent shall forward a
copy of each such statement to the Luxembourg Paying Agent. Promptly after
receipt of such Officer's Certificate, the Depositor shall review the Officer's
Certificate and, if applicable, consult with the Special Servicer as to the
nature of any defaults by the Special Servicer in the fulfillment of any of the
Special Servicer's obligations hereunder.

                  SECTION 9.19 ANNUAL INDEPENDENT ACCOUNTANTS' SERVICING REPORT.
On or before noon (Eastern Time) on March 15 of each calendar year (or March 14
if a leap year), beginning with March 2004, the Special Servicer at its expense
shall cause a nationally recognized firm of Independent public accountants (who
may also render other services to the Special Servicer, 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 the 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 Master Servicer

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<PAGE>

and the 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 Fund for the preceding calendar year. The 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 required to
be delivered until April 15). The Paying Agent shall promptly deliver such
statement to the Luxembourg Paying Agent. Promptly after receipt of such report,
the Depositor shall review the report and, if applicable, consult with the
Special Servicer as to the nature of any defaults by the Special Servicer in the
fulfillment of any of the Special Servicer's obligations hereunder.

                  SECTION 9.20 MERGER OR CONSOLIDATION. Any Person into which
the Special Servicer may be merged or consolidated, or any Person resulting from
any merger, conversion, other change in form or consolidation to which the
Special Servicer shall be a party, or any Person succeeding to the business of
the Special Servicer, shall be the successor of the 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 the 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 SPECIAL SERVICER.

                  (a) Except as otherwise provided in this Section 9.21, the
Special Servicer shall not resign from the obligations and duties hereby imposed
on it unless it determines that the 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 the Special Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the 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 the Special Servicer had
occurred, (ii) assumed the 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 Special
Servicer to the Master Servicer and the Trustee.

                  (b) The 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 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 Special Servicer and shall not be an expense of
the Trust.

                                     -229-
<PAGE>

                  (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 Special Servicer hereunder in form and substance
reasonably satisfactory to the Trustee.

                  (d) Upon any resignation of the Special Servicer, it shall
retain the right to receive any and all Work-Out Fees payable in respect of
Mortgage Loans, the Katy Mills Companion Loan and any B Note 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, the
Katy Mills Companion Loan or 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 SPECIAL
SERVICER. The 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 the 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 the 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, the 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 Special
Servicer shall be released from its obligations under this Agreement, except
that the Special Servicer shall remain liable for all liabilities and
obligations incurred by it as the Special Servicer hereunder prior to the
satisfaction of the following conditions: (i) the Special Servicer gives the
Depositor, the 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 the
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, the Special Servicer may appoint Sub-Servicers in accordance with Section
9.3 hereof.

                  SECTION 9.23 LIMITATION ON LIABILITY OF THE SPECIAL SERVICER
AND OTHERS.

                  (a) Neither the Special Servicer nor any of the directors,
officers, employees or agents of the Special Servicer shall be under any
liability to the Certificateholders, the holder of any B Note, the holder of the
Katy Mills Companion Loan or the Trustee for any action taken or for refraining
from the taking of any action in good faith and using reasonable business
judgment; provided that this provision shall not protect the 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

                                     -230-
<PAGE>

hereunder. The Special Servicer and any director, officer, employee or agent of
the Special Servicer 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
Master Servicer or any director, officer, employee or agent of the Master
Servicer) respecting any matters arising hereunder. The 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 the 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 Katy Mills Companion Loan, the holder of
any 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 the Special Servicer of its duties hereunder)
shall be expenses and costs of the Trust, and the Special Servicer shall be
entitled to be reimbursed therefor as provided by Section 5.2 hereof.
Notwithstanding any term in this Agreement, the 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, the 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 the Special Servicer and conforming to the
requirements of this Agreement. Neither the Special Servicer, nor any director,
officer, employee, agent or Affiliate, shall be personally liable for any error
of judgment made in good faith by any officer, unless it shall be proved that
the Special Servicer or such officer was negligent in ascertaining the pertinent
facts. Neither the Special Servicer, nor any director, officer, employee, agent
or Affiliate, 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. The Special
Servicer shall be entitled to rely on reports and information supplied to it by
the Master Servicer and the related Mortgagors and shall have no duty to
investigate or confirm the accuracy of any such report or information.

                  (c) The 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 Master Servicer, the Fiscal Agent or the Trustee in this
Agreement. The Trust shall indemnify and hold harmless the 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) the 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 believed or in good faith believed by it to be genuine and to have
been signed or presented by the proper party or parties;

                                     -231-
<PAGE>

                  (ii) the Special Servicer may consult with counsel, and any
written advice or Opinion of Counsel shall be full and complete authorization
and protection with respect to any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or Opinion of
Counsel;

                  (iii) the 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) the 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 reasonably believed or in good faith
believed by it to be genuine.

                  (e) The Special Servicer and any director, officer, employee
or agent of the Special Servicer shall be indemnified by the Master Servicer,
the Trustee, the Paying Agent and the Fiscal Agent, as the case may be, and held
harmless against any loss, liability or expense including reasonable attorneys'
fees incurred in connection with any legal action relating to the 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 the Special Servicer's duties
hereunder or by reason of negligent disregard of the Special Servicer's
obligations and duties hereunder. The Special Servicer shall promptly notify the
Master Servicer, the Trustee, the Paying Agent and the Fiscal Agent if a claim
is made by a third party entitling the Special Servicer to indemnification
hereunder, whereupon the 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 the Special Servicer). Any failure to
so notify the Master Servicer, the Trustee or the Paying Agent shall not affect
any rights the Special Servicer may have to indemnification hereunder or
otherwise, unless the interest of the 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 the Special Servicer. Such indemnity shall survive the
termination of this Agreement or the resignation or removal of the Special
Servicer hereunder. Any payment hereunder made by the Master Servicer, the
Trustee, the Fiscal Agent or the Paying Agent, as the case may be, pursuant to
this paragraph to the Special Servicer shall be paid from the Master Servicer's,
the Trustee's, 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 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 Master Servicer, as the case may be,
was (x) not culpable or (y) found to not have acted with willful misfeasance,
bad faith or negligence.

                                     -232-
<PAGE>

                  SECTION 9.24 INDEMNIFICATION; THIRD-PARTY CLAIMS.

                  (a) The Special Servicer and any director, officer, employee
or agent of the Special 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 relating to (i) this
Agreement, and (ii) any action taken by the Special Servicer in accordance with
the instruction delivered in writing to the Special Servicer by the Trustee or
the Master Servicer pursuant to any provision of this Agreement and the Special
Servicer and each of its directors, officers, employees and agents shall be
entitled to indemnification from the Trust for any loss, liability or expense
(including attorneys' fees) incurred in connection with the provision by the
Special Servicer of any information included by the Special Servicer in the
report required to be provided by the 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 Special Servicer shall assume the defense of any such claim (with
counsel reasonably satisfactory to the Special Servicer) and the Trust shall
pay, from amounts on deposit in the 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 the
Special Servicer. Any expenses incurred or indemnification payments made by the
Trust shall be reimbursed by the Special Servicer, if a court of competent
jurisdiction makes a final, non-appealable judgment that the Special Servicer
was found to have acted with willful misfeasance, bad faith or negligence.

                  (b) The Special Servicer agrees to indemnify the Trust, and
the Trustee, the Fiscal Agent, the Depositor, the Master Servicer, the Paying
Agent and any director, officer, employee or agent or Controlling Person of the
Trustee, the Fiscal Agent, the Depositor and the 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 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 the Special Servicer. The Trustee, the Fiscal Agent, the Depositor,
the Paying Agent or the Master Servicer shall immediately notify the 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 Master Servicer, as the
case may be, to indemnification hereunder, whereupon the 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 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 the Special Servicer shall not affect any rights the Trust
or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master
Servicer may have to indemnification under this Agreement or otherwise, unless
the Special Servicer's defense of such claim is materially prejudiced thereby.
The indemnification

                                     -233-
<PAGE>

provided herein shall survive the termination of this Agreement and the
termination or resignation of the Special Servicer, the Paying Agent or the
Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made
by the 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 the Special Servicer was not culpable or found to have acted with willful
misfeasance, bad faith or negligence.

                  (c) The initial Special Servicer and the Depositor expressly
agree that the only information furnished by or on behalf of the 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 Servicer and Special
Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final
Prospectus Supplement.

                  (d) The 2003-TOP9 Special Servicer and any director, officer,
employee or agent of the 2003-TOP9 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 2003-TOP9 Pooling and Servicing
Agreement and this Agreement, and relating to the 1290 Pari Passu Loan and the
Oakbrook Center Pari Passu Loan (but excluding any such losses allocable to the
2003-TOP9 Mortgage Loans), reasonably requiring the use of counsel or the
incurring of expenses other than any losses incurred by reason of the 2003-TOP9
Special Servicer's willful misfeasance, bad faith or negligence in the
performance of its duties under the 2003-TOP9 Pooling and Servicing Agreement.

                  SECTION 9.25 RESERVED

                  SECTION 9.26 SPECIAL SERVICER MAY OWN CERTIFICATES. The
Special Servicer or any agent of the 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 the Special Servicer or such
agent. Any such interest of the Special Servicer or such agent in the
Certificates shall not be taken into account when evaluating whether actions of
the 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 the Special Servicer.

                  SECTION 9.27 TAX REPORTING. The Special Servicer shall provide
the necessary information to the Master Servicer to allow the Master Servicer 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 Servicer shall provide to the Master Servicer copies of any
such reports. The Master Servicer shall forward such reports to the Trustee and
the Paying Agent.

                  SECTION 9.28 APPLICATION OF FUNDS RECEIVED. It is anticipated
that the Master Servicer will be collecting all payments with respect to the
Mortgage Loans, any B Note and the Katy Mills Companion Loan (other than
payments with respect to REO Income). If, however,

                                     -234-
<PAGE>

the 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 Master Servicer), to the
Master Servicer, or (ii) deposit such amounts, or cause such amounts to be
deposited, in the Certificate Account. The Special Servicer shall notify the
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
Servicer 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 Servicer shall not take any action or cause any REMIC
Pool to take any action that would (i) endanger the status of any REMIC as a
REMIC 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 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 Servicer shall comply with the provisions of Article XII hereof.

                  SECTION 9.30 TERMINATION.

                  (a) The obligations and responsibilities of the Special
Servicer created hereby (other than the obligation of the Special Servicer to
make payments to the Master Servicer as set forth in Section 9.28 and the
obligations of the Special Servicer 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 the Special Servicer 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 the Special Servicer effected pursuant to and in accordance with
Section 9.21.

                  (b) The Trustee may terminate the Special Servicer in the
event that (i) the Special Servicer has failed to remit any amount required to
be remitted to the Trustee, the 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) the 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) the Special
Servicer has failed to duly observe or perform in any

                                     -235-
<PAGE>

material respect any of the other covenants or agreements of the Special
Servicer set forth in this Agreement, and the 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 the Special
Servicer by the Depositor or the Trustee, provided, however, that if the Special
Servicer certifies to the Trustee and the Depositor that the 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 the Special Servicer to cure such failure; provided,
however, that such cure period may not exceed 90 days; (iv) the 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 the Special
Servicer by the Depositor or the Trustee, provided, however, that if the Special
Servicer certifies to the Trustee and the Depositor that the Special Servicer is
in good faith attempting to remedy such failure, such cure period may be
extended to the extent necessary to permit the Special Servicer to cure such
failure; provided, however, that such cure period may not exceed 90 days; (v)
the Trustee shall receive notice from Fitch to the effect that the continuation
of the Special Servicer in such capacity would result in the downgrade,
qualification or withdrawal of any rating then assigned by Fitch to any Class of
Certificates; (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 the Special Servicer and such decree or
order shall have remained in force undischarged or unstayed for a period of 60
days; (vii) the 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 the Special Servicer or of or
relating to all or substantially all of its property; (viii) the 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; (ix) the 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 or (x) a Special Servicing Officer of
the 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, 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 the Special Servicer obtained such
actual knowledge) and, in the case of either of clauses (A) or (B), citing
servicing concerns with the Special Servicer as the sole or material factor in
such rating action. 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 the Special Servicer specifying the reason for such termination. The
Operating Adviser shall have the right to appoint a successor if the Trustee
terminates the Special Servicer.

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<PAGE>

                  (c) The Operating Adviser shall have the right to direct the
Trustee to terminate the 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 the 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 the Special
Servicer. The 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) of
Section 9.30(a), specifying the Distribution Date upon which the final
distribution shall be made, shall be given promptly by the 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 Special Servicer pursuant to Sections 9.8,
9.21, 9.23 and 9.24 hereof) shall terminate and the Special Servicer shall
transfer to the 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 the Special Servicer pursuant to clause (ii) of Section 9.30(a), all
authority, power and rights of the 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 the Special
Servicer be effective until the Trustee or other successor Special Servicer
shall have succeeded the Special Servicer as successor Special Servicer,
notified the Special Servicer of such designation, and such successor Special
Servicer shall have assumed the 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 the Special Servicer as Special
Servicer until and unless it has satisfied the provisions that would apply to a
Person succeeding to the business of the Special Servicer pursuant to Section
9.20 hereof. The Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Special 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. The Special Servicer agrees to cooperate with the Trustee and the
Fiscal Agent in effecting the termination of the 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 the 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 Special
Servicer

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<PAGE>

in any REO Account and any other account or fund maintained or thereafter
received with respect to the Specially Serviced Mortgage Loans.

                  (c) If the Special Servicer receives a written notice of
termination pursuant to clause (ii) of Section 9.30(a) relating solely to an
event set forth in Section 9.30(b)(v), (ix) or (x), and if the Special 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 the Special Servicer) solicit good faith bids for the
rights to be appointed as Special Servicer 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, the Special 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, any B Note and the Katy
Mills Companion Loan 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 Special
Servicer, and to agree to be bound by the terms hereof, not later than 30 days
after termination of the Special Servicer hereunder. The Trustee shall select
the Qualified Bidder with the highest cash bid (or such other Qualified Bidder
as the Master Servicer may direct) that is also acceptable to the Operating
Adviser (the "Successful Bidder") to act as successor Special Servicer
hereunder. If no bidder is acceptable to the Operating Adviser, the Operating
Adviser shall appoint the successor Special Servicer after consultation with the
Controlling Class, provided that the successor Special Servicer so appointed
must be bound by the terms of this Agreement and there must be delivered a
Rating Agency Confirmation in connection with such appointment. The Trustee
shall direct the Successful Bidder to enter into this Agreement as successor
Special Servicer pursuant to the terms hereof not later than 30 days after the
termination of the Special Servicer hereunder, 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 right
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 Special Servicer
the amount of such cash bid received from the Successful Bidder (net of
out-of-pocket expenses incurred in connection with obtaining such bid and
transferring servicing) by wire transfer of immediately available funds to an
account specified by the terminated Special 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 successor Special within 30 days after the termination of the
Special Servicer hereunder or no Successful Bidder was identified within such
30-day period, the Trustee shall have no further obligations under Section
9.31(c) and may act or may select another successor to act as Special Servicer
hereunder in accordance with Section 9.31(b).

                                     -238-
<PAGE>

                  SECTION 9.32 CERTAIN SPECIAL SERVICER REPORTS.

                  (a) The Special Servicer, for each Specially Serviced Mortgage
Loan, shall provide to the Master Servicer and the Paying Agent on or prior to
the Determination Date for each month, the CMSA Reports in such electronic
format as is mutually acceptable to the Master Servicer and the Special Servicer
and in CMSA format. The Master Servicer and the Paying Agent may use such
reports or information contained therein to prepare its reports and the Master
Servicer may, at its option, forward such reports directly to the Depositor and
the Rating Agencies.

                  (b) The Special Servicer 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 Master Servicer
no later than the ten Business Day following such Final Recovery Determination.

                  (c) The Special Servicer shall provide to the Master Servicer
or the Paying Agent at the reasonable request in writing of the Master Servicer
or the Paying Agent, any information in its possession with respect to the
Specially Serviced Mortgage Loans which the Master Servicer or Paying Agent, as
the case may be, shall require in order for the Master Servicer or the Paying
Agent to comply with its obligations under this Agreement; provided that the
Special Servicer shall not be required to take any action or provide any
information that the 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
Master Servicer shall provide the Special Servicer at the request of the Special
Servicer any information in its possession with respect to the Mortgage Loans
which the Master Servicer shall require in order for the Special Servicer to
comply with its obligations under this Agreement.

                  (d) Not later than 20 days after each Special Servicer
Remittance Date, the Special Servicer shall forward to the 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 the
Special Servicer have been made (or, if any required distribution has not been
made by the 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) The Special Servicer shall use reasonable efforts to
obtain and, to the extent obtained, to deliver to the Master Servicer, 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 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

                                     -239-
<PAGE>

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 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; provided, that, with respect to any
Mortgage Loan that becomes a Specially Serviced Mortgage Loan prior to April 15,
2003 and for which the items in clause (i) and (ii) above have not been
delivered, the Special Servicer shall use reasonable efforts to obtain and, to
the extent obtained, deliver such items to the Master Servicer, the Paying
Agent, the Rating Agencies and the Operating Adviser as soon as possible after
receipt of such items.

                  (f) The Special Servicer shall deliver to the Master Servicer,
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 Master Servicer, the Trustee, the Paying Agent or Depositor may
from time to time reasonably request; provided, however, that the Special
Servicer 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 Special Servicer.

                  (g) The 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.

                  (h) The Special Servicer shall provide, as soon as practicable
after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, to the Master
Servicer its estimate of the net recoverable amount to the Certificateholders
(and the holder of the B Note if in connection with an A/B Mortgage Loan and the
holder of the Katy Mills Companion Loan if in connection with the Loan Pair) and
anticipated expenses in connection therewith (and a general description of the
plan to achieve such recovery) of such Specially Serviced Mortgage Loan and
other information reasonably requested by the Master Servicer. The Special
Servicer shall update such information on a quarterly basis.

                  SECTION 9.33 SPECIAL SERVICER TO COOPERATE WITH THE MASTER
SERVICER AND PAYING AGENT.

                  (a) The Special Servicer shall furnish on a timely basis such
reports, certifications, and information as are reasonably requested by the
Master Servicer, the Trustee or the Paying Agent to enable it to perform its
duties under this Agreement; provided that no such request shall (i) require or
cause the Special Servicer to violate the Code, any provision of this Agreement,
including the 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 the Special Servicer, the Trust, the Fiscal
Agent, the Paying Agent or the Trustee to liability or materially expand the
scope of the Special Servicer's responsibilities under this Agreement. In
addition, the Special Servicer shall notify the Master Servicer of all
expenditures incurred by it with respect to the Specially Serviced Mortgage
Loans which are required to be made by the Master Servicer as Servicing Advances
as provided herein, subject to the provisions of Section 4.4 hereof. The Special
Servicer shall also remit all invoices relating to Servicing Advances promptly
upon receipt of such invoices.

