<PAGE>


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


                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                               as Master Servicer,

                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                              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 December 1, 2001


                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2001-TOP5


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

<PAGE>

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
                                                          ARTICLE I

                                                         DEFINITIONS

<S>                 <C>                                                                                        <C>
Section 1.1         Definitions...................................................................................6
Section 1.2         Calculations Respecting Mortgage Loans.......................................................58
Section 1.3         Calculations Respecting Accrued Interest.....................................................58
Section 1.4         Interpretation...............................................................................58
Section 1.5         ARD Loans....................................................................................59