                                     -240-
<PAGE>

                  (b) The Special Servicer 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 the 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" 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 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, 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 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) The holder of Certificates evidencing the greatest
percentage interest in the Controlling Class, the Special Servicer and the
Seller as to those Mortgage Loans sold to the Depositor by such Seller 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
(other than the 1290 Pari Passu Loan and the Oakbrook Center Pari Passu Loan)
from the Trust at a price equal to the Option Purchase Price upon receipt of
notice from the Special

                                     -241-
<PAGE>

Servicer that such Mortgage Loan has become at least 60 days delinquent as to
any monthly debt service payment (or is delinquent as to its Balloon Payment);
provided, however, that with respect to an A Note, the Option Holder's rights
under this Section 9.36 are subject to the rights of the holder of the related B
Note to purchase the A Note pursuant to the terms of the Intercreditor
Agreement. The Option is exercisable, subject to Section 2.3, 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) or if such Mortgage Loan is an A Note, to
the holder of the related B Note pursuant to the terms of the Intercreditor
Agreement. Any Option Holder that exercises the Option shall be required to
purchase the applicable Mortgage Loan on the 4th Business Day after 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 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 an A Note, the holder of the related B Note, of such
party's desire to exercise the Option; provided that none of the Trustee, the
Master Servicer or the Special Servicer shall disclose the Option Purchase Price
to the holder of such related 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 Special Servicer.
Prior to the 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 Special Servicer, the Master Servicer and the Trustee
incurred in connection with the sale of the Mortgage Loan. The 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 Special Servicer's receipt of the Servicer Mortgage File relating to such
Mortgage Loan, and the 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 A Note, that the A Note is subject to the terms of the Intercreditor
Agreement and that any purchaser of the A Note will be subject to such
Intercreditor Agreement. The Special Servicer is required to recalculate the
fair value of the Mortgage Loan if there has been a material change in
circumstances or the Special Servicer has received new information (including,
without limitation, any cash bids received from the holder of the related B Note
in connection with an A

                                     -242-
<PAGE>

Note), either of which has a material effect on the fair value, provided that
the 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 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 Special Servicer shall take into account, among other factors,
the results of any Appraisal or updated Appraisal that it or the 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 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 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
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. If the Mortgage Loan
as to which the Option relates is the Katy Mills Pari Passu Loan, then the
Option Holder, in connection with its exercise of such option, shall also be
required to purchase the Katy Mills Companion Loan. Pursuant to the 2003-TOP9
Pooling and Servicing Agreement, if the holder of the option thereunder
repurchases a 2003-TOP9 Mortgage Loan in connection with its exercise of such
option, then the holder of the option shall also be required to purchase the
1290 Pari Passu Loan or the Oakbrook Pari Passu Loan, as applicable.

                  (c) Any Option relating to a Mortgage Loan shall be assignable
to a third party (including, without limitation, in connection with an A Note,
the holder of the related B Note and in connection with the Katy Mills Pari
Passu Loan, the holder of the Katy Mills Companion Loan) by the Option Holder at
its discretion at any time after its receipt of notice from the 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 Master
Servicer and the Special Servicer, and none of such parties shall be obligated
to recognize any entity as an Option Holder absent such notice.

                  (d) If the 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 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 Appraisal or other expert in real estate matters retained by the
Trustee at the expense of the party exercising

                                     -243-
<PAGE>

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 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 workout arrangement, (iii)
been foreclosed upon or otherwise resolved (including by a full or discounted
pay-off) or (iv) been purchased by the Seller pursuant to Section 2.3. In
addition, the Option with respect to an A Note shall terminate upon the purchase
of the A Note by the holder of the related B Note pursuant to the related
Intercreditor Agreement.

                  (f) Unless and until an Option Holder exercises an Option, the
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 Servicer in respect of the Specially
Serviced Mortgage Loans.

                  (b) The initial Operating Adviser is Insignia Financial
Services, Inc. The Controlling Class shall give written notice to the Trustee,
the Paying Agent and the 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

                                     -244-
<PAGE>

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 the Special
Servicer has been elected as Operating Adviser or no Operating Adviser has been
elected, (i) the 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 the 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
Special Servicer.

                  SECTION 9.38 LIMITATION ON LIABILITY OF OPERATING Adviser. The
Operating Adviser shall have no liability to the Trust, the holder of any 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, or using reasonable business judgment. 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 holder of a B Note (if any) and each
Certificateholder (and Certificate Owner) agrees to take no action against the
Operating Adviser based upon such special relationship or conflict.

                  SECTION 9.39 DUTIES OF OPERATING ADVISER. The Operating
Adviser may advise, and receive notice from, the Special Servicer, but is not
required to do so on any of the following actions:

                  (i) any 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;

                                     -245-
<PAGE>

                  (ii) 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;

                  (iii) any proposed sale of a Defaulted Mortgage Loan (other
than upon termination of the Trust pursuant to Article X);

                  (iv) any determination to bring an REO Property into
compliance with Environmental Laws;

                  (v) any acceptance of substitute or additional collateral for
a Mortgage Loan that is not otherwise expressly provided for under the Mortgage
Loan documents;

                  (vi) any acceptance of a discounted payoff;

                  (vii) any waiver of a "due-on-sale" or "due-on-encumbrance"
clause;

                  (viii) any acceptance of an assumption agreement releasing a
Mortgagor from liability under a Mortgage Loan; and

                  (ix) 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).

                  With respect to items (vii), (viii) and (ix), the Operating
Adviser shall be subject to the same time periods for advising the Special
Servicer with respect to any such matters as are afforded to the Special
Servicer pursuant to Section 8.7, which periods shall be co-terminous with those
of Special Servicer. In addition, the Operating Adviser may direct the Trustee
to remove the Special Servicer at any time upon the appointment and acceptance
of such appointment by a successor to the 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 a 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.

                  SECTION 9.40 RIGHTS OF THE HOLDER OF A B NOTE. With respect to
each A/B Mortgage Loan (if any), pursuant to the related Intercreditor
Agreement, either the Master Servicer (with respect to Mortgage Loans that are
not Specially Serviced Mortgage Loans) or the Special Servicer (with respect to
Specially Serviced Mortgage Loans), as applicable, shall consult with the holder
of the related B Note (or an operating advisor appointed by the holder of the B
Note to act on its behalf at the expense of the holder of the B Note) regarding
its views, and shall provide the holder of the related B Note with any proposals
and back-up materials that are used by either the Master Servicer or the Special
Servicer, as applicable, in developing such proposals (as reasonably determined
by either the Master Servicer or the Special Servicer, as applicable), including
but not limited to (and only if previously obtained by either the Master
Servicer or the Special Servicer, as applicable, and not previously delivered to
such holder of the

                                     -246-
<PAGE>

B Note) property inspection reports, credit reports, the Mortgagor financial
and/or operating statements, appraisals, engineering reports, soil reports,
environmental assessment reports, seismic reports, architect's certificates,
insurance premium receipts and insurance claim files, with respect to the
following actions at least five (5) Business Days prior to any such action being
taken:

                  (a) any foreclosure upon or comparable conversion (which may
include acquisitions of an REO Property) of the ownership of the Mortgaged
Property;

                  (b) any modification of a Money Term of the Mortgage Loan or
the related B Note other than a modification consisting of the extension of the
original Maturity Date of a Mortgage Loan for two years or less;

                  (c) any proposed sale of such Mortgage Loan if it is a
Defaulted Mortgaged Loan or REO Property (other than upon termination of the
Trust pursuant to Article X);

                  (d) any acceptance of a discounted payoff on the related
Mortgage Loan or the related B Note;

                  (e) any determination to bring the related Mortgaged Property
or the related REO Property into compliance with Environmental Laws;

                  (f) any release of collateral for the related Mortgage Loan or
related B Note (other than in accordance with the terms of, or upon satisfaction
of, such Mortgage Loan and the related B Note);

                  (g) any acceptance of substitute or additional collateral for
the related Mortgage Loan and the related B Note that is not otherwise expressly
provided for under the terms of such Mortgage Loan and the related B Note;

                  (h) any waiver of a "due-on-sale" or "due-on-encumbrance"
clause;

                  (i) any acceptance of an assumption agreement releasing such
Mortgage Loan borrower from liability under such Mortgage Loan or the related B
Note;

                  The holder of the B Note, if any, has agreed pursuant to the
related Intercreditor Agreement that it will provide the Master Servicer or the
Special Servicer, as applicable, with its response within five (5) 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 five (5)
Business Days.

                  There are no A/B Mortgage Loans in the Trust.

                                     -247-
<PAGE>


                                   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) or (ii) the sale of
the property held by the Trust in accordance with Section 10.1(b) or (iii) the
termination of the Trust pursuant to Section 10.1(c) below; 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 Master Servicer shall give the Trustee, the Luxembourg
Paying Agent and the Paying Agent notice of the date when the Aggregate
Principal Balance of the Mortgage Loans is less than or equal to three percent
(3%) of the initial Aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date. The Paying Agent shall promptly forward such notice to the
Trustee, the Depositor, the Holder of a majority of the Controlling Class, the
Master Servicer, the Special Servicer and the Holders of the Class R-I
Certificates; and the Holder of a majority of the Controlling Class, the Master
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. 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 Master Servicer for the
benefit of the Holder of the majority of the Class R-I Certificates, the Special
Servicer or the 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 at the applicable
Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the
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

                                     -248-
<PAGE>

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 Agents 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 any
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, the Special Servicer or the 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
Servicer or the Master Servicer, 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 Servicer or the Master Servicer, 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 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 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) Upon the sale of the A Note relating to an A/B Mortgage
Loan by the Trust or the payment in full of such A Note, the related B Note
shall no longer be subject to this Agreement and shall no longer be serviced by
the Master Servicer or the 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 and REMIC III
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 and REMIC III Certificates will
be made, and upon presentation and surrender of the Class R-I, Class R-II and
REMIC III 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 and REMIC III
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 and REMIC III Certificates. Upon any such termination, the
duties of the Certificate Registrar with respect to the Class R-I, Class R-II
and REMIC III Certificates shall terminate and the Trustee shall terminate, or
request the Master Servicer and the Paying Agent to terminate, the Certificate
Account 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

                                     -249-
<PAGE>

hold all amounts payable to the Class R-I, Class R-II and REMIC III
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 and REMIC III
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 and REMIC III
Certificateholders to surrender their certificates evidencing the Class R-I,
Class R-II and REMIC III 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 and REMIC III 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 and REMIC III
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 and
REMIC III 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 or REMIC III Certificateholder 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 shall be terminated in accordance
with the following additional requirements, unless at the request of the 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 the 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 Certificates, the Master Servicer shall prepare
and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan
of complete liquidation of the REMIC I 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 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 Certificates, the Trustee shall sell all of the assets of the
Trust for cash at the Termination Price;

                                     -250-
<PAGE>

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 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 the 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

                  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 Servicer 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) 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

                                     -251-
<PAGE>

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 fifteen 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, the Special
Servicer, the 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 Servicer and the Trustee that neither the Depositor, the Certificate
Registrar, the Paying Agent, the Master Servicer 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.

                                     -252-
<PAGE>

                  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.

                                     -253-
<PAGE>

                                  ARTICLE XII

                              REMIC ADMINISTRATION

                  The provisions of this Article XII shall apply to each REMIC
Pool.

                  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, such amounts as shall from time to time be held in the Certificate
Account and the Distribution Account, the Insurance Policies and any REO
Properties as a REMIC ("REMIC I") under the Code, other than any portion of the
foregoing amounts allocable to a B Note and the Katy Mills Companion Loan. Such
elections 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
REMICs other than the REMIC I Regular Interests, the REMIC II Regular Interests,
the REMIC III Regular Interests 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 X-1 (each Class X-1 Certificate representing multiple
"regular interests" in REMIC III, as set forth in the Preliminary Statement),
Class X-2 (each Class X-2 Certificate representing multiple "regular interests"
in REMIC III, as set forth in the Preliminary Statement), 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 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.

                                     -254-
<PAGE>

                  (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 Servicer.
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 all of each REMIC
Pool's federal and state income or franchise tax and information returns as such
REMIC Pool direct representative; 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 Servicer and the Special Servicer 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 the Master Servicer
and the Special Servicer has received or prepared by virtue of its role as
Depositor or Master Servicer and the 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. The Master
Servicer and the 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 the Master Servicer
or the Special Servicer, as the case may, be or caused by the negligence,
willful misconduct or bad faith of the Master Servicer or the Special Servicer,
as the case may be. The Paying Agent shall indemnify the Master Servicer, the
Depositor or any REMIC Pool for any expense incurred by the 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

                                     -255-
<PAGE>

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 the Master Servicer, the Paying Agent or the Special Servicer, or
the termination of this Agreement.

                  (f) The Paying Agent shall perform on behalf of each REMIC 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'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.

                                     -256-
<PAGE>

                  (i) The Trustee, the Paying Agent, the Holders of the Residual
Certificates, the Master Servicer and the Special Servicer shall each exercise
reasonable care, to the extent within its control, and with respect to each of
the Trustee, Paying Agent, the Master Servicer and the Special Servicer, 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 or, as appropriate, adopt a plan of complete
liquidation with respect to each REMIC Pool.

                  (j) The Trustee, the Paying Agent, the Master Servicer, the
Special Servicer, 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)) 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.

                  (k) In the event that any tax is imposed on any REMIC created
hereunder, 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 any REMIC created hereunder 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 Servicer 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) the Special Servicer, if such tax
arises out of or results from a breach by the Special Servicer of any of its
obligations under this Agreement; (iii) the Master Servicer, if such tax arises
out of or results from a breach by the 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 Servicer 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 Servicer or the Special Servicer in the normal course
of its business, the Master Servicer and the Special Servicer 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. 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

                                     -257-
<PAGE>
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 Servicer
nor the Special Servicer 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 (10) 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
Servicer will to the extent within its control and the scope of its duties more
specifically set forth herein, maintain substantially all of the assets of REMIC
I as "qualified mortgages" as defined in

                                     -258-
<PAGE>

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 Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, 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 Rated Final Distribution Date; provided that the "latest possible maturity
date" for the Class X-2 Certificates is the Distribution Date in March 2015.

                  SECTION 12.2 PROHIBITED TRANSACTIONS AND ACTIVITIES. Neither
the Trustee, the Paying Agent, the Master Servicer nor the Special Servicer
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 Account 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 Certificates, other than the
Residual 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 Master Servicer nor the Special Servicer shall permit any
modification of a Money Term of a Mortgage Loan or a Specially Serviced Mortgage
Loan unless (i) the Trustee, the Special Servicer, Paying Agent and the 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 Master Servicer or the 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 Section 1.860G-2(B) of the Treasury Regulations) 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

                                     -259-
<PAGE>

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 Servicer, the Special Servicer, 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 Servicer, the
Special Servicer, 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 RESERVED.

                            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 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

                                     -260-
<PAGE>

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. 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 the 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),
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

                                     -261-
<PAGE>

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) Reserved.

                  (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 Trust, the Trustee, the Master Servicer
or the Special Servicer, any Certificate beneficially owned by the 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.

                  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: Andrew Berman, with
copies to the attention of Legal Department; (B) in the case of the Trustee and
the Fiscal Agent at the Corporate Trust Office; (C) in the case of the Master
Servicer or the Special Servicer, 45 Fremont Street, 2nd Floor, San Francisco,
California 94105, Attention: Commercial Mortgage Servicing, with a copy to
Robert F. Darling, Esq., Wells Fargo Bank, National Association, 633 Folsom
Street, 7th Floor, San Francisco, California 94111; (D) in the case of the
initial Operating Adviser, Insignia Financial Services, Inc., 91 East Elm
Street, Greenwich, Connecticut, Attention: Brenda J. Mixson; with a copy to
Insignia Financial Services, Inc., 200 Park Avenue, New York, New York 10166,
Attention: Jeffrey Cohen; and a copy to Insignia Financial Group, Inc., 15 South
Main Street, Suite 900,

                                     -262-
<PAGE>

Greenville, South Carolina 29601, Attention: Tara Currin; and (E) in the case of
the Paying Agent, Wells Fargo Bank Minnesota, National Association, 9062 Old
Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services
(CMBS) Morgan Stanley Dean Witter Capital I Inc., Series 2003-HQ2, 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 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 VIII hereto are intended third-party beneficiaries of the fifth and
sixth paragraph of Section 2.3(a) and the holder of each B Note, if any, is an
intended third-party beneficiary in respect of the rights afforded it hereunder.

                  SECTION 13.10 SPECIAL NOTICES TO THE RATING AGENCIES.

                  (a) The Trustee shall give prompt notice to the Rating
Agencies, 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;

                                     -263-
<PAGE>


                  (ii) the Interim Certification and the Final Certification
required pursuant to Section 2.2 hereof;

                  (iii) notice of the repurchase of any Mortgage Loan or REO
Mortgage Loan pursuant to Section 2.3(a) hereof;

                  (iv) any resignation of the Master Servicer, Special Servicer,
the Paying Agent, the Operating Adviser or the Trustee pursuant to this
Agreement;

                  (v) the appointment of any successor to the Master Servicer,
the Fiscal Agent, the Trustee, the Paying Agent, the Operating Adviser or the
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;

                  (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 S&P, to:

                  Standard & Poor's Ratings Services
                  55 Water Street
                  New York, NY 10041
                  Fax:  (212) 438-2662
                  Attention: Commercial Mortgage
                  Surveillance Manager

                  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 Fitch, to:

                  Fitch Ratings
                  One State Street Plaza
                  New York, NY 10004

                                     -264-
<PAGE>

                  Fax:  (212) 635-0294
                  Attention: Commercial Mortgage
                  Surveillance

                  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 Servicer shall deliver to the Rating Agencies
and the Depositor any other information as reasonably requested by the Rating
Agencies and the Depositor, and shall deliver to the Special Servicer each of
the reports required to be delivered by the Master Servicer to the Special
Servicer pursuant to the terms of this Agreement. The Trustee, the Paying Agent
and the Special Servicer 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, Master Servicer, Paying Agent or 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

                                     -265-
<PAGE>

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) the property described in clauses (1) - (4) below
(regardless of whether subject to the UCC or how classified thereunder) and 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, including all Qualifying 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, the Certificate Account, the Reserve Account and the Interest Reserve
Account, 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 Agreement that is
permitted to be assigned to the Trustee pursuant to Section 14 thereof;

                  (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 (i) above
(including any accrued discount realized on liquidation of any investment
purchased at a discount); and

                  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 Master
Servicer 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 Master Servicer shall file, at the
expense of the Trust as an Additional

                                     -266-
<PAGE>

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 the 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 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 Seller 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 Servicer 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 the Master Servicer
following an Event of Default of the Master Servicer).


                                     -267-
<PAGE>

                  IN WITNESS WHEREOF, the Depositor, the Master Servicer, the
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/ Andrew Berman
                                 -----------------------------------------
                                 Name: Andrew Berman
                                 Title: Vice President

                             WELLS FARGO BANK, NATIONAL ASSOCIATION,
                             as Master Servicer

                             By: /s/ Stewart E. McAdams
                                 -----------------------------------------
                                 Name: Stewart E. McAdams
                                 Title: Vice President

                             WELLS FARGO BANK, NATIONAL ASSOCIATION,
                             as Special Servicer

                             By: /s/ Stewart E. McAdams
                                 -----------------------------------------
                             Name: Stewart E. McAdams
                             Title: Vice President

                             LASALLE BANK NATIONAL ASSOCIATION, as Trustee

                             By: /s/ Barbara L. Marik
                                 -----------------------------------------
                             Name: Barbara L. Marik
                             Title: Vice President

                                     -268-
<PAGE>


                             ABN AMRO BANK N.V., as Fiscal Agent

                             By: /s/Cynthia Reis
                                 -----------------------------------------
                             Name: Cynthia Reis
                             Title: First Vice President

                             By:/s/ Barbara L. Marik
                                 -----------------------------------------
                             Name: Barbara L. Marik
                             Title: Vice President

                             WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                             as Paying Agent and Certificate Registrar

                             By: /s/ Deborah Daniels
                                 -----------------------------------------
                             Name: Deborah Daniels
                             Title: Vice President





                                     -269-
<PAGE>

STATE OF NEW YORK                   )
                                    )  ss.:
COUNTY OF NEW YORK                  )


                  On this 25th day of March 2003, before me, a notary public in
and for said State, personally appeared Andrew Berman, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of Morgan Stanley
Dean Witter Capital I Inc., and acknowledged to me that such corporation
executed the within instrument pursuant to its by-laws or a resolution of its
Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.


                                        /s/ Declan Brady
                                        ----------------------------------------
                                                  Notary Public
                                            Declan Brady
                                            Notary Public, State of New York
                                            No. 01BR6023627
                                            Qualified in Kings County
                                            Commission Expires 6/5/2003



                                     -270-
<PAGE>

STATE OF CALIFORNIA                         )
                                            )  ss.:
COUNTY OF SAN FRANCISCO                     )


                  On the 24th day of March 2003, before me, a notary public in
and for said State, personally appeared Stewart E. McAdams, personally known to
me to be a Vice President of Wells Fargo Bank, one of the entities that executed
the within instrument, and also known to me to be the person who executed it on
behalf of such entity, and acknowledged to me that such entity executed the
within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                        /s/ Juanita L. Cook
                                        ----------------------------------------
                                                  Notary Public
                                            Juanita L. Cook
                                            Commission #1368863
                                            Notary Public - California
                                            San Francisco County
                                            My Comm. Expires Sep 6, 2006




                                      -2-
<PAGE>

STATE OF CALIFORNIA                )
                                   )  ss.:
COUNTY OF SAN FRANCISCO            )


                  On the 24th day of March 2003, before me, a notary public in
and for said State, personally appeared Stewart E. McAdams, personally known to
me to be a Vice President of Wells Fargo Bank, one of the entities that executed
the within instrument, and also known to me to be the person who executed it on
behalf of such entity, and acknowledged to me that such entity executed the
within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                        /s/ Juanita L. Cook
                                        ----------------------------------------
                                                  Notary Public
                                            Juanita L. Cook
                                            Commission #1368863
                                            Notary Public - California
                                            San Francisco County
                                            My Comm. Expires Sep 6, 2006




                                      -3-
<PAGE>

STATE OF ILLINOIS                   )
                                    )  ss.:
COUNTY OF COOK                      )


                  On the 27th day of March 2003, before me, a notary public in
and for said State, personally appeared Barbara L. Marik, known to me to be a
Vice President of LaSalle Bank N.A., one of the entities that executed the
within instrument, and acknowledged to me that such entity executed the within
instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.






                                        /s/ Kathryn Hawkinson
                                        ----------------------------------------
                                                  Notary Public
                                            "OFFICIAL SEAL"
                                            KATHRYN HAWKINSON
                                            NOTARY PUBLIC STATE OF ILLINOIS
                                            My Commission Expires 12/11/2004



                                      -4-
<PAGE>

STATE OF ILLINOIS                   )
                                    )  ss.:
COUNTY OF COOK                      )



                  On the 27th day of March 2003, before me, a notary public in
and for said State, personally appeared Cynthia Reis and Barbara L. Marik, known
to me to be a First Vice President and Vice President, respectively, of ABN AMRO
BANK N.V., one of the entities that executed the within instrument, and
acknowledged to me that such entity executed the within instrument.


                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.





                                        /s/ Kathryn Hawkinson
                                        ----------------------------------------
                                                  Notary Public
                                            "OFFICIAL SEAL"
                                            KATHRYN HAWKINSON
                                            NOTARY PUBLIC STATE OF ILLINOIS
                                            My Commission Expires 12/11/2004





                                      -5-
<PAGE>


STATE OF NEW YORK                   )
                                    )  ss.:
COUNTY OF NEW YORK                  )


                  On this 27th day of March 2003, before me, a notary public in
and for said State, personally appeared Deborah Daniels known to me to be a Vice
President of Wells Fargo Bank Minnesota, National Association, one of the
entities that executed the within instrument, and acknowledged to me that such
entity executed the within instrument.


                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                        /s/ Eileen A. Krakauer
                                        ----------------------------------------
                                                  Notary Public
                                            Eileen A. Krakauer
                                            Notary Public, State of New York
                                            No. 01KR4637224
                                            Qualified In Queens County
                                            Commission Expires April 30, 2006


                                      -6-

<PAGE>



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

                   MORGAN STANLEY DEAN WITTER CAPITAL I INC.,
                                  AS DEPOSITOR,



                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                   AS MASTER SERVICER AND AS SPECIAL SERVICER,



                 LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE,


                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
                    AS PAYING AGENT AND CERTIFICATE REGISTRAR


                                       AND

                               ABN AMRO BANK N.V.,
                                 AS FISCAL AGENT


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

                            EXHIBITS AND SCHEDULES TO
                         POOLING AND SERVICING AGREEMENT

                            DATED AS OF MARCH 1, 2003

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

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2003 - HQ2

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


<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 MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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.



<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003 - HQ2
<TABLE>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE:  ___%                                 MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2003
                                                                 SPECIAL SERVICER:  WELLS FARGO BANK, NATIONAL
CUT-OFF DATE: MARCH 1, 2003                                      ASSOCIATION

CLOSING DATE: MARCH 27, 2003                                     PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
FIRST DISTRIBUTION DATE: APRIL 14, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1
CERTIFICATES AS OF THE CLOSING DATE:  $______                    FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS A-1                            CUSIP NO. _____
CERTIFICATE AS OF THE CLOSING DATE:  $_____
</TABLE>


No.  A-1-1

                              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 Master Servicer and the
Special Servicer, 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

<PAGE>

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 2003-HQ2 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 12th day of
each month or, if such 12th 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

<PAGE>

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 herefor 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.
<PAGE>

     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 Master
Servicer, 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 Master Servicer, the Special Servicer, 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 or (ii) the sale of the
property held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) 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.

                                            WELLS FARGO BANK MINNESOTA,
                                            NATIONAL ASSOCIATION, as Certificate
                                            Registrar



                                            By:
                                                ------------------------------
                                                AUTHORIZED SIGNATORY


Dated:  March 27, 2003


                          CERTIFICATE OF AUTHENTICATION

     THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                            WELLS FARGO BANK MINNESOTA,
                                            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>                                         <C>
TEN COM -      as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -      as tenants by the entireties                                       (Cust)
JT TEN  -      as joint tenants with rights of                         Under Uniform Gifts to Minors
               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-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 MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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.



<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003 - HQ2
<TABLE>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE:  ___%                                 MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2003
                                                                 SPECIAL SERVICER:  WELLS FARGO BANK, NATIONAL
CUT-OFF DATE: MARCH 1, 2003                                      ASSOCIATION

CLOSING DATE: MARCH 27, 2003                                     PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
FIRST DISTRIBUTION DATE: APRIL 14, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-2
CERTIFICATES AS OF THE CLOSING DATE:  $________                  FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS A-2                            CUSIP NO:
 CERTIFICATE AS OF THE CLOSING DATE:  $____
</TABLE>


No.  A-2-1

                              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 Master Servicer and the
Special Servicer, 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


<PAGE>


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 2003-HQ2 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 12th day of
each month or, if such 12th 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
<PAGE>


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 herefor 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.
<PAGE>

     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 Master
Servicer, 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 Master Servicer, the Special Servicer, 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 or (ii) the sale of the
property held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) 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.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     NATIONAL ASSOCIATION, as
                                                     Certificate Registrar



                                                     By:
                                                        ------------------------
                                                         AUTHORIZED SIGNATORY


Dated:  March 27, 2003


                          CERTIFICATE OF AUTHENTICATION

     THIS IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     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>                                         <C>
TEN COM -      as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -      as tenants by the entireties                                       (Cust)
JT TEN  -      as joint tenants with rights of                         Under Uniform Gifts to Minors
               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-3

                                   [RESERVED]



<PAGE>



                                   EXHIBIT A4

                                   [RESERVED]



<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 MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


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.

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.

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.



<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003 - HQ2
<TABLE>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE  ___%                                  MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2003
                                                                 SPECIAL SERVICER:  WELLS FARGO BANK, NATIONAL
CUT-OFF DATE: MARCH 1, 2003                                      ASSOCIATION

CLOSING DATE: MARCH 27, 2003                                     PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
FIRST DISTRIBUTION DATE: APRIL 14, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES
AS OF THE CLOSING DATE:  $_______                                FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS B                              CUSIP NO.
CERTIFICATE AS OF THE CLOSING DATE: $__________

</TABLE>


No.  B-1

                               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 Master Servicer and the
Special Servicer, 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


<PAGE>

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 2003-HQ2 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 12th day of
each month or, if such 12th 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

<PAGE>


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 herefor 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.


<PAGE>



     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 Master
Servicer, 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 Master Servicer, the Special Servicer, 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 or (ii) the sale of the
property held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) 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.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     NATIONAL ASSOCIATION, as
                                                     Certificate Registrar



                                                     By:
                                                        -----------------------
                                                          AUTHORIZED SIGNATORY


Dated: March 27, 2003


                          CERTIFICATE OF AUTHENTICATION

     THIS IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     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>                                         <C>
TEN COM -      as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -      as tenants by the entireties                                       (Cust)
JT TEN  -      as joint tenants with rights of                         Under Uniform Gifts to Minors
               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-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 MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


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.

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.

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.





<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003 - HQ2
<TABLE>
<S>                                                             <C>
INITIAL PASS-THROUGH RATE:  __%                                  MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2003
                                                                 SPECIAL SERVICER:  WELLS FARGO BANK, NATIONAL
CUT-OFF DATE: MARCH 1, 2003                                      ASSOCIATION

CLOSING DATE: MARCH 27, 2003                                     PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
FIRST DISTRIBUTION DATE: APRIL 14, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS C
CERTIFICATES AS OF THE CLOSING DATE:  $____                      FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS C                              CUSIP NO.
CERTIFICATE AS OF THE CLOSING DATE:  $____

</TABLE>

No. C-1

                               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 Master Servicer and the
Special Servicer, 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


<PAGE>


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 2003-HQ2 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 12th day of
each month or, if such 12th 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

<PAGE>

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 herefor 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.
<PAGE>

     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 Master
Servicer, 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 Master Servicer, the Special Servicer, 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 or (ii) the sale of the
property held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) 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.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     NATIONAL ASSOCIATION, as
                                                     Certificate Registrar



                                                     By:
                                                        ------------------------
                                                          AUTHORIZED SIGNATORY


Dated: March 27, 2003


                          CERTIFICATE OF AUTHENTICATION

     THIS IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     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>                                         <C>
TEN COM -      as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -      as tenants by the entireties                                       (Cust)
JT TEN  -      as joint tenants with rights of                         Under Uniform Gifts to Minors
               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-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 MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


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.

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.

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.





<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003 - HQ2
<TABLE>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE:  __%                                  MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2003
                                                                 SPECIAL SERVICER:  WELLS FARGO BANK, NATIONAL
CUT-OFF DATE: MARCH 1, 2003                                      ASSOCIATION

CLOSING DATE: MARCH 27, 2003                                     PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
FIRST DISTRIBUTION DATE: APRIL 14, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS D
 CERTIFICATES AS OF THE CLOSING DATE:  $_____                    FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS D                              CUSIP NO.
CERTIFICATE AS OF THE CLOSING DATE:  $_______


</TABLE>

No. D-1

                               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 Master Servicer and the
Special Servicer, 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

<PAGE>

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 2003-HQ2 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 12th day of
each month or, if such 12th 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

<PAGE>


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 herefor 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.
<PAGE>

     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 Master
Servicer, 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 Master Servicer, the Special Servicer, 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 or (ii) the sale of the
property held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) 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.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     NATIONAL ASSOCIATION, as
                                                     Certificate Registrar



                                                     By:
                                                         ----------------------
                                                           AUTHORIZED SIGNATORY


Dated: March 27, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     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>                                         <C>
TEN COM -      as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -      as tenants by the entireties                                       (Cust)
JT TEN  -      as joint tenants with rights of                         Under Uniform Gifts to Minors
               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-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 PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.


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.

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.
<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR 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.





<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003 - HQ2
<TABLE>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE: __%                                   MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2003
                                                                 SPECIAL SERVICER:  WELLS FARGO BANK, NATIONAL
CUT-OFF DATE: MARCH 1, 2003                                      ASSOCIATION

CLOSING DATE: MARCH 27, 2003                                     PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                  ASSOCIATION
FIRST DISTRIBUTION DATE: APRIL 14, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS E
CERTIFICATES AS OF THE CLOSING DATE:  $______                    FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS E CERTIFICATE AS OF THE        CUSIP NO.
CLOSING DATE:  $______
(SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)
</TABLE>

No.  E-1

                               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 Master Servicer and the
Special Servicer, 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
<PAGE>


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 2003-HQ2 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 12th day of
each month or, if such 12th 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.

<PAGE>

     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 herefor 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
<PAGE>

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 Master
Servicer, 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 Master Servicer, the Special Servicer, 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 or (ii) the sale of the
property held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) 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.

                                                   WELLS FARGO BANK MINNESOTA,
                                                   NATIONAL ASSOCIATION, as
                                                   Certificate Registrar



                                                   By:
                                                       -----------------------
                                                       AUTHORIZED SIGNATORY


Dated:  March 27, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     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>                                         <C>
TEN COM -      as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -      as tenants by the entireties                                       (Cust)
JT TEN  -      as joint tenants with rights of                         Under Uniform Gifts to Minors
               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-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 PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.


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.

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.
<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR 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.





<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003 - HQ2

<TABLE>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE: ___%                                  MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1, 2003
                                                                 SPECIAL SERVICER:  WELLS FARGO BANK, NATIONAL
CUT-OFF DATE: MARCH 1, 2003                                      ASSOCIATION

CLOSING DATE: MARCH 27, 2003                                     PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                  ASSOCIATION
FIRST DISTRIBUTION DATE: APRIL 14, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES
AS OF THE CLOSING DATE:  $_______                                FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS F CERTIFICATE AS OF THE        CUSIP NO.
CLOSING DATE: $______ (SUBJECT TO SCHEDULE OF EXCHANGES
ATTACHED)
</TABLE>

No. F-1

                               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 Master Servicer and the
Special Servicer, 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

<PAGE>

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 2003-HQ2 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 12th
day of each month or, if such 12th 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.
<PAGE>

                  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 herefor 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


<PAGE>

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 Master Servicer, 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 Master Servicer, the Special
Servicer, 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 or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) 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.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     NATIONAL ASSOCIATION, as
                                                     Certificate Registrar



                                                     By: _______________________
                                                          AUTHORIZED SIGNATORY


Dated: March 27, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     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>                                         <C>
TEN COM -      as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -      as tenants by the entireties                                       (Cust)
JT TEN  -      as joint tenants with rights of                         Under Uniform Gifts to Minors
               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 PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER 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.

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
<PAGE>

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.





<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003 - HQ2
<TABLE>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE:  ___%                                 MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2003
                                                                 SPECIAL SERVICER:  WELLS FARGO BANK, NATIONAL
CUT-OFF DATE: MARCH 1, 2003                                      ASSOCIATION

CLOSING DATE: MARCH 27, 2003                                     PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                  ASSOCIATION
FIRST DISTRIBUTION DATE: APRIL 14, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS G
CERTIFICATES AS OF THE CLOSING DATE:  $______                    FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS G CERTIFICATE AS OF THE        CUSIP NO.
CLOSING DATE: $______ (SUBJECT TO SCHEDULE OF EXCHANGES
ATTACHED)

</TABLE>

No. G-1

                               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 Master Servicer and the
Special Servicer, 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

<PAGE>


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 2003-HQ2 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 12th day of
each month or, if such 12th 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.
<PAGE>

     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 herefor 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

<PAGE>

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 Master
Servicer, 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 Master Servicer, the Special Servicer, 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 or (ii) the sale of the
property held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) 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.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     NATIONAL ASSOCIATION, as
                                                     Certificate Registrar



                                                     By:
                                                         ----------------------
                                                          AUTHORIZED SIGNATORY


Dated: March 27, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     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>                                         <C>
TEN COM -      as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -      as tenants by the entireties                                       (Cust)
JT TEN  -      as joint tenants with rights of                         Under Uniform Gifts to Minors
               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-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 PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER 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

<PAGE>


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.



<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003 - HQ2
<TABLE>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE:  ___%                                 MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2003
                                                                 SPECIAL SERVICER:  WELLS FARGO BANK, NATIONAL
CUT-OFF DATE: MARCH 1, 2003                                      ASSOCIATION

CLOSING DATE: MARCH 27, 2003                                     PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                  ASSOCIATION
FIRST DISTRIBUTION DATE: APRIL 14, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS H
CERTIFICATES AS OF THE CLOSING DATE:  $______                    FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS H CERTIFICATE AS OF THE        CUSIP NO.
CLOSING DATE: $______ (SUBJECT TO SCHEDULE OF EXCHANGES
ATTACHED)


</TABLE>

No. H-1

                               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 Master Servicer and the
Special Servicer, 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

<PAGE>

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 2003-HQ2 and are issued in the Classes as
specifically set forth 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 12th day of
each month or, if such 12th 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.


<PAGE>

     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 herefor 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
<PAGE>

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 Master
Servicer, 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 Master Servicer, the Special Servicer, 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 or (ii) the sale of the
property held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) 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.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     NATIONAL ASSOCIATION, as
                                                     Certificate Registrar



                                                     By:
                                                        -----------------------
                                                          AUTHORIZED SIGNATORY


Dated: March 27, 2003


                          CERTIFICATE OF AUTHENTICATION

     THIS IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     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>                                         <C>
TEN COM -      as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -      as tenants by the entireties                                       (Cust)
JT TEN  -      as joint tenants with rights of                         Under Uniform Gifts to Minors
               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-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 PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER 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

<PAGE>


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.



<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003 - HQ2
<TABLE>
<S>                                                             <C>
INITIAL PASS-THROUGH RATE:  ___%                                 MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2003
                                                                 SPECIAL SERVICER:  WELLS FARGO BANK, NATIONAL
CUT-OFF DATE: MARCH 1, 2003                                      ASSOCIATION

CLOSING DATE: MARCH 27, 2003                                     PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                  ASSOCIATION
FIRST DISTRIBUTION DATE:  APRIL 14, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS J
CERTIFICATES AS OF THE CLOSING DATE:  $_______                   FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS J CERTIFICATE AS OF THE        CUSIP NO.
CLOSING DATE: $_____ (SUBJECT TO SCHEDULE OF EXCHANGES
ATTACHED)

</TABLE>


No. J-1

                               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 Master Servicer and the
Special Servicer, 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


<PAGE>

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 2003-HQ2 and are issued in the Classes as specifically set
forth 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 12th day of
each month or, if such 12th 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


<PAGE>

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 herefor 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.

<PAGE>


     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 Master
Servicer, 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 Master Servicer, the Special Servicer, 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 or (ii) the sale of the
property held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) 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.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     NATIONAL ASSOCIATION, as
                                                     Certificate Registrar



                                                     By:
                                                        -----------------------
                                                         AUTHORIZED SIGNATORY


Dated: March 27, 2003


                          CERTIFICATE OF AUTHENTICATION

     THIS IS ONE OF THE CLASS J CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     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>                                         <C>
TEN COM -      as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -      as tenants by the entireties                                       (Cust)
JT TEN  -      as joint tenants with rights of                         Under Uniform Gifts to Minors
               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-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 PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER 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

<PAGE>


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.



<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003 - HQ2

<TABLE>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE:  ___%                                 MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2003
                                                                 SPECIAL SERVICER:  WELLS FARGO BANK, NATIONAL
CUT-OFF DATE: MARCH 1, 2003                                      ASSOCIATION

CLOSING DATE: MARCH 27, 2003                                     PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
FIRST DISTRIBUTION DATE:  APRIL 14, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS K
CERTIFICATES AS OF THE CLOSING DATE:  $_______                   FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS K CERTIFICATE AS OF THE        CUSIP NO.
CLOSING DATE: $___ (SUBJECT TO SCHEDULE OF EXCHANGES
ATTACHED)


</TABLE>

No.  K-1

                               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 Master Servicer and the
Special Servicer, 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

<PAGE>


Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2003-HQ2 and are issued in the Classes as specifically set forth 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 12th day of
each month or, if such 12th 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

<PAGE>

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 herefor 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.


<PAGE>

     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 Master
Servicer, 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 Master Servicer, the Special Servicer, 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 or (ii) the sale of the
property held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) 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.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     NATIONAL ASSOCIATION, as
                                                     Certificate Registrar



                                                     By:
                                                         ----------------------
                                                          AUTHORIZED SIGNATORY


Dated: March 27, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS K CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     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>                                         <C>
TEN COM -      as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -      as tenants by the entireties                                       (Cust)
JT TEN  -      as joint tenants with rights of                         Under Uniform Gifts to Minors
               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-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 PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER 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



<PAGE>

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.



<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003 - HQ2
<TABLE>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE:  ____%                                MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2003
                                                                 SPECIAL SERVICER:  WELLS FARGO BANK, NATIONAL
CUT-OFF DATE: MARCH 1, 2003                                      ASSOCIATION

CLOSING DATE: MARCH 27, 2003                                     PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                  ASSOCIATION
FIRST DISTRIBUTION DATE:  APRIL 14, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS L
CERTIFICATES AS OF THE CLOSING DATE:  $_________                 FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS L CERTIFICATE AS OF THE        CUSIP NO.
CLOSING DATE: $ (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)
</TABLE>

No. L-1

                               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 Master Servicer and the
Special Servicer, 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


<PAGE>


Certificates. The Certificates are designated as the Morgan Stanley Dean Witter
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-HQ2
and are issued in the Classes as specifically set forth 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 12th day of
each month or, if such 12th 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


<PAGE>


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 herefor 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.
<PAGE>

     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 Master
Servicer, 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 Master Servicer, the Special Servicer, 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 or (ii) the sale of the
property held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) 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.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     NATIONAL ASSOCIATION, as
                                                     Certificate Registrar



                                                     By:
                                                        -----------------------
                                                           AUTHORIZED SIGNATORY


Dated: March 27, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS L CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     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>                                         <C>
TEN COM -      as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -      as tenants by the entireties                                       (Cust)
JT TEN  -      as joint tenants with rights of                         Under Uniform Gifts to Minors
               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 PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER 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

<PAGE>


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.



<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003 - HQ2
<TABLE>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE:  ___%                                 MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1, 2003
                                                                 SPECIAL SERVICER:  WELLS FARGO BANK, NATIONAL
CUT-OFF DATE: MARCH 1, 2003                                      ASSOCIATION

CLOSING DATE: MARCH 27, 2003                                     PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                  ASSOCIATION
FIRST DISTRIBUTION DATE:  APRIL 14, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS M CERTIFICATES
AS OF THE CLOSING DATE:  $______                                 FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS M CERTIFICATE AS OF THE        CUSIP NO.
CLOSING DATE: $______ (SUBJECT TO SCHEDULE OF EXCHANGES
ATTACHED)


</TABLE>

No. M-1

                               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"), 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 Master Servicer and the Special
Servicer, 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

<PAGE>

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 2003-HQ2 and are issued in the Classes as specifically set
forth 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 12th day of
each month or, if such 12th 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

<PAGE>


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 herefor 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.
<PAGE>

     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 Master
Servicer, 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 Master Servicer, the Special Servicer, 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 or (ii) the sale of the
property held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) 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.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     NATIONAL ASSOCIATION, as
                                                     Certificate Registrar



                                                     By:
                                                         ----------------------
                                                          AUTHORIZED SIGNATORY


Dated: March 27, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS M CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     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>                                         <C>
TEN COM -      as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -      as tenants by the entireties                                       (Cust)
JT TEN  -      as joint tenants with rights of                         Under Uniform Gifts to Minors
               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 PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER 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

<PAGE>

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.



<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003 - HQ2
<TABLE>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE: 6.00%                                 MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1, 2003
                                                                 SPECIAL SERVICER:  WELLS FARGO BANK, NATIONAL
CUT-OFF DATE: MARCH 1, 2003                                      ASSOCIATION

CLOSING DATE: MARCH 27, 2003                                     PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                  ASSOCIATION
FIRST DISTRIBUTION DATE:  APRIL 14, 2003

AGGREGATE CERTIFICATE BALANCE OF THE CLASS N CERTIFICATES
AS OF THE CLOSING DATE:  $2,105,000                              TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION

CERTIFICATE BALANCE OF THIS CLASS N CERTIFICATE AS OF THE        FISCAL AGENT:  ABN AMRO BANK N.V.
CLOSING DATE: $2,105,000 (SUBJECT TO SCHEDULE OF EXCHANGES       PV6
ATTACHED)
</TABLE>

No. N-1

                               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 Master Servicer and the
Special Servicer, 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


<PAGE>


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 2003-HQ2 and are issued in the Classes as specifically set
forth 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 12th day of
each month or, if such 12th 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

<PAGE>


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 herefor 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.
<PAGE>

     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 Master
Servicer, 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 Master Servicer, the Special Servicer, 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 or (ii) the sale of the
property held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) 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.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     NATIONAL ASSOCIATION, as
                                                     Certificate Registrar



                                                     By:
                                                        -----------------------
                                                          AUTHORIZED SIGNATORY


Dated: March 27, 2003


                          CERTIFICATE OF AUTHENTICATION

     THIS IS ONE OF THE CLASS N CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     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>                                         <C>
TEN COM -      as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -      as tenants by the entireties                                       (Cust)
JT TEN  -      as joint tenants with rights of                         Under Uniform Gifts to Minors
               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-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 PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER 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
<PAGE>


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.



<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003 - HQ2
<TABLE>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE: ___%                                  MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1, 2003
                                                                 SPECIAL SERVICER:  WELLS FARGO BANK, NATIONAL
CUT-OFF DATE: MARCH 1, 2003                                      ASSOCIATION

CLOSING DATE: MARCH 27, 2003                                     PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                  ASSOCIATION
FIRST DISTRIBUTION DATE:  APRIL 14, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS O CERTIFICATES
AS OF THE CLOSING DATE:  $________                               FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS O CERTIFICATE AS OF THE        CUSIP NO.
CLOSING DATE: $_____ (SUBJECT TO SCHEDULE OF EXCHANGES
ATTACHED)
</TABLE>


No. N-1

                               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 Master Servicer and the
Special Servicer, 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

<PAGE>

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 2003-HQ2 and are issued in the Classes as specifically set
forth 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 12th day of
each month or, if such 12th 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

<PAGE>

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 herefor 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.
<PAGE>

     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 Master
Servicer, 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 Master Servicer, the Special Servicer, 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 or (ii) the sale of the
property held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) 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.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     NATIONAL ASSOCIATION, as
                                                     Certificate Registrar



                                                     By:
                                                        -----------------------
                                                          AUTHORIZED SIGNATORY


Dated: March 27, 2003


                          CERTIFICATE OF AUTHENTICATION

     THIS IS ONE OF THE CLASS O CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     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>                                         <C>
TEN COM -      as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -      as tenants by the entireties                                       (Cust)
JT TEN  -      as joint tenants with rights of                         Under Uniform Gifts to Minors
               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 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 MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER 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
NON-UNITED STATES 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 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.

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-I CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER

<PAGE>

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 CITIZEN OF OR
RESIDENT OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR OTHER ENTITY
CREATED OR ORGANIZED IN, OR UNDER THE LAWS OF, THE UNITED STATES OR ANY
POLITICAL SUBDIVISION THEREOF, OR AN ESTATE OR TRUST WHOSE INCOME FROM SOURCES
WITHOUT THE UNITED STATES IS INCLUDABLE IN GROSS INCOME FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES REGARDLESS OF ITS CONNECTION WITH THE CONDUCT OF
TRADE OR BUSINESS IN THE UNITED STATES (ANY SUCH PERSON BEING HEREINAFTER
REFERRED TO AS A "UNITED STATES PERSON") OR (E) AN AGENT OF A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES 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 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 2003 - HQ2
<TABLE>
<S>                                                            <C>
PERCENTAGE INTEREST OF THIS CLASS R-I CERTIFICATE:  100%       SPECIAL SERVICER:  WELLS FARGO BANK, NATIONAL
                                                               ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2003
                                                               PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
CUT-OFF DATE:  MARCH 1, 2003                                    ASSOCIATION

CLOSING DATE:  MARCH 27, 2003                                  TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION

FIRST DISTRIBUTION DATE:  APRIL 14, 2003                       FISCAL AGENT:  ABN AMRO BANK N.V.

MASTER SERVICER:  WELLS FARGO BANK, NATIONAL ASSOCIATION       NO. R-I-1
</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 Master Servicer and the Special
Servicer, 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 Morgan Stanley Dean Witter Capital I Inc.Commercial Mortgage Pass-Through
Certificates, Series 2003-HQ2 and are issued in the Classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.
<PAGE>

     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 12th day of each month or, if such 12th 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,

<PAGE>


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 herefor 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 Master
Servicer, 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 Master Servicer, the Special Servicer, 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


<PAGE>

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 or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) 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.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     NATIONAL ASSOCIATION, as
                                                     Certificate Registrar



                                                     By:
                                                        -----------------------
                                                          AUTHORIZED SIGNATORY


Dated: March 27, 2003


                          CERTIFICATE OF AUTHENTICATION

     THIS IS ONE OF THE CLASS R-I CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                                     WELLS FARGO BANK MINNESOTA,
                                                     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>                                         <C>
TEN COM -      as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -      as tenants by the entireties                                       (Cust)
JT TEN  -      as joint tenants with rights of                         Under Uniform Gifts to Minors
               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-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 CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER 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
NON-UNITED STATES 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 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>

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 CITIZEN OF OR RESIDENT
OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR
ORGANIZED IN, OR UNDER THE LAWS OF, THE UNITED STATES OR ANY POLITICAL
SUBDIVISION THEREOF, OR AN ESTATE OR TRUST WHOSE INCOME FROM SOURCES WITHOUT THE
UNITED STATES IS INCLUDABLE IN GROSS INCOME FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES REGARDLESS OF ITS CONNECTION WITH THE CONDUCT OF TRADE OR BUSINESS IN
THE UNITED STATES (ANY SUCH PERSON BEING HEREINAFTER REFERRED TO AS A "UNITED
STATES PERSON") OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED
STATES 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 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 2003 - HQ2
<TABLE>
<S>                                                            <C>
PERCENTAGE INTEREST OF THIS CLASS R-II CERTIFICATE:  100%      SPECIAL SERVICER:  WELLS FARGO BANK, NATIONAL
                                                               ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2003
                                                               PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
CUT-OFF DATE:  MARCH 1, 2003                                    ASSOCIATION

CLOSING DATE:  MARCH 27, 2003                                  TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION

FIRST DISTRIBUTION DATE:  APRIL 14, 2003                       FISCAL AGENT:  ABN AMRO BANK N.V.

MASTER SERVICER:  WELLS FARGO BANK, NATIONAL ASSOCIATION       NO. R-II-1
</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 Master Servicer and the Special
Servicer, 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 2003-HQ2 and are issued in the Classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.
<PAGE>

     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 12th day of each month or, if such 12th 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,
<PAGE>


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 herefor 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 Master
Servicer, 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 Master Servicer, the Special Servicer, 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

<PAGE>

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 or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) 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.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     NATIONAL ASSOCIATION, as
                                                     Certificate Registrar



                                                     By:
                                                        -----------------------
                                                          AUTHORIZED SIGNATORY


Dated: March 27, 2003


                          CERTIFICATE OF AUTHENTICATION

     THIS IS ONE OF THE CLASS R-II CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                                     WELLS FARGO BANK MINNESOTA,
                                                     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>                                         <C>
TEN COM -      as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -      as tenants by the entireties                                       (Cust)
JT TEN  -      as joint tenants with rights of                         Under Uniform Gifts to Minors
               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-20

                        [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 MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER 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
NON-UNITED STATES 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 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.

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-III CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE

<PAGE>


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 CITIZEN OF OR RESIDENT OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR
OTHER ENTITY CREATED OR ORGANIZED IN, OR UNDER THE LAWS OF, THE UNITED STATES OR
ANY POLITICAL SUBDIVISION THEREOF, OR AN ESTATE OR TRUST WHOSE INCOME FROM
SOURCES WITHOUT THE UNITED STATES IS INCLUDABLE IN GROSS INCOME FOR UNITED
STATES FEDERAL INCOME TAX PURPOSES REGARDLESS OF ITS CONNECTION WITH THE CONDUCT
OF TRADE OR BUSINESS IN THE UNITED STATES (ANY SUCH PERSON BEING HEREINAFTER
REFERRED TO AS A "UNITED STATES PERSON") OR (E) AN AGENT OF A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES 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 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 2003 - HQ2
<TABLE>
<S>                                                            <C>
PERCENTAGE INTEREST OF THIS CLASS R-III CERTIFICATE:  100%     SPECIAL SERVICER:  WELLS FARGO BANK, NATIONAL
                                                               ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2003
                                                               PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
CUT-OFF DATE:  MARCH 1, 2003                                    ASSOCIATION

CLOSING DATE:  MARCH 27, 2003                                  TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION

FIRST DISTRIBUTION DATE:  APRIL 14, 2003                       FISCAL AGENT:  ABN AMRO BANK N.V.

MASTER SERVICER:  WELLS FARGO BANK, NATIONAL ASSOCIATION       NO. R-III-1
</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 Master Servicer and the
Special Servicer, 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 2003-HQ2 and are issued in the Classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.
<PAGE>

     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 12th day of each month or, if such 12th 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,

<PAGE>


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 herefor 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 Master
Servicer, 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 Master Servicer, the Special Servicer, 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

<PAGE>


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 or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) 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.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     NATIONAL ASSOCIATION, as
                                                     Certificate Registrar



                                                     By:
                                                        -----------------------
                                                           AUTHORIZED SIGNATORY


Dated: March 27, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS R-III CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                                     WELLS FARGO BANK MINNESOTA,
                                                     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>                                         <C>
TEN COM -      as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -      as tenants by the entireties                                       (Cust)
JT TEN  -      as joint tenants with rights of                         Under Uniform Gifts to Minors
               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-21

                         [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 MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER 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

<PAGE>

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.





<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003 - HQ2
<TABLE>
<S>                                                            <C>
INITIAL PASS-THROUGH RATE:  ___%                               MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                               ASSOCIATION
INITIAL NOTIONAL AMOUNT OF THIS CLASS X-1
CERTIFICATE: $________                                         SPECIAL SERVICER: WELL FARGO BANK, NATIONAL
                                                               ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2003
                                                               PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
CUT-OFF DATE:  MARCH 1, 2003                                   ASSOCIATION

CLOSING DATE:  MARCH 27, 2003                                  TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 14, 2003                        FISCAL AGENT:  ABN AMRO BANK N.V.

AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-1 CERTIFICATES AS     CUSIP NO.
OF THE CLOSING DATE:
$_____  (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)


</TABLE>


No. X-1-1

                              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 Master Servicer and the
Special Servicer, 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

<PAGE>

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 2003-HQ2 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 12th day of each month or,
if such 12th 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
specified above 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 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 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.
<PAGE>

     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 herefor 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

<PAGE>

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 Master
Servicer, 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 Master Servicer, the Special Servicer, 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 or (ii) the sale of the
property held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) 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.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     NATIONAL ASSOCIATION, as
                                                     Certificate Registrar



                                                     By:
                                                        -----------------------
                                                         AUTHORIZED SIGNATORY


Dated: March 27, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS X-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                                     WELLS FARGO BANK MINNESOTA,
                                                     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>                                         <C>
TEN COM -      as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -      as tenants by the entireties                                       (Cust)
JT TEN  -      as joint tenants with rights of                         Under Uniform Gifts to Minors
               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-22

                         [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 MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER 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

<PAGE>

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.





<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003 - HQ2
<TABLE>
<S>                                                            <C>
INITIAL PASS-THROUGH RATE:  ___%                               MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                               ASSOCIATION
INITIAL NOTIONAL AMOUNT OF THIS CLASS X-2
CERTIFICATE: $_________                                        SPECIAL SERVICER: WELL FARGO BANK, NATIONAL
                                                               ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2003
                                                               PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
CUT-OFF DATE:  MARCH 1, 2003                                   ASSOCIATION

CLOSING DATE:  MARCH 27, 2003                                  TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 14, 2003                        FISCAL AGENT:  ABN AMRO BANK N.V.

AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-2 CERTIFICATES AS     CUSIP NO:
OF THE CLOSING DATE:
$______ (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)


</TABLE>

No. X-2-1

                              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 Master Servicer and the
Special Servicer, 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

<PAGE>

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 2003-HQ2 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 12th day of each month or,
if such 12th 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
specified above 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 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 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.
<PAGE>

     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 herefor 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

<PAGE>

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 Master
Servicer, 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 Master Servicer, the Special Servicer, 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 or (ii) the sale of the
property held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) 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.

                                                     WELLS FARGO BANK MINNESOTA,
                                                     NATIONAL ASSOCIATION, as
                                                     Certificate Registrar



                                                     By:
                                                         ----------------------
                                                          AUTHORIZED SIGNATORY


Dated: March 27, 2003


                          CERTIFICATE OF AUTHENTICATION

     THIS IS ONE OF THE CLASS X-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                                     WELLS FARGO BANK MINNESOTA,
                                                     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>                                         <C>
TEN COM -      as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -      as tenants by the entireties                                       (Cust)
JT TEN  -      as joint tenants with rights of                         Under Uniform Gifts to Minors
               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 B-1


                    FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                                 March __, 2003



Morgan Stanley Dean Witter Capital I Inc.
1585 Broadway
New York, New York 10036

Morgan Stanley Mortgage Capital Inc.
1585 Broadway
New York, New York 10036



         Re:      Pooling and Servicing Agreement ("Pooling and Servicing
                  Agreement") relating to Morgan Stanley Dean Witter
                  Capital I Inc., Commercial Mortgage Pass-Through Certificates,
                  Series 2003 - HQ2
                  --------------------------------------------------------------

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 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" 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, or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.

                  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.


<PAGE>


                                  LASALLE BANK NATIONAL ASSOCIATION,
                                  as Trustee



                                  By: ________________________________________
                                      Name:
                                      Title:


<PAGE>


                             SCHEDULE OF EXCEPTIONS




<PAGE>


                                   EXHIBIT B-2

                     FORM OF FINAL CERTIFICATION OF TRUSTEE



                                __________, 2003



Morgan Stanley Dean Witter Capital I Inc.
1585 Broadway
New York, New York 10036

Morgan Stanley Mortgage Capital Inc.
1585 Broadway
New York, New York 10036



         Re:      Pooling and Servicing Agreement ("Pooling and Servicing
                  Agreement") relating to Morgan Stanley Dean Witter
                  Capital I Inc., Commercial Mortgage Pass-Through Certificates,
                  Series 2003 - HQ2
                  --------------------------------------------------------------

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), (v), (vi) and (viii) of the definition of "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, 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 and the name of the Mortgagor 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. 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 or any of the Trustee Mortgage Loans identified
in the Mortgage Loan Schedule, or (ii) the collectibility, insurability,
effectiveness or suitability of any such Mortgage Loan.

                  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.

<PAGE>

                  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


To:      Lasalle Bank National Association, as Trustee
         135 South LaSalle Street, Suite 1625
         Chicago, Illinois 60603

         Attn:  Asset-Backed Securities Trust Services Group
                Morgan Stanley Dean Witter Capital I Inc.
                Commercial Mortgage Pass-Through Certificates,
                Series 2003 - HQ2

         Re:      Morgan Stanley Dean Witter Capital I Inc. Commercial
                  Mortgage Pass-Through Certificates, Series 2003 - HQ2
                  -----------------------------------------------------

                                 DATE:__________


                  In connection with the administration of the Mortgage Loans
held by you as Trustee under the Pooling and Servicing Agreement dated as of
March 1, 2003 by and among Morgan Stanley Dean Witter Capital I Inc., as
Depositor, Wells Fargo Bank, National Association, as Master Servicer and as
Special Servicer, Lasalle Bank National Association, as Trustee, Wells Fargo
Bank Minnesota, National Association, as Paying Agent and Certificate Registrar
and ABN AMRO Bank N.V., as Fiscal Agent (the "Pooling and Servicing Agreement"),
the undersigned hereby requests a release of the Trustee Mortgage File held by
you as Trustee with respect to the following described Mortgage Loan for the
reason indicated below.

                  Mortgagor's Name:

                  Address:

                  Loan No.:

                  Reason for requesting file:

_____             1.       Mortgage Loan paid in full.
                           (The [Master] [Special] Servicer hereby certifies
                           that all amounts received in connection with the
                           Mortgage Loan have been or will be, following the
                           [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.
                           (The [Master] [Special] Servicer hereby certifies
                           that the Purchase Price has been credited to the
                           Distribution Account pursuant to the Pooling and
                           Servicing Agreement.)

<PAGE>

_____             3.       Mortgage Loan Defeased.

                  4.       Mortgage Loan substituted.
                           (The [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 Trustee Mortgage
File will be held by the undersigned in accordance with the provisions of the
Pooling and Servicing Agreement and will be returned to you, except if the
Mortgage Loan has been paid in full, repurchased or substituted for by a
Qualifying Substitute Mortgage Loan (in which case the Trustee Mortgage File
will be retained by us permanently), when no longer required by us for such
purpose).

                  Capitalized terms used herein shall have the meanings ascribed
to them in the Pooling and Servicing Agreement.


                                   [Name of [Master] [Special] Servicer]




                                   By: ______________________________________
                                       Name:
                                       Title:



<PAGE>




                                   EXHIBIT D-1

                       FORM OF TRANSFEROR CERTIFICATE FOR
             TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES




                                     [Date]


Wells Fargo Bank Minnesota, National Association,
  as Certificate Registrar
Wells Fargo Center
Sixth Street and Marquette Avenue
MAC #N9303-121
Minneapolis, Minnesota 55479-0113

Attention:        Corporate Trust Services (CMBS)

         Re:      Morgan Stanley Dean Witter Capital I Inc., Commercial
                  Mortgage Pass-Through Certificates, Series 2003 - HQ2
                  (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
Certificate Balance or Notional Amount as of March 27, 2003 (the "Settlement
Date") of $__________. The Certificates were issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March
1, 2003, among Morgan Stanley Dean Witter Capital I Inc., as depositor (the
"Depositor"), Wells Fargo Bank, National Association, as master servicer, Wells
Fargo Bank, National Association, as special servicer, LaSalle Bank National
Association, as trustee, ABN AMRO Bank N.V., as fiscal agent and Wells Fargo
Bank Minnesota, National Association, as paying agent (in such capacity, the
"Paying 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
         Certificate with the full right to transfer such Certificate 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
         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 transfer, pledge or other disposition 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



<PAGE>


         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
         Certificate under the Securities Act of 1933, as amended (the
         "Securities Act"), or would render the disposition of any Certificate a
         violation of Section 5 of the Securities Act or any state securities
         laws, or would require registration or qualification of any 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]


Wells Fargo Bank Minnesota, National Association,
  as Certificate Registrar
Wells Fargo Center
Sixth Street and Marquette Avenue
MAC #N9303-121
Minneapolis, Minnesota 55479-0113

Attention:________Corporate Trust Services (CMBS)

         Re:      Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
                  Pass-Through Certificates, Series 2003 - HQ2
                  (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 Balance
or Notional Amount as of March 27, 2003 (the "Settlement Date") of $__________
(the "Transferred Certificates"). The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of March 1, 2003 (the "Pooling and Servicing Agreement"), among Morgan
Stanley Dean Witter Capital I Inc., as depositor (the "Depositor"), Wells Fargo
Bank, National Association, as master servicer, Wells Fargo Bank, National
Association, as special servicer, LaSalle Bank National Association, as trustee,
ABN AMRO Bank N.V., as fiscal agent and Wells Fargo Bank Minnesota, National
Association, as paying agent (in such capacity, the "Paying 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


<PAGE>


         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.

                  3.  Check one of the following:

                  ___ The Transferee is a "U.S. Person" and has attached hereto
         an Internal Revenue Service ("IRS") Form W-9 (or successor form).

                  ___ The Transferee is not a "U.S. Person" and under applicable
         law in effect on the date hereof, no taxes will be required to be
         withheld by the Certificate Registrar (or its agent) with respect to
         distributions to be made on the Transferred Certificates. The
         Transferee has attached hereto either (i) a duly executed IRS Form
         W-8BEN (or successor form), which identifies the Transferee as the
         beneficial owner of the Transferred Certificates and states that the
         Transferee is not a U.S. Person or (ii) two duly executed copies of IRS
         Form W-8ECI (or successor form), which identify the Transferee as the
         beneficial owner of the Transferred Certificates and states that
         interest and original issue discount on the Transferred Certificates
         is, or is expected to be, effectively connected with a U.S. trade or
         business. The Transferee agrees to provide to the Certificate Registrar
         (or its agent) updated IRS Form W-8BEN or IRS Form W-8ECI, as the case
         may be, any applicable successor IRS forms, or such other
         certifications as the Certificate Registrar (or its agent) may
         reasonably request, on or before the date that any such IRS form or
         certification expires or becomes obsolete, or promptly after the
         occurrence of any event requiring a change in the most recent IRS form
         of certification furnished by it to the Certificate Registrar (or its
         agent).

                  For this purpose, "U.S. Person" means a citizen or resident of
         the United States for U.S. federal income tax purposes, 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, any state or the District of Columbia, including any entity
         treated as a corporation or partnership for federal income tax
         purposes, an estate the income of which is subject to U.S. federal
         income taxation regardless of its source, or 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 fiduciaries
         have the authority to control all substantial decisions of such trust
         (or, to the extent provided in applicable Treasury Regulations, certain
         trusts in existence on August 20, 1996 which are eligible to elect to
         be treated as U.S. Persons).

                  The Depositor, the Trustee and the Paying Agent are entitled
         to rely upon this letter and are irrevocably authorized to produce this
         letter or a copy hereof to any interested party in any administrative
         or legal proceedings or official inquiry with respect to the matters
         covered hereby.

<PAGE>

                                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 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 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
$______________________(1) in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.



                  ___      Corporation, etc. The Transferee is a corporation
                           (other than a bank, savings and loan association or
                           similar institution), Massachusetts or similar
                           business trust, partnership, or any organization
                           described in Section 501(c)(3) of the Internal
                           Revenue Code of 1986, 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.


--------------------
        (1) Transferee must own and/or invest on a discretionary basis at least
     $100,000,000 in securities unless Transferee is a dealer, and, in that
     case, Transferee must own and/or invest on a discretionary basis at least
     $10,000,000 in securities.

<PAGE>

                  ___      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.




<PAGE>


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 Certificates are relying and will continue to rely on the statements
made herein because one or more sales to the Transferee may be in reliance on
Rule 144A.

         ___      ___     Will the Transferee be purchasing the Transferred
         Yes      No      Certificate only for the Transferee's own account

                  6. If the answer to the foregoing question is "no", then in
each case where the Transferee is purchasing for an account other than its own,
such account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

                  7. The Transferee will notify each of the parties to which
this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.


                                     ------------------------------------
                                     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).

<PAGE>

                  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 only for the Transferee's own account
      Yes          No

                  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]


Wells Fargo Bank Minnesota, National Association,
  as Certificate Registrar
Wells Fargo Center
Sixth Street and Marquette Avenue
MAC #N9303-121
Minneapolis, Minnesota 55479-0113

Attention:        Corporate Trust Services (CMBS)

         Re:      Morgan Stanley Dean Witter Capital I Inc., Commercial
                  Mortgage Pass-Through Certificates, Series 2003 -
                  HQ2(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
Balance or Notional Amount as of March 27, 2003 (the "Settlement Date") of
$__________ (the "Transferred Certificates"). The Certificates, including the
Transferred Certificates, were issued pursuant to the Pooling and Servicing
Agreement, (the "Pooling and Servicing Agreement") dated as of March 1, 2003,
among Morgan Stanley Dean Witter Capital I Inc., as depositor (the "Depositor"),
Wells Fargo Bank, National Association, as master servicer, Wells Fargo Bank,
National Association, as special servicer, LaSalle Bank National Association, as
trustee, ABN AMRO Bank N.V., as fiscal agent and Wells Fargo Bank Minnesota,
National Association, as paying agent (the "Paying 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



<PAGE>


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 (C) 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 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 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.

                  5. With respect to any Transferred Certificate that is a
Privately Offered Certificate (other than Class X-1, Class X-2, Class E, Class F
or Class G Certificates), the Transferee understands that each Transferred
Certificate will bear the following legend:

                  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"), OR 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


<PAGE>


                  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.

                  6. 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 with respect to any Certificate, any
interest in any 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
Certificate, any interest in any Certificate or any other similar security.

                  7. The Transferee has been furnished with all information
regarding (a) the Depositor, (b) the Transferred Certificates and distributions
thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created
pursuant thereto, (d) the nature, performance and servicing of the Mortgage
Loans, (e) any credit enhancement mechanism associated with the Transferred
Certificates, and (f) all related matters, that it has requested.

                  8. 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.

                  9.       Check one of the following:

                  ___ The Transferee is a "U.S. Person" and has attached hereto
an Internal Revenue Service ("IRS") Form W-9 (or successor form).

                  ___ The Transferee is not a "U.S. Person" and under applicable
law in effect on the date hereof, no taxes will be required to be withheld by
the Certificate Registrar (or its agent) with respect to distributions to be
made on the Transferred Certificates. The Transferee has attached hereto either
(i) a duly executed IRS Form W-8BEN (or successor form), which identifies the
Transferee as the beneficial owner of the Transferred Certificates and states
that the


<PAGE>


Transferee is not a U.S. Person or (ii) two duly executed copies of IRS
Form W-8ECI (or successor form), which identify the Transferee as the beneficial
owner of the Transferred Certificates and states that interest and original
issue discount on the Transferred Certificates is, or is expected to be,
effectively connected with a U.S. trade or business. The Transferee agrees to
provide to the Certificate Registrar (or its agent) updated IRS Form W-8BEN or
IRS Form W-8ECI, as the case may be, any applicable successor IRS forms, or such
other certifications as the Certificate Registrar (or its agent) may reasonably
request, on or before the date that any such IRS form or certification expires
or becomes obsolete, or promptly after the occurrence of any event requiring a
change in the most recent IRS form of certification furnished by it to the
Certificate Registrar (or its agent).

                  For this purpose, "U.S. Person" means a citizen or resident of
the United States for U.S. federal income tax purposes, 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, any state or the
District of Columbia, including any entity treated as a corporation or
partnership for federal income tax purposes, an estate the income of which is
subject to U.S. federal income taxation regardless of its source, or 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 fiduciaries have
the authority to control all substantial decisions of such trust (or, to the
extent provided in applicable Treasury Regulations, certain trusts in existence
on August 20, 1996 which are eligible to elect to be treated as U.S. Persons).

                  The Depositor, the Trustee and the Paying Agent are entitled
to rely upon this letter and are irrevocably authorized to produce this letter
or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.



                                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 2003 -
                  HQ2(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 Certificate Balance or Notional Amount as of March 27, 2003 (the
"Settlement Date") of $__________. The Certificates were issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of March 1, 2003, among Bear Stearns Commercial Mortgage Securities Inc., as
depositor (the "Depositor"), Wells Fargo Bank, National Association, as master
servicer, Wells Fargo Bank, National Association, as special servicer, LaSalle
Bank National Association, as trustee, ABN AMRO Bank N.V., as fiscal agent and
Wells Fargo Bank Minnesota, National Association, as paying agent (in such
capacity, the "Paying 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 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 satisfactory to the Certificate Registrar 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.

<PAGE>

                  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 each Transferred Certificate
will bear the following legend:

                  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.

                  5. With respect to any Transferred Certificate that is a
Privately Offered Certificate (other than Class X-1, Class X-2, Class E, Class F
and Class G Certificates), the Transferee understands that each Transferred
Certificate will bear the following legend:

                  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"), OR SECTION 4975
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.

                  6. 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


<PAGE>


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 other
similar security.

                  7. The Transferee has been furnished with all information
regarding (a) the Depositor, (b) the Transferred Certificates and distributions
thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created
pursuant thereto, (d) the nature, performance and servicing of the Mortgage
Loans, (e) any credit enhancement mechanism associated with the Transferred
Certificates, and (f) all related matters, that it has requested.

                  8. 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.

                  9.       Check one of the following:

                  ___ The Transferee is a "U.S. Person" and has attached hereto
an Internal Revenue Service ("IRS") Form W-9 (or successor form).

                  ___ The Transferee is not a "U.S. Person" and under applicable
law in effect on the date hereof, no taxes will be required to be withheld by
the Certificate Registrar (or its agent) with respect to distributions to be
made on the Transferred Certificates. The Transferee has attached hereto either
(i) a duly executed IRS Form W-8BEN (or successor form), which identifies the
Transferee as the beneficial owner of the Transferred Certificates and states
that the Transferee is not a U.S. Person or (ii) two duly executed copies of IRS
Form W-8ECI (or successor form), which identify the Transferee as the beneficial
owner of the Transferred Certificates and states that interest and original
issue discount on the Transferred Certificates is, or is expected to be,
effectively connected with a U.S. trade or business. The Transferee agrees to
provide to the Certificate Registrar (or its agent) updated IRS Form W-8BEN or
IRS Form W-8ECI, as the case may be, any applicable successor IRS forms, or such
other certifications as the Certificate Registrar (or its agent) may reasonably
request, on or before the date that any such IRS form or certification expires
or becomes obsolete, or promptly after the occurrence of any event requiring a
change in the most recent IRS form of certification furnished by it to the
Certificate Registrar (or its agent).

                  For this purpose, "U.S. Person" means a citizen or resident of
the United States for U.S. federal income tax purposes, 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, any state or the
District of Columbia, including any entity treated as a corporation or
partnership for federal income tax purposes, an estate the income of which is
subject to U.S. federal income taxation regardless of its source, or 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 fiduciaries have
the authority to control all substantial decisions of such trust (or,


<PAGE>


to the extent provided in applicable Treasury Regulations, certain trusts in
existence on August 20, 1996 which are eligible to elect to be treated as
U.S. Persons).

                  The Depositor, the Trustee and the Paying Agent are entitled
to rely upon this letter and are irrevocably authorized to produce this letter
or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.

                                Very truly yours,



                                -------------------------------
                                (Transferee)

                                By:____________________________
                                Name:__________________________
                                Title:_________________________



<PAGE>

3
                                  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 2003 -
                  HQ2(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 Certificate Balance or Notional Amount as of March 27, 2003 (the
"Settlement Date") of $__________. The Certificates were issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of March 1, 2003, among Morgan Stanley Dean Witter Capital I Inc., as
depositor (the "Depositor"), Wells Fargo Bank, National Association, as master
servicer, Wells Fargo Bank, National Association, as special servicer, LaSalle
Bank National Association, as trustee, ABN AMRO Bank N.V., as fiscal agent and
Wells Fargo Bank Minnesota, National Association, as paying agent (in such
capacity, the "Paying 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 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


<PAGE>


(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 each Transferred Certificate
will bear the following legend:

                  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.

                  5. With respect to any Transferred Certificate that is a
Privately Offered Certificate (other than Class X-1, Class X-2, Class E, Class F
and Class G Certificates), the Transferee understands that each Transferred
Certificate will bear the following legend:

                  NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I 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 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.

                  6. The Transferee has been furnished with all information
regarding (a) the Depositor, (b) the Transferred Certificates and distributions
thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created
pursuant thereto, (d) the nature, performance and servicing of the Mortgage
Loans, (e) any credit enhancement mechanism associated with the Transferred
Certificates, and (f) all related matters, that it has requested.

<PAGE>

                  7.       Check one of the following:

                  ___ The Transferee is a "U.S. Person" and has attached hereto
an Internal Revenue Service ("IRS") Form W-9 (or successor form).

                  ___ The Transferee is not a "U.S. Person" and under applicable
law in effect on the date hereof, no taxes will be required to be withheld by
the Certificate Registrar (or its agent) with respect to distributions to be
made on the Transferred Certificates. The Transferee has attached hereto either
(i) a duly executed IRS Form W-8BEN (or successor form), which identifies the
Transferee as the beneficial owner of the Transferred Certificates and states
that the Transferee is not a U.S. Person or (ii) two duly executed copies of IRS
Form W-8ECI (or successor form), which identify the Transferee as the beneficial
owner of the Transferred Certificates and states that interest and original
issue discount on the Transferred Certificates is, or is expected to be,
effectively connected with a U.S. trade or business. The Transferee agrees to
provide to the Certificate Registrar (or its agent) updated IRS Form W-8BEN or
IRS Form W-8ECI, as the case may be, any applicable successor IRS forms, or such
other certifications as the Certificate Registrar (or its agent) may reasonably
request, on or before the date that any such IRS form or certification expires
or becomes obsolete, or promptly after the occurrence of any event requiring a
change in the most recent IRS form of certification furnished by it to the
Certificate Registrar (or its agent).

                  For this purpose, "U.S. Person" means a citizen or resident of
the United States for U.S. federal income tax purposes, 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, any state or the
District of Columbia, including any entity treated as a corporation or
partnership for federal income tax purposes, an estate the income of which is
subject to U.S. federal income taxation regardless of its source, or 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 fiduciaries have
the authority to control all substantial decisions of such trust (or, to the
extent provided in applicable Treasury Regulations, certain trusts in existence
on August 20, 1996 which are eligible to elect to be treated as U.S. Persons).

                  The Depositor, the Trustee and the Paying Agent are entitled
to rely upon this letter and are irrevocably authorized to produce this letter
or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.

                                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 for the benefit of the Depositor, the
Trustee and the 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 $______________________(2) 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.

--------------------
         (2) Transferee must own and/or invest on a discretionary basis at least
     $100,000,000 in securities unless Transferee is a dealer, and, in that
     case, Transferee must own and/or invest on a discretionary basis at least
     $10,000,000 in securities.


<PAGE>

                  ___      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.



<PAGE>


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
         Yes      No     Certificate only for the Transferee's own account

                  6. If the answer to the foregoing question is "no", then in
each case where the Transferee is purchasing for an account other than its own,
such account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

                  7. The Transferee will notify each of the parties to which
this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Transferee's purchase of the Transferred
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-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
Trustee and the 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") 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).

<PAGE>

                  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
         Yes      No      Certificate only for the Transferee's own account

                  6. If the answer to the foregoing question is "no", then in
each case where the Transferee is purchasing for an account other than its own,
such account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

                  7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's purchase of the Transferred 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 2003 -
HQ2, 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" or a possession of the United
States. (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 (i) is, and as of the date of transfer will
be, a "Qualified Institutional Buyer" and will endeavor to remain a "Qualified
Institutional Buyer" 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 "Qualified Institutional Buyer"
is a qualified institutional buyer qualifying pursuant to Rule 144A under the
Securities Act of 1933, as amended.

                  4. 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




<PAGE>

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.

                  5. 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.)

                  6. 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.

                  7. 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.

                  8.       The Transferee's taxpayer identification number is
_________________.

                  9. 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 (ii)(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 (ii)(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.

                  10. 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.

                  11. 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.

<PAGE>

                  12. The Transferee will not cause income with respect to the
Residual Certificates to be attributable to a foreign permanent establishment or
fixed base, within the meaning of any applicable income tax treaty, of such
proposed Transferee or any other United States Person.

                  13. 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.

                  14. The Transferee is a citizen or resident of the United
States, a corporation, a partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision thereof, or an
estate or trust whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States.

                  15. [Select a or b, as applicable] [a] The Transferee has
computed any consideration paid to it to acquire the Class R Certificate in
accordance with U.S. Treasury Regulations Sections 1.860E-1(c)(7) and
1.860E-1(c)(8) by computing present values using a discount rate equal to the
Federal short-term rate prescribed by Section 1274(d) of the Code for the month
of the transfer and the compounding period used by the Transferee.

                  [b] The transfer of the Class R Certificate complies with
Treasury Regulation Sections 1.860E-1(c)(5) and 1.860E-1(c)(6) and, accordingly,

                  (i) the Transferee is an "eligible corporation," as defined in
Treasury Regulation Section 1.860E-1(c)(6), as to which income from the Class R
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 Transferee's fiscal 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 Treasury Regulation Section 1.860E-1(c)(6)(ii) and excluding any
other asset if a principal purpose for holding or acquiring that asset is to
permit the Transferee to satisfy this Section 15(ii)) in excess of $100 million
and net assets in excess of $10 million;

                  (iii) the Transferee will transfer the Class R Certificate
only to another "eligible corporation," as defined in Treasury Regulation
Section 1.860E-1(c)(6), in a transaction that satisfies the requirements of
Treasury Regulation Section 1.860E-1(c)(i), (ii), and (iii) and this Section 15
and the transfer is not to a foreign permanent establishment (within the meaning
of an applicable income tax treaty) of such eligible corporation or any other
arrangement by which the Class R Certificate will be at any time subject to net
tax by a foreign country or possession of the United States; and

<PAGE>

                  (iv) the Transferee determined the consideration paid to it to
acquire the Class R 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, is a
reasonable amount.

                  16. The Transferee (i) is, and at the time of transfer will
be, a United States Tax Person and (ii) is not, and at the time of the transfer
will not be, a foreign permanent establishment or fixed base, within the meaning
of any applicable income tax treaty, of any United States Tax Person.

                  17. The Transferee has historically paid its debts as they
have come due and will continue to do so in the future.



<PAGE>


                  IN WITNESS WHEREOF, the Transferee has caused this instrument
to be executed on its behalf, pursuant to the authority of its Board of
Directors, by its ____________________ and its corporate seal to be hereunto
attached 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__

Wells Fargo Bank Minnesota, National Association,
  as Certificate Registrar
Wells Fargo Center
6th and Marquette
Minneapolis, MN  55479

Attention:        Corporate Trust Services
                  (CMBS) MAC #N9309-121

         Re:      Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
                  Pass-Through Certificates, Series 2003 -
                  HQ2(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 March 1, 2003 (the "Pooling and
Servicing Agreement"), among Morgan Stanley Dean Witter Capital I Inc., as
Depositor, Wells Fargo Bank, National Association, as Master Servicer and as
Special Servicer, LaSalle Bank National Association, as Trustee, Wells Fargo
Bank Minnesota, National Association, as 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



<PAGE>


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
the Transferee is not a Permitted Transferee, is not a United States Tax Person,
is a foreign permanent establishment or fixed base, within the meaning of any
applicable income tax treaty, of any United States Tax Person, or is a Person
with respect to which income on the Residual Certificate is attributable to a
foreign permanent establishment or fixed base, within the meaning of any
applicable income tax treaty.

                  5. The Transferor does not know and has no reason to know that
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 2003 - HQ2, CLASS (THE "CERTIFICATES")

TO:               Euroclear System
                        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:  __________, 2003

                                  By: ________________________________________
                                  As, or as agent for, the beneficial owner(s)
                                  of the Certificates to which this
                                  certificate relates.



<PAGE>


                                   EXHIBIT G-1

                                    RESERVED





<PAGE>


                                   EXHIBIT G-2

                                    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

         Wells Fargo Bank, National Association, as Master Servicer

         Wells Fargo Bank Minnesota, National Association,
             as Certificate Registrar

         LaSalle Bank National Association,
             as 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 2003 - HQ2, 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 I D. 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


<PAGE>


"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
Certificate(3) 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]

----------------------------
(3) [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 2003 - HQ2, CLASS (THE "CERTIFICATES")


TO:   Wells Fargo Bank Minnesota, National Association, as Certificate Registrar
      Attn:  Corporate Trust Services (CMBS) MAC #N9309-121

      LaSalle Bank National Association, as Trustee
      Attn: Asset Backed Securities Trust Services Group
            Morgan Stanley Dean Witter Capital I Inc.
            Commercial Mortgage Pass-Through Certificates,
            Series 2003 - HQ2


                  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 March 1, 2003 (the "Pooling and Servicing
Agreement") among both of you, Morgan Stanley Dean Witter Capital I Inc., ABN
AMRO Bank N.V. and Wells Fargo Bank, National Association, 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.]

<PAGE>

                  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


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

<TABLE>
<CAPTION>
MORTGAGE
LOAN NO.             PROPERTY NAME(2)
-------------------------------------------------------
<S>                  <C>
   46                Olympic Gateway
   49                Suniland Shopping Center
   50                200 SW Michigan Building
   51                Encino Medical Plaza
   58                Miller Plaza
   71                Picador Plaza
</TABLE>

<PAGE>
                                    EXHIBIT K


                 FORM OF MORTGAGE LOAN PURCHASE AGREEMENT (MSMC)


                              [Under separate tab]















<PAGE>


                                    EXHIBIT L

                            FORM OF INSPECTION REPORT

             [Available at CMSA website version 2.0 dated 11/15/99]




<PAGE>




                                    EXHIBIT M

                    FORM OF MONTHLY CERTIFICATEHOLDER REPORT

                    SUBSTANTIALLY SIMILAR TO THE INFORMATION

                      REPEATED IN THE FORM OF STATEMENT TO

                            CERTIFICATEHOLDERS IN THE

                              PROSPECTUS SUPPLEMENT



<PAGE>




                                    EXHIBIT N

                   FORM OF OPERATING STATEMENT ANALYSIS REPORT

             [Available At CMSA Website version 2.0 dated 11/15/99]




<PAGE>




                                    EXHIBIT O

                                    RESERVED




<PAGE>




                                    EXHIBIT P

                                    RESERVED






<PAGE>




                                    EXHIBIT Q


                                    RESERVED


<PAGE>



                                    EXHIBIT R

                                    RESERVED




<PAGE>





                                   EXHIBIT S-1

                  FORM OF POWER OF ATTORNEY FOR MASTER SERVICER

RECORDING REQUESTED BY:
WELLS FARGO BANK, N.A.

AND WHEN RECORDED MAIL TO:

WELLS FARGO BANK, N.A.
555 Montgomery Street, 17th Floor
San Francisco, CA  94111
Attention: Commercial Mortgage Pass-
   Through Certificates Series 2003 - HQ2

                    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 2003 - HQ2("Trustee"),
under that certain Pooling and Servicing Agreement dated as of March 1, 2003
(the "Pooling and Servicing Agreement"), does hereby nominate, constitute and
appoint WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer under the
Pooling and Servicing Agreement ("Wells Fargo Bank"), as its true and lawful
attorney-in-fact for it and in its name, place, stead and for its use and
benefit:

                  To perform any and all acts which may be necessary or
appropriate to enable Wells Fargo Bank to service and administer the Mortgage
Loans (as defined in the Pooling and Servicing Agreement) in connection with the
performance by Wells Fargo Bank of its duties as Master Servicer under the
Pooling and Servicing Agreement, giving and granting unto Wells Fargo Bank full
power and authority to do and perform any and every act necessary, requisite, or
proper in connection with the foregoing and hereby ratifying, approving or
confirming all that Wells Fargo Bank shall lawfully do or cause to be done by
virtue hereof.

<PAGE>

                  IN WITNESS WHEREOF, the undersigned has caused this limited
power of attorney to be executed as of this ___ day of , 2003.


                                                     LASALLE BANK NATIONAL
                                                     ASSOCIATION, as trustee for
                                                     Morgan Stanley Dean Witter
                                                     Capital I Inc., Commercial
                                                     Mortgage Pass-Through
                                                     Certificates, Series 2003 -
                                                     HQ2


                                                     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>

3
                                   EXHIBIT S-2

                 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER

RECORDING REQUESTED BY:
WELLS FARGO BANK, N.A.

AND WHEN RECORDED MAIL TO:

WELLS FARGO BANK, N.A.
555 Montgomery Street, 17th Floor
San Francisco, CA  94111
Attention: Commercial Mortgage Pass-
   Through Certificates Series 2003 - HQ2


                    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 2003 - HQ2("Trustee"),
under that certain Pooling and Servicing Agreement dated as of March 1, 2003
(the "Pooling and Servicing Agreement"), does hereby nominate, constitute and
appoint WELLS FARGO BANK, NATIONAL ASSOCIATION, as Special Servicer under the
Pooling and Servicing Agreement ("WELLS"), 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 WELLS to service and administer the Mortgage Loans (as
defined in the Pooling and Servicing Agreement) in connection with the
performance by WELLS of its duties as Special Servicer under the Pooling and
Servicing Agreement, giving and granting unto WELLS 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 WELLS
shall lawfully do or cause to be done by virtue hereof.


                                     S-2-1


<PAGE>



                  IN WITNESS WHEREOF, the undersigned has caused this limited
power of attorney to be executed as of this ___ day of __________, 2003.

                                         LASALLE BANK NATIONAL
                                         ASSOCIATION, as trustee for
                                         Morgan Stanley Dean Witter
                                         Capital I Inc., Commercial
                                         Mortgage Pass-Through
                                         Certificates, Series 2003 - HQ2



                                         By: __________________________________
                                         Name:_________________________________
                                         Title: _______________________________



                                     S-2-2


<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)



                                     S-2-3


<PAGE>



                                    EXHIBIT T

                 FORM OF DEBT SERVICE COVERAGE RATIO PROCEDURES

         "Debt Service Coverage Ratios" generally means the ratio of
"Underwritable Cash Flow" estimated to be produced by the related Mortgaged
Property to the annualized amount of debt service payable under that Mortgage
Loan. "Underwritable Cash Flow" in each case is an estimate of stabilized cash
flow available for debt service. In general, it is the estimated stabilized
revenue derived from the use and operation of a Mortgaged Property (consisting
primarily of rental income) less the sum of (a) estimated stabilized operating
expenses (such as utilities, administrative expenses, repairs and maintenance,
management fees and advertising), (b) fixed expenses (such as insurance, real
estate taxes and, if applicable, ground lease payments) and (c) capital
expenditures and reserves for capital expenditures, including tenant improvement
costs and leasing commissions. Underwritable Cash Flow generally does not
reflect interest expenses and non-cash items such as depreciation and
amortization. In determining Underwritable Cash Flow for a Mortgaged Property,
the Master Servicer may rely on rent rolls and other generally unaudited
financial information provided by the respective borrowers and may estimate cash
flow taking into account historical financial statements, material changes in
the operating position of the Mortgaged Property, and estimated capital
expenditures, leasing commissions and tenant improvement reserves. The Master
Servicer may make certain changes to operating statements and operating
information obtained from the respective borrowers.



<PAGE>


                                    EXHIBIT U

       [Form of Assignment and Assumption Submission to Special Servicer]



            ASSIGNMENT AND ASSUMPTION SUBMISSION TO SPECIAL SERVICER


PRESENT MORTGAGOR:

PROPOSED MORTGAGOR:


PRIMARY SERVICER #:

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:                $
         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

<PAGE>

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
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:

<TABLE>
<CAPTION>
<S>                                                   <C>
---------------------------------------------------------------------------------
Purchase price                                        $
---------------------------------------------------------------------------------
Buyer down payment                                    $        (%)
---------------------------------------------------------------------------------
Estimated closing date
---------------------------------------------------------------------------------
1% loan fee split:                                    40% - $
---------------------------------------------------------------------------------
       WFB, Master Serv.                              10% - $
---------------------------------------------------------------------------------
       WFB, Special Serv.                             50% - $
---------------------------------------------------------------------------------
Most recent appraised value according to appraisal
 in Primary Servicer's possession                     $
---------------------------------------------------------------------------------
Loan-to-value as if initial underwriting              %
---------------------------------------------------------------------------------
Occupancy as of                                       %
---------------------------------------------------------------------------------
12/31/__ NOI                                          $
---------------------------------------------------------------------------------
Debt service coverage as of                           x
---------------------------------------------------------------------------------
</TABLE>

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);

<PAGE>

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.

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 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.

RECOMMENDATION:

<PAGE>

1.       STATE RECOMMENDATION FOR APPROVAL.

2.       HIGHLIGHT STRENGTHS AND WEAKNESSES.  HOW ARE WEAKNESSES MITIGATED?
         (BULLET POINTS ARE FINE)



<PAGE>




REQUEST FOR SPECIAL SERVICER CONSENT:

Primary Servicer hereby recommends and requests consent of Special Servicer to
the foregoing Assignment and Assumption.






By: _______________________________________


Title: _____________________________________


Date: _____________________________________



Consent to Assignment & Assumption is given:
WELLS FARGO BANK, N.A., acting solely in its capacity as Special
Servicer

By: _______________________________________


Title: _____________________________________


Date: _____________________________________



<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
Other items as required by the description set forth above




<PAGE>



                                    EXHIBIT V

     [Form of Additional Lien, Monetary Encumbrance and Mezzanine Financing
                  Submission Package to the Special Services]


 ADDITIONAL LIEN, MONETARY ENCUMBRANCE OR MEZZANINE FINANCING SUBMISSION TO
                                SPECIAL SERVICER


MORTGAGOR:

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
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:


<PAGE>




The transaction terms and property characteristics are summarized as follows:

<TABLE>
<CAPTION>
<S>                                                   <C>
---------------------------------------------------------------------------------
Estimated closing date for financing:
---------------------------------------------------------------------------------
Administrative fee to Primary Servicer                $
---------------------------------------------------------------------------------
Additional Fees, if any (50%: Special Servicer;
 10%: Master Servicer; 40% Primary Servicer)          $
---------------------------------------------------------------------------------
Most recent appraised value according to appraisal
 in Primary Servicer's possession                     $
---------------------------------------------------------------------------------
Loan-to-value as of initial underwriting              %
---------------------------------------------------------------------------------
Occupancy as of                                       %
---------------------------------------------------------------------------------
12/31/__ NOI                                          $
---------------------------------------------------------------------------------
Debt service coverage as of                           x
---------------------------------------------------------------------------------
</TABLE>

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 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.



<PAGE>

RECOMMENDATION:

1.       STATE RECOMMENDATION FOR APPROVAL.

2.       HIGHLIGHT STRENGTHS AND WEAKNESSES. HOW ARE WEAKNESSES MITIGATED?
         (BULLET POINTS ARE FINE)


REQUEST FOR SPECIAL SERVICER CONSENT:

Primary Servicer hereby recommends and requests consent of 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:
WELLSA FARGO BANK, N.A., acting solely in its capacity as Special
Servicer

By: _______________________________________


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

             [Available at CMSA Website version 2.0 dated 11/15/99]





<PAGE>






                                    EXHIBIT X

                          UNRESTRICTED SERVICER REPORTS

             [Available at CMSA Website version 2.0 dated 11/15/99]





<PAGE>





                                    EXHIBIT Y

                             [Investor Certificate]

                             INVESTOR CERTIFICATION

                                                     Date:

Wells Fargo Bank Minnesota, N.A.
7485 New Horizon Way
Frederick, Maryland 21703
Tel: 301-815-6600
Fax: 301-815-6125
Attention:        Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
                  Pass-Through Certificates, Series 2003 - HQ2


         In accordance with the Pooling and Servicing Agreement, dated as of
         March 1, 2003 (the "Agreement"), by and among Morgan Stanley Dean
         Witter Capital I Inc., as Depositor, Wells Fargo Bank, National
         Association, as Master Servicer, Wells Fargo Bank, National Association
         as Special Servicer, ABN AMRO Bank N.V., as Fiscal Agent, LaSalle Bank
         National Association, as Trustee, and Wells Fargo Bank Minnesota, N.A.
         as Paying Agent and Certificate Registrar (the "Paying Agent"), 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 Paying Agent'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 Paying Agent'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 Paying Agent, be otherwise disclosed by the undersigned or by its
     officers, directors, partners, employees, agents or representatives
     (collectively, the "Representatives") 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.


<PAGE>

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
     Paying Agent and the Trust Fund for any loss, liability or expense incurred
     thereby with respect to any such breach by the undersigned or any of its
     Representatives.

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



<PAGE>



                                     FORM OF

                            NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN

              FOR LOANS HAVING BALANCE OF (A) $20,000,000 OR LESS,
                OR (B) LESS THAN 5% OF OUTSTANDING POOL BALANCE,
                                WHICHEVER IS LESS


         To:      [Address]
         Attn:

From:    _____________________________________, in its capacity
         as Servicer (the "Servicer") under the Pooling and Servicing Agreement
         dated as of __________________ (the "Pooling and Servicing Agreement"),
         among the Servicer, __________________as Trustee, and others.

Date:    _________, 20___

Re:      _______________________________________.
         Commercial Mortgage Pass-Through Certificates
         Series ___________

         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. [NOTE: ALL TERMS IN THIS
CERTIFICATION MUST BE CONFORMED TO TERMS USED 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



<PAGE>


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

<PAGE>

                     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.

<PAGE>

                     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 COLLECTION 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").





<PAGE>

                     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.

<PAGE>

                     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 $___________ [$5,000,000
                        OR LESS OR LESS THAN ONE PERCENT OF POOL BALANCE,
                        WHICHEVER IS LESS] WHICH IS LESS THAN 1% 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.

<PAGE>


                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 Primary Servicing Agreement
                                  (Wells Fargo)


                         Available from Master Servicer

<PAGE>


                                   SCHEDULE I

                               MSMC LOAN SCHEDULE






<PAGE>

MSDWCI 2003-HQ2
MORTAGE LOAN SCHEDULE

<TABLE>
<CAPTION>

   MORTGAGE   MORTGAGE                                                                                CUT-OFF DATE
   LOAN NO.  LOAN SELLER(1)     PROPERTY NAME(2)                                                        BALANCE(6)   NOTE DATE
----------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                <C>                                                                  <C>             <C>
       1        MSMC            1290 Ave of Americas                                                  $165,000,000   09/09/2002
       2        MSMC            Katy Mills                                                             $93,000,000   12/30/2002
       3        MSMC            Oakbrook Center                                                        $83,602,623   10/01/2002
       4        MSMC            52 Broadway                                                            $58,750,000   08/07/2002
       5        MSMC            Tippecanoe Mall                                                        $57,705,040   12/03/1998
       6        MSMC            ARC Portfolio - Portside at the Beaches  (I)                           $18,688,227   05/02/2002
       7        MSMC            ARC Portfolio - Thornton Estates  (I)                                   $7,093,673   05/02/2002
       8        MSMC            ARC Portfolio - Burntwood  (I)                                          $5,278,945   05/02/2002
       9        MSMC            ARC Portfolio - Creekside  (I)                                          $4,169,139   05/02/2002
      10        MSMC            ARC Portfolio - Cowboy  (I)                                             $2,542,129   05/02/2002
      11        MSMC            ARC Portfolio - Creekside Estates  (I)                                  $1,538,787   05/02/2002
      12        MSMC            ARC Portfolio - Pine Hills  (I)                                         $1,323,371   05/02/2002
      13        MSMC            ARC Portfolio - Hidden Hills  (I)                                       $1,296,968   05/02/2002
      14        MSMC            ARC Portfolio - Shady Lane  (I)                                         $1,212,394   05/02/2002
      15        MSMC            ARC Portfolio - Riverside  (I)                                          $1,205,568   05/02/2002
      16        MSMC            ARC Portfolio - Terrace  (I)                                            $1,118,686   05/02/2002
      17        MSMC            ARC Portfolio - Commerce Heights  (I)                                     $944,950   05/02/2002
      18        MSMC            ARC Portfolio - Zoppes  (I)                                               $572,931   05/02/2002
      19        MSMC            DC Portfolio - 800 F Street  (II)                                      $24,650,000   02/12/2003
      20        MSMC            DC Portfolio - 7th Street  (II)                                        $21,350,000   02/12/2003
      21        MSMC            TruServ Portfolio 1- Fogelsville, PA  (III)                            $12,156,000   01/08/2003
      22        MSMC            TruServ Portfolio 1- Springfield, OR  (III)                            $10,273,092   01/08/2003
      23        MSMC            TruServ Portfolio 1- Kingman, AZ  (III)                                 $5,083,701   01/08/2003
      24        MSMC            TruServ Portfolio 2- Corsicana, TX  (IV)                               $17,450,225   12/26/2002
      25        MSMC            TruServ Portfolio 2- Woodland, CA  (IV)                                 $9,840,402   12/26/2002
      26        MSMC            GPB-A Portfolio - Cambridge  (V)                                       $10,538,332   05/09/2002
      27        MSMC            GPB-A Portfolio - Everett  (V)                                          $3,479,638   05/09/2002
      28        MSMC            GPB-A Portfolio - Worcester  (V)                                        $3,380,220   05/09/2002
      29        MSMC            GPB-A Portfolio - Springfield  (V)                                      $3,081,965   05/09/2002
      30        MSMC            GPB-A Portfolio - Waltham  (V)                                          $2,236,910   05/09/2002
      31        MSMC            GPB-A Portfolio - Fall River  (V)                                       $1,665,255   05/09/2002
      32        MSMC            GPB-A Portfolio - Revere  (V)                                           $1,491,273   05/09/2002
      33        MSMC            GPB-A Portfolio - Dennisport  (V)                                       $1,068,746   05/09/2002
      34        MSMC            Seville Portfolio - Retail  (A)                                        $16,800,000   02/06/2003
      35        MSMC            Seville Portfolio - Office  (A)                                         $7,200,000   02/06/2003
      36        MSMC            Lakeview Plaza                                                         $20,954,682   12/18/2002
      37        MSMC            MBM Portfolio-Rocky Mount, NC (Meadowbrook)  (VI)                       $6,186,773   12/31/2002
      38        MSMC            MBM Portfolio-Rocky Mount, NC (Church St.)  (VI)                        $5,787,626   12/31/2002
      39        MSMC            MBM Portfolio-Lewisville, TX  (VI)                                      $3,083,408   12/31/2002
      40        MSMC            MBM Portfolio-Orlando, FL  (VI)                                         $2,305,072   12/31/2002
      41        MSMC            MBM Portfolio-Macon, GA  (VI)                                             $598,720   12/31/2002
      42        MSMC            Riverdale Center                                                       $17,350,362   11/07/2002
      43        MSMC            408-420 Fulton Street                                                  $17,000,000   03/05/2003
      44        MSMC            Valley View Center                                                     $12,821,720   12/20/2002
      45        MSMC            Townline Commons                                                       $11,155,098   10/30/2002
      46        MSMC            Olympic Gateway                                                         $9,986,779   01/17/2003
      47        MSMC            Fairway Crossing Townhomes                                              $9,211,390   12/12/2002
      48        MSMC            Columbia Office                                                         $9,178,701   03/07/2002
      49        MSMC            Suniland Shopping Center                                                $9,138,023   01/15/2003
      50        MSMC            200 SW  Michigan Building                                               $8,369,405   10/30/2002
      51        MSMC            Encino Medical Plaza                                                    $7,689,631   01/03/2003
      52        MSMC            Sonora Plaza                                                            $7,500,000   03/03/2003
      53        MSMC            Agoura Hills Medical Plaza                                              $7,475,510   11/22/2002
      54        MSMC            MacArthur Park                                                          $7,283,669   12/26/2002
      55        MSMC            Chino Shopping Center                                                   $7,270,247   01/06/2003
      56        MSMC            22 Howard Street                                                        $6,688,548   12/03/2002
      57        MSMC            Melrose Shopping Center                                                 $6,081,674   11/25/2002
      58        MSMC            Miller Plaza                                                            $5,881,830   11/12/2002
      59        MSMC            North Loop Plaza                                                        $5,867,455   12/18/2002
      60        MSMC            Thomson Portfolio - Arcadia Center  (VII)                               $2,080,000   02/07/2003
      61        MSMC            Thomson Portfolio - Atlas Self Storage II  (VII)                        $1,790,000   02/07/2003
      62        MSMC            Thomson Portfolio - Atlas Self Storage I  (VII)                         $1,065,000   02/07/2003
      63        MSMC            Thomson Portfolio - La Casa Blanca  (VII)                                 $765,000   02/07/2003
      64        MSMC            Arlington Green Executive Center                                        $5,678,834   10/16/2002
      65        MSMC            La Mirada at Pinnacle Peak                                              $5,500,000   02/06/2003
      66        MSMC            2310 & 2344 Washington Street                                           $5,100,000   02/21/2003
      67        MSMC            Allentown Warehouse Properties                                          $4,772,445   07/29/2002
      68        MSMC            Star Village Commons                                                    $4,470,173   12/12/2002
      69        MSMC            206 Pegasus Avenue                                                      $4,000,000   02/18/2003
      70        MSMC            Veronica Avenue II Medical Building                                     $3,741,894   12/13/2002
      71        MSMC            Picador Plaza                                                           $3,489,723   12/17/2002
      72        MSMC            Ashwood Apartments                                                      $3,290,105   11/13/2002
      73        MSMC            St. Lucie West Plaza                                                    $3,200,000   03/04/2003
      74        MSMC            May Street Medical Arts Building                                        $3,090,704   11/20/2002
      75        MSMC            Wood Creek Apartments                                                   $3,000,000   02/04/2003
      76        MSMC            Park Plaza Buildings II and III                                         $3,000,000   02/24/2003
      77        MSMC            Oak Hills Village                                                       $2,893,903   12/16/2002
      78        MSMC            Salisbury Professional Center                                           $2,592,850   11/07/2002
      79        MSMC            Chelsica Plaza                                                          $2,450,000   02/26/2003
      80        MSMC            220 Evans Way                                                           $2,187,371   07/29/2002
      81        MSMC            Bryant Office Building                                                  $1,745,638   12/20/2002


<CAPTION>
   MORTGAGE                       ORIGINAL TERM    REMAINING TERM          ORIGINAL          REMAINING            MORTGAGE
   LOAN NO.  MATURITY DATE         TO MATURITY      TO MATURITY          AMORT. TERM(8)     AMORT. TERM               RATE
----------------------------------------------------------------------------------------------------------------------------
<S>          <C>                  <C>              <C>                   <C>                <C>                   <C>
       1       01/07/2013             123                 118                 289               289                6.853%
       2       01/09/2013             120                 118                 300               300                6.693%
       3       10/01/2012             119                 115                 360               356                5.120%
       4       09/01/2012             120                 114                 336               336                6.250%
       5       01/01/2005              72                  22                 282               232                8.028%
       6       05/01/2012             119                 110                 360               351                7.350%
       7       05/01/2012             119                 110                 360               351                7.350%
       8       05/01/2012             119                 110                 360               351                7.350%
       9       05/01/2012             119                 110                 360               351                7.350%
      10       05/01/2012             119                 110                 360               351                7.350%
      11       05/01/2012             119                 110                 360               351                7.350%
      12       05/01/2012             119                 110                 360               351                7.350%
      13       05/01/2012             119                 110                 360               351                7.350%
      14       05/01/2012             119                 110                 360               351                7.350%
      15       05/01/2012             119                 110                 360               351                7.350%
      16       05/01/2012             119                 110                 360               351                7.350%
      17       05/01/2012             119                 110                 360               351                7.350%
      18       05/01/2012             119                 110                 360               351                7.350%
      19       03/01/2013             120                 120                 360               360                6.500%
      20       03/01/2013             120                 120                 360               360                6.500%
      21       02/01/2013             120                 119                 360               359                5.830%
      22       02/01/2013             120                 119                 360               359                5.830%
      23       02/01/2013             120                 119                 360               359                5.830%
      24       01/01/2013             120                 118                 360               358                5.830%
      25       01/01/2013             120                 118                 360               358                5.830%
      26       06/01/2012             120                 111                 360               351                7.770%
      27       06/01/2012             120                 111                 360               351                7.770%
      28       06/01/2012             120                 111                 360               351                7.770%
      29       06/01/2012             120                 111                 360               351                7.770%
      30       06/01/2012             120                 111                 360               351                7.770%
      31       06/01/2012             120                 111                 360               351                7.770%
      32       06/01/2012             120                 111                 360               351                7.770%
      33       06/01/2012             120                 111                 360               351                7.770%
      34       03/01/2013             120                 120                 360               360                5.970%
      35       03/01/2013             120                 120                 360               360                5.970%
      36       01/01/2013             120                 118                 360               358                6.010%
      37       01/01/2013             120                 118                 360               358                6.080%
      38       01/01/2013             120                 118                 360               358                6.080%
      39       01/01/2013             120                 118                 360               358                6.080%
      40       01/01/2013             120                 118                 360               358                6.080%
      41       01/01/2013             120                 118                 360               358                6.080%
      42       12/01/2012             120                 117                 360               357                6.260%
      43       04/01/2013             120                 120                 360               360                5.500%
      44       01/01/2013             120                 118                 360               358                5.890%
      45       11/01/2012             120                 116                 360               356                6.000%
      46       02/01/2013             120                 119                 360               359                6.050%
      47       01/01/2013             120                 118                 300               298                5.910%
      48       04/01/2007              60                  49                 360               349                7.950%
      49       02/01/2013             120                 119                 360               359                6.150%
      50       11/01/2012             120                 116                 360               356                6.500%
      51       02/01/2013             120                 119                 360               359                5.870%
      52       04/01/2013             120                 120                 360               360                5.960%
      53       12/01/2012             120                 117                 360               357                5.550%
      54       01/01/2013             120                 118                 360               358                5.790%
      55       02/01/2013             120                 119                 360               359                5.920%
      56       01/01/2013             120                 118                 360               358                7.450%
      57       12/01/2012             120                 117                 360               357                5.990%
      58       12/01/2012             120                 117                 360               357                5.860%
      59       01/01/2013             120                 118                 360               358                6.080%
      60       03/01/2013             120                 120                 300               300                6.210%
      61       03/01/2013             120                 120                 300               300                6.210%
      62       03/01/2013             120                 120                 300               300                6.210%
      63       03/01/2013             120                 120                 300               300                6.210%
      64       11/01/2012             120                 116                 360               356                6.400%
      65       03/01/2013             120                 120                 360               360                5.970%
      66       03/01/2015             144                 144                 360               360                5.960%
      67       08/01/2012             120                 113                 360               353                6.750%
      68       01/01/2013             120                 118                 360               358                5.910%
      69       03/01/2013             120                 120                 360               360                5.910%
      70       01/01/2013             120                 118                 360               358                6.000%
      71       01/01/2013             120                 118                 300               298                6.300%
      72       12/01/2012             120                 117                 360               357                6.000%
      73       04/01/2013             120                 120                 360               360                5.830%
      74       12/01/2012             120                 117                 360               357                6.000%
      75       03/01/2013             120                 120                 360               360                5.940%
      76       03/01/2013             120                 120                 360               360                5.550%
      77       01/01/2013             120                 118                 360               358                6.170%
      78       12/01/2012             120                 117                 360               357                6.450%
      79       03/01/2013             120                 120                 360               360                5.600%
      80       08/01/2012             120                 113                 360               353                6.750%
      81       01/01/2013             120                 118                 330               328                6.180%



<CAPTION>
                                                                         PREPAYMENT CODE(24)
   MORTGAGE       MONTHLY               MONTHLY                     -------------------------------           YM   ADMINISTRATIVE
   LOAN NO. PAYMENT (P&I)        PAYMENT (IO)(9)  SEASONING (23)       LO     DEF    YM     OPEN      FORMULA(25)   COST RATE(26)
-----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                  <C>              <C>               <C>      <C>     <C>    <C>       <C>          <C>
       1       $1,167,097            $955,333                  5       29       91             3                        3.250
       2         $639,204            $525,912                  2       26       92             2                        3.250
       3         $457,111                 NAP                  4       28       87             4                        3.250
       4         $370,701            $310,239                  6       30       86             4                        3.250
       5         $491,700                 NAP                 50          Footnote                     A,B              3.250
       6         $129,588                 NAP                  9       33       85             1                        3.550
       7          $49,189                 NAP                  9       33       85             1                        3.550
       8          $36,605                 NAP                  9       33       85             1                        3.550
       9          $28,910                 NAP                  9       33       85             1                        3.550
      10          $17,628                 NAP                  9       33       85             1                        3.550
      11          $10,670                 NAP                  9       33       85             1                        3.550
      12           $9,177                 NAP                  9       33       85             1                        3.550
      13           $8,993                 NAP                  9       33       85             1                        3.550
      14           $8,407                 NAP                  9       33       85             1                        3.550
      15           $8,360                 NAP                  9       33       85             1                        3.550
      16           $7,757                 NAP                  9       33       85             1                        3.550
      17           $6,552                 NAP                  9       33       85             1                        3.550
      18           $3,973                 NAP                  9       33       85             1                        3.550
      19         $155,805                 NAP                  0       24       92             4                        3.550
      20         $134,947                 NAP                  0       24       92             4                        3.550
      21          $71,655                 NAP                  1       25       91             4                        3.250
      22          $60,556                 NAP                  1       25       91             4                        3.250
      23          $29,966                 NAP                  1       25       91             4                        3.250
      24         $102,952                 NAP                  2       26       90             4                        3.550
      25          $58,056                 NAP                  2       26       90             4                        3.550
      26          $76,086                 NAP                  9       33       83             4                        3.550
      27          $25,123                 NAP                  9       33       83             4                        3.550
      28          $24,405                 NAP                  9       33       83             4                        3.550
      29          $22,252                 NAP                  9       33       83             4                        3.550
      30          $16,150                 NAP                  9       33       83             4                        3.550
      31          $12,023                 NAP                  9       33       83             4                        3.550
      32          $10,767                 NAP                  9       33       83             4                        3.550
      33           $7,716                 NAP                  9       33       83             4                        3.550
      34         $100,401                 NAP                  0       24       92             4                        3.550
      35          $43,029                 NAP                  0       24       92             4                        3.550
      36         $126,041                 NAP                  2       26       90             4                        3.550
      37          $37,492                 NAP                  2       26       90             4                        3.550
      38          $35,073                 NAP                  2       26       90             4                        3.550
      39          $18,685                 NAP                  2       26       90             4                        3.550
      40          $13,969                 NAP                  2       26       90             4                        3.550
      41           $3,628                 NAP                  2       26       90             4                        3.550
      42         $107,248                 NAP                  3       27       89             4                        3.550
      43          $96,524                 NAP                  0       23       93             4                        3.550
      44          $76,136                 NAP                  2       26       90             4                        3.550
      45          $67,150                 NAP                  4       28       88             4                        3.550
      46          $60,277                 NAP                  1       25       91             4                       13.550
      47          $59,026                 NAP                  2       26       90             4                        3.550
      48          $67,551                 NAP                 11       35       24             1                        3.550
      49          $55,744                 NAP                  1       25       91             4                       13.550
      50          $53,094                 NAP                  4       28       88             4                       13.550
      51          $45,524                 NAP                  1       25       91             4                       11.550
      52          $44,774                 NAP                  0       23       93             4                        3.550
      53          $42,820                 NAP                  3       27       86             7                        3.550
      54          $42,787                 NAP                  2       26       87             7                        3.550
      55          $43,274                 NAP                  1       25       91             4                        3.550
      56          $46,618                 NAP                  2       26       90             4                        3.550
      57          $36,533                 NAP                  3       27       89             4                        3.550
      58          $34,844                 NAP                  3       27       89             4                        8.550
      59          $35,557                 NAP                  2       26       90             4                        3.550
      60          $13,670                 NAP                  0       24       92             4                        3.550
      61          $11,764                 NAP                  0       24       92             4                        3.550
      62           $6,999                 NAP                  0       24       92             4                        3.550
      63           $5,028                 NAP                  0       24       92             4                        3.550
      64          $35,654                 NAP                  4       28       88             4                        3.550
      65          $32,869                 NAP                  0       24       92             4                        3.550
      66          $30,446                 NAP                  0       24                116   4        C               3.550
      67          $31,133                 NAP                  7       31       82             7                        3.550
      68          $26,601                 NAP                  2       26       90             4                        3.550
      69          $23,751                 NAP                  0       24       92             4                        3.550
      70          $22,483                 NAP                  2       26       90             4                        3.550
      71          $23,197                 NAP                  2       26       90             4                       13.550
      72          $19,785                 NAP                  3       27       89             4                        3.550
      73          $18,837                 NAP                  0       23       93             4                        3.550
      74          $18,586                 NAP                  3       27       89             4                        3.550
      75          $17,871                 NAP                  0       24       92             4                        3.550
      76          $17,128                 NAP                  0       24       89             7                        3.550
      77          $17,705                 NAP                  2       26       90             4                        3.550
      78          $16,348                 NAP                  3       27       89             4                        3.550
      79          $14,065                 NAP                  0       24       92             4                        3.550
      80          $14,269                 NAP                  7       31       82             7                        3.550
      81          $11,039                 NAP                  2       26       90             4                        3.550

</TABLE>




<PAGE>



                                   SCHEDULE II

                                    RESERVED





<PAGE>


                                  SCHEDULE III

                                    RESERVED





<PAGE>



                                   SCHEDULE IV

                                    RESERVED





<PAGE>



                                   SCHEDULE V

                                    RESERVED





<PAGE>





                                   SCHEDULE VI

                      LIST OF ESCROW ACCOUNTS NOT CURRENTLY
                                ELIGIBLE ACCOUNTS


                                      None


<PAGE>






                                  SCHEDULE VII

                           CERTAIN ESCROW ACCOUNTS FOR
                       WHICH A REPORT UNDER SECTION 5.1(G)
                                   IS REQUIRED

52 Broadway
TruServ - Fogelsville, PA - $1,350,000
GPB-A - Dennisport - $95,615.52
Fairway Crossing Townhomes - $91,725
MacArthur Park - $102,500
Allentown Warehouse - $83,707.44




<PAGE>




                                  SCHEDULE VIII

                     LIST OF MORTGAGORS THAT ARE THIRD PARTY
                       BENEFICIARIES UNDER SECTION 2.3(A)

Seville-Retail (Mortgage Loan 34)
Seville-Office (Mortgage Loan 35)






<PAGE>

                                   SCHEDULE IX

            RATES USED IN DETERMINATION OF CLASS X PASS-THROUGH RATES
               ("CLASS X-1 STRIP RATE" AND "CLASS X-2 STRIP RATE")

                  4/12/2003                              6.55782%
                  5/12/2003                              6.37854%
                  6/12/2003                              6.55796%
                  7/12/2003                              6.37862%
                  8/12/2003                              6.55809%
                  9/12/2003                              6.55816%
                 10/12/2003                              6.37873%
                 11/12/2003                              6.55829%
                 12/12/2003                              6.37880%
                  1/12/2004                              6.55843%
                  2/12/2004                              6.37888%
                  3/12/2004                              6.37900%
       For any Distribution Date on or
               after 4/12/2004                              0%


<PAGE>

                                   SCHEDULE X

            RATES USED IN DETERMINATION OF CLASS X PASS-THROUGH RATES
               ("CLASS X-1 STRIP RATE" AND "CLASS X-2 STRIP RATE")

                      4/12/2003                              6.55782%
                      5/12/2003                              6.37854%
                      6/12/2003                              6.55796%
                      7/12/2003                              6.37862%
                      8/12/2003                              6.55809%
                      9/12/2003                              6.55816%
                     10/12/2003                              6.37873%
                     11/12/2003                              6.55829%
                     12/12/2003                              6.37880%
                      1/12/2004                              6.55843%
                      2/12/2004                              6.37888%
                      3/12/2004                              6.37900%
                      4/12/2004                              6.55863%
                      5/12/2004                              6.37899%
                      6/12/2004                              6.55877%
                      7/12/2004                              6.37905%
                      8/12/2004                              6.55579%
                      9/12/2004                              6.46921%
                     10/12/2004                              6.27797%
                     11/12/2004                              6.46967%
                     12/12/2004                              6.27840%
                      1/12/2005                              6.27862%
                      2/12/2005                              6.27884%
                      3/12/2005                              6.27940%
           For any Distribution Date on or
                   after 4/12/2005                              0%






<PAGE>

                                   SCHEDULE XI

            RATES USED IN DETERMINATION OF CLASS X PASS-THROUGH RATES
               ("CLASS X-1 STRIP RATE" AND "CLASS X-2 STRIP RATE")

                    4/12/2003                              6.55782%
                    5/12/2003                              6.37854%
                    6/12/2003                              6.55796%
                    7/12/2003                              6.37862%
                    8/12/2003                              6.55809%
                    9/12/2003                              6.55816%
                   10/12/2003                              6.37873%
                   11/12/2003                              6.55829%
                   12/12/2003                              6.37880%
                    1/12/2004                              6.55843%
                    2/12/2004                              6.37888%
                    3/12/2004                              6.37900%
                    4/12/2004                              6.55863%
                    5/12/2004                              6.37899%
                    6/12/2004                              6.55877%
                    7/12/2004                              6.37905%
                    8/12/2004                              6.55579%
                    9/12/2004                              6.46921%
                   10/12/2004                              6.27797%
                   11/12/2004                              6.46967%
                   12/12/2004                              6.27840%
                    1/12/2005                              6.27862%
                    2/12/2005                              6.27884%
                    3/12/2005                              6.27940%
                    4/12/2005                              6.47084%
                    5/12/2005                              6.27950%
                    6/12/2005                              6.47132%
                    7/12/2005                              6.27994%
                    8/12/2005                              6.47180%
                    9/12/2005                              6.47205%
                   10/12/2005                              6.28062%
                   11/12/2005                              6.47254%
                   12/12/2005                              6.28108%
                    1/12/2006                              6.28131%
                    2/12/2006                              6.28154%
                    3/12/2006                              6.28215%
         For any Distribution Date on or
                 after 4/12/2006                              0%


<PAGE>

                                  SCHEDULE XII

            RATES USED IN DETERMINATION OF CLASS X PASS-THROUGH RATES
               ("CLASS X-1 STRIP RATE" AND "CLASS X-2 STRIP RATE")

                  4/12/2003                              6.55782%
                  5/12/2003                              6.37854%
                  6/12/2003                              6.55796%
                  7/12/2003                              6.37862%
                  8/12/2003                              6.55809%
                  9/12/2003                              6.55816%
                 10/12/2003                              6.37873%
                 11/12/2003                              6.55829%
                 12/12/2003                              6.37880%
                  1/12/2004                              6.55843%
                  2/12/2004                              6.37888%
                  3/12/2004                              6.37900%
                  4/12/2004                              6.55863%
                  5/12/2004                              6.37899%
                  6/12/2004                              6.55877%
                  7/12/2004                              6.37905%
                  8/12/2004                              6.55579%
                  9/12/2004                              6.46921%
                 10/12/2004                              6.27797%
                 11/12/2004                              6.46967%
                 12/12/2004                              6.27840%
                  1/12/2005                              6.27862%
                  2/12/2005                              6.27884%
                  3/12/2005                              6.27940%
                  4/12/2005                              6.47084%
                  5/12/2005                              6.27950%
                  6/12/2005                              6.47132%
                  7/12/2005                              6.27994%
                  8/12/2005                              6.47180%
                  9/12/2005                              6.47205%
                 10/12/2005                              6.28062%
                 11/12/2005                              6.47254%
                 12/12/2005                              6.28108%
                  1/12/2006                              6.28131%
                  2/12/2006                              6.28154%
                  3/12/2006                              6.28215%
                  4/12/2006                              6.47379%
                  5/12/2006                              6.28225%
                  6/12/2006                              6.47430%
                  7/12/2006                              6.28272%
                  8/12/2006                              6.47482%
                  9/12/2006                              6.47508%
                 10/12/2006                              6.28345%
                 11/12/2006                              6.47560%
                 12/12/2006                              6.28393%
                  1/12/2007                              6.28418%
                  2/12/2007                              6.28443%
                  3/12/2007                              6.28508%
       For any Distribution Date on or
               after 4/12/2007                              0%


<PAGE>

                                  SCHEDULE XIII

            RATES USED IN DETERMINATION OF CLASS X PASS-THROUGH RATES
               ("CLASS X-1 STRIP RATE" AND "CLASS X-2 STRIP RATE")

                   4/12/2003                              6.55782%
                   5/12/2003                              6.37854%
                   6/12/2003                              6.55796%
                   7/12/2003                              6.37862%
                   8/12/2003                              6.55809%
                   9/12/2003                              6.55816%
                  10/12/2003                              6.37873%
                  11/12/2003                              6.55829%
                  12/12/2003                              6.37880%
                   1/12/2004                              6.55843%
                   2/12/2004                              6.37888%
                   3/12/2004                              6.37900%
                   4/12/2004                              6.55863%
                   5/12/2004                              6.37899%
                   6/12/2004                              6.55877%
                   7/12/2004                              6.37905%
                   8/12/2004                              6.55579%
                   9/12/2004                              6.46921%
                  10/12/2004                              6.27797%
                  11/12/2004                              6.46967%
                  12/12/2004                              6.27840%
                   1/12/2005                              6.27862%
                   2/12/2005                              6.27884%
                   3/12/2005                              6.27940%
                   4/12/2005                              6.47084%
                   5/12/2005                              6.27950%
                   6/12/2005                              6.47132%
                   7/12/2005                              6.27994%
                   8/12/2005                              6.47180%
                   9/12/2005                              6.47205%
                  10/12/2005                              6.28062%
                  11/12/2005                              6.47254%
                  12/12/2005                              6.28108%
                   1/12/2006                              6.28131%
                   2/12/2006                              6.28154%
                   3/12/2006                              6.28215%
                   4/12/2006                              6.47379%
                   5/12/2006                              6.28225%
                   6/12/2006                              6.47430%
                   7/12/2006                              6.28272%
                   8/12/2006                              6.47482%
                   9/12/2006                              6.47508%
                  10/12/2006                              6.28345%
                  11/12/2006                              6.47560%
                  12/12/2006                              6.28393%
                   1/12/2007                              6.28418%
                   2/12/2007                              6.28443%
                   3/12/2007                              6.28508%
                   4/12/2007                              6.47694%
                   5/12/2007                              6.26832%


<PAGE>

                   6/12/2007                              6.46265%
                   7/12/2007                              6.26884%
                   8/12/2007                              6.46321%
                   9/12/2007                              6.46337%
                  10/12/2007                              6.26939%
                  11/12/2007                              6.46366%
                  12/12/2007                              6.26966%
                   1/12/2008                              6.46395%
                   2/12/2008                              6.26993%
                   3/12/2008                              6.27026%
        For any Distribution Date on or
                after 4/12/2008                              0%


<PAGE>

                                  SCHEDULE XIV

            RATES USED IN DETERMINATION OF CLASS X PASS-THROUGH RATES
               ("CLASS X-1 STRIP RATE" AND "CLASS X-2 STRIP RATE")

                   4/12/2003                              6.55782%
                   5/12/2003                              6.37854%
                   6/12/2003                              6.55796%
                   7/12/2003                              6.37862%
                   8/12/2003                              6.55809%
                   9/12/2003                              6.55816%
                  10/12/2003                              6.37873%
                  11/12/2003                              6.55829%
                  12/12/2003                              6.37880%
                   1/12/2004                              6.55843%
                   2/12/2004                              6.37888%
                   3/12/2004                              6.37900%
                   4/12/2004                              6.55863%
                   5/12/2004                              6.37899%
                   6/12/2004                              6.55877%
                   7/12/2004                              6.37905%
                   8/12/2004                              6.55579%
                   9/12/2004                              6.46921%
                  10/12/2004                              6.27797%
                  11/12/2004                              6.46967%
                  12/12/2004                              6.27840%
                   1/12/2005                              6.27862%
                   2/12/2005                              6.27884%
                   3/12/2005                              6.27940%
                   4/12/2005                              6.47084%
                   5/12/2005                              6.27950%
                   6/12/2005                              6.47132%
                   7/12/2005                              6.27994%
                   8/12/2005                              6.47180%
                   9/12/2005                              6.47205%
                  10/12/2005                              6.28062%
                  11/12/2005                              6.47254%
                  12/12/2005                              6.28108%
                   1/12/2006                              6.28131%
                   2/12/2006                              6.28154%
                   3/12/2006                              6.28215%
                   4/12/2006                              6.47379%
                   5/12/2006                              6.28225%
                   6/12/2006                              6.47430%
                   7/12/2006                              6.28272%
                   8/12/2006                              6.47482%
                   9/12/2006                              6.47508%
                  10/12/2006                              6.28345%
                  11/12/2006                              6.47560%
                  12/12/2006                              6.28393%
                   1/12/2007                              6.28418%
                   2/12/2007                              6.28443%
                   3/12/2007                              6.28508%
                   4/12/2007                              6.47694%
                   5/12/2007                              6.26832%


<PAGE>

                   6/12/2007                              6.46265%
                   7/12/2007                              6.26884%
                   8/12/2007                              6.46321%
                   9/12/2007                              6.46337%
                  10/12/2007                              6.26939%
                  11/12/2007                              6.46366%
                  12/12/2007                              6.26966%
                   1/12/2008                              6.46395%
                   2/12/2008                              6.26993%
                   3/12/2008                              6.27026%
                   4/12/2008                              6.46427%
                   5/12/2008                              6.27017%
                   6/12/2008                              6.46446%
                   7/12/2008                              6.27035%
                   8/12/2008                              6.46466%
                   9/12/2008                              6.46477%
                  10/12/2008                              6.27063%
                  11/12/2008                              6.46496%
                  12/12/2008                              6.27080%
                   1/12/2009                              6.27088%
                   2/12/2009                              6.27098%
                   3/12/2009                              6.27184%
        For any Distribution Date on or
                after 4/12/2009                              0%


<PAGE>

                                   SCHEDULE XV

            RATES USED IN DETERMINATION OF CLASS X PASS-THROUGH RATES
               ("CLASS X-1 STRIP RATE" AND "CLASS X-2 STRIP RATE")

                   4/12/2003                              6.55782%
                   5/12/2003                              6.37854%
                   6/12/2003                              6.55796%
                   7/12/2003                              6.37862%
                   8/12/2003                              6.55809%
                   9/12/2003                              6.55816%
                  10/12/2003                              6.37873%
                  11/12/2003                              6.55829%
                  12/12/2003                              6.37880%
                   1/12/2004                              6.55843%
                   2/12/2004                              6.37888%
                   3/12/2004                              6.37900%
                   4/12/2004                              6.55863%
                   5/12/2004                              6.37899%
                   6/12/2004                              6.55877%
                   7/12/2004                              6.37905%
                   8/12/2004                              6.55579%
                   9/12/2004                              6.46921%
                  10/12/2004                              6.27797%
                  11/12/2004                              6.46967%
                  12/12/2004                              6.27840%
                   1/12/2005                              6.27862%
                   2/12/2005                              6.27884%
                   3/12/2005                              6.27940%
                   4/12/2005                              6.47084%
                   5/12/2005                              6.27950%
                   6/12/2005                              6.47132%
                   7/12/2005                              6.27994%
                   8/12/2005                              6.47180%
                   9/12/2005                              6.47205%
                  10/12/2005                              6.28062%
                  11/12/2005                              6.47254%
                  12/12/2005                              6.28108%
                   1/12/2006                              6.28131%
                   2/12/2006                              6.28154%
                   3/12/2006                              6.28215%
                   4/12/2006                              6.47379%
                   5/12/2006                              6.28225%
                   6/12/2006                              6.47430%
                   7/12/2006                              6.28272%
                   8/12/2006                              6.47482%
                   9/12/2006                              6.47508%
                  10/12/2006                              6.28345%
                  11/12/2006                              6.47560%
                  12/12/2006                              6.28393%
                   1/12/2007                              6.28418%
                   2/12/2007                              6.28443%
                   3/12/2007                              6.28508%
                   4/12/2007                              6.47694%
                   5/12/2007                              6.26832%


<PAGE>

                   6/12/2007                              6.46265%
                   7/12/2007                              6.26884%
                   8/12/2007                              6.46321%
                   9/12/2007                              6.46337%
                  10/12/2007                              6.26939%
                  11/12/2007                              6.46366%
                  12/12/2007                              6.26966%
                   1/12/2008                              6.46395%
                   2/12/2008                              6.26993%
                   3/12/2008                              6.27026%
                   4/12/2008                              6.46427%
                   5/12/2008                              6.27017%
                   6/12/2008                              6.46446%
                   7/12/2008                              6.27035%
                   8/12/2008                              6.46466%
                   9/12/2008                              6.46477%
                  10/12/2008                              6.27063%
                  11/12/2008                              6.46496%
                  12/12/2008                              6.27080%
                   1/12/2009                              6.27088%
                   2/12/2009                              6.27098%
                   3/12/2009                              6.27184%
                   4/12/2009                              6.46541%
                   5/12/2009                              6.27121%
                   6/12/2009                              6.46560%
                   7/12/2009                              6.27139%
                   8/12/2009                              6.46580%
                   9/12/2009                              6.46592%
                  10/12/2009                              6.27168%
                  11/12/2009                              6.46611%
                  12/12/2009                              6.27186%
                   1/12/2010                              6.27194%
                   2/12/2010                              6.27204%
                   3/12/2010                              6.27298%
        For any Distribution Date on or
                after 4/12/2010                              0%


<PAGE>

                                  SCHEDULE XVI

               RATES USED IN DETERMINATION OF CLASS X PASS-THROUGH
                  RATES ("CLASS X-1 STRIP RATE" AND "CLASS X-2
                                  STRIP RATE")

                  4/12/2003                              6.55782%
                  5/12/2003                              6.37854%
                  6/12/2003                              6.55796%
                  7/12/2003                              6.37862%
                  8/12/2003                              6.55809%
                  9/12/2003                              6.55816%
                 10/12/2003                              6.37873%
                 11/12/2003                              6.55829%
                 12/12/2003                              6.37880%
                  1/12/2004                              6.55843%
                  2/12/2004                              6.37888%
                  3/12/2004                              6.37900%
                  4/12/2004                              6.55863%
                  5/12/2004                              6.37899%
                  6/12/2004                              6.55877%
                  7/12/2004                              6.37905%
                  8/12/2004                              6.55579%
                  9/12/2004                              6.46921%
                 10/12/2004                              6.27797%
                 11/12/2004                              6.46967%
                 12/12/2004                              6.27840%
                  1/12/2005                              6.27862%
                  2/12/2005                              6.27884%
                  3/12/2005                              6.27940%
                  4/12/2005                              6.47084%
                  5/12/2005                              6.27950%
                  6/12/2005                              6.47132%
                  7/12/2005                              6.27994%
                  8/12/2005                              6.47180%
                  9/12/2005                              6.47205%
                 10/12/2005                              6.28062%
                 11/12/2005                              6.47254%
                 12/12/2005                              6.28108%
                  1/12/2006                              6.28131%
                  2/12/2006                              6.28154%
                  3/12/2006                              6.28215%
                  4/12/2006                              6.47379%
                  5/12/2006                              6.28225%
                  6/12/2006                              6.47430%
                  7/12/2006                              6.28272%
                  8/12/2006                              6.47482%
                  9/12/2006                              6.47508%
                 10/12/2006                              6.28345%
                 11/12/2006                              6.47560%
                 12/12/2006                              6.28393%
                  1/12/2007                              6.28418%
                  2/12/2007                              6.28443%
                  3/12/2007                              6.28508%
                  4/12/2007                              6.47694%
                  5/12/2007                              6.26832%



<PAGE>

                  6/12/2007                              6.46265%
                  7/12/2007                              6.26884%
                  8/12/2007                              6.46321%
                  9/12/2007                              6.46337%
                 10/12/2007                              6.26939%
                 11/12/2007                              6.46366%
                 12/12/2007                              6.26966%
                  1/12/2008                              6.46395%
                  2/12/2008                              6.26993%
                  3/12/2008                              6.27026%
                  4/12/2008                              6.46427%
                  5/12/2008                              6.27017%
                  6/12/2008                              6.46446%
                  7/12/2008                              6.27035%
                  8/12/2008                              6.46466%
                  9/12/2008                              6.46477%
                 10/12/2008                              6.27063%
                 11/12/2008                              6.46496%
                 12/12/2008                              6.27080%
                  1/12/2009                              6.27088%
                  2/12/2009                              6.27098%
                  3/12/2009                              6.27184%
                  4/12/2009                              6.46541%
                  5/12/2009                              6.27121%
                  6/12/2009                              6.46560%
                  7/12/2009                              6.27139%
                  8/12/2009                              6.46580%
                  9/12/2009                              6.46592%
                 10/12/2009                              6.27168%
                 11/12/2009                              6.46611%
                 12/12/2009                              6.27186%
                  1/12/2010                              6.27194%
                  2/12/2010                              6.27204%
                  3/12/2010                              6.27298%
                  4/12/2010                              6.46657%
                  5/12/2010                              6.27228%
                  6/12/2010                              6.46677%
                  7/12/2010                              6.27246%
                  8/12/2010                              6.46698%
                  9/12/2010                              6.46709%
                 10/12/2010                              6.27275%
                 11/12/2010                              6.46730%
                 12/12/2010                              6.27294%
                  1/12/2011                              6.27302%
                  2/12/2011                              6.27313%
                  3/12/2011                              6.27415%
                  4/12/2011                              6.46777%
                  5/12/2011                              6.27337%
                  6/12/2011                              6.46798%
                  7/12/2011                              6.27356%

<PAGE>

                                  SCHEDULE XVII

          MORTGAGE LOANS SECURED BY MORTGAGED PROPERTIES COVERED BY AN
                         ENVIRONMENTAL INSURANCE POLICY

57:  Melrose Shopping Center
78:  Salisbury Professional Center




<PAGE>



                                 SCHEDULE XVIII

          LIST OF MORTGAGE LOANS THAT HAVE SCHEDULED PAYMENTS AFTER THE
                           END OF A COLLECTION PERIOD


                                      None


<PAGE>


                                  SCHEDULE XIX

All of the loans below require special management and reporting.
During the period of status reporting, information on new leases, construction
activity and changes in overall occupancy will be reported on these loans.
Reports will include information regarding escrows, disbursements, changes in
letters of credit or recourse obligations. The Special Servicer will report
operating information and any information available to them that is pertinent to
the performance of the borrower or loan.


52 Broadway
-----------
The Special Servicer will provide information regarding:
         Status of single tenant's build out, including construction escrow
account advances and balances, and any detail regarding construction status the
lease or loan documents require tenant or borrower to provide.
         Status of tenant occupancy.
         Commencement of lease payments or any changes or amendments or disputes
regarding same.
         Status of tenant letter of credit.
         Status of reserve accounts, funds expended , and the adequacy thereof
to the extent the tenant or borrower is required to provide budgets and actual
operating information.


Fulton Street
-------------
Status of Champs tenant work and occupancy.
Status of unleased space including proposed leases including tenant and terms.
Status of Price Mart's tenant work to the extent required in mortgage documents.
Updates on the letter of credit.
Rent roll and operating information.


DC Portfolio
------------
Status of occupancy of tenant FBI, related constuction activity and $3 million
holdback. Status of tenant Spy Museum.
Status of $1.75 million cash escrow and status of borrower requests and property
reviews regarding releases 1.35 DSC test and proposed tenants.


Olympic Gateway
---------------
Status of tenancy of Ross tenant and related holdback including any information
regarding space and move-in.
Update on cash flow sweep triggers.
Rent roll, operating information and other construction activity.


2 Seville
---------
Monitor and report on occupancy status, rent roll, operating results and
implications regarding tests for uncrossing tests - 85% occupancy and 1.35 DSC.



<PAGE>



200 SW Michigan
---------------
Status of acquisition of parking lot space and related $700,000 escrow, borrower
has the right to purchase the space within the next 24 month, if not, the lender
may purchase on behalf of borrower.
Status of bankrupt tenant and releasing efforts.
Rent rolls and operating results as frequently as mortgage documents provide.
Obtain "No Further Action Letter" regarding environmental issues from State.


22 Howard Street
----------------
Status of IRS tax liability of borrower. Borrower has 1 year to resolve tax
dispute with IRS and $400,000 is reserved to cover full amount claimed by IRS.
Information regarding releasing activities and related building improvements.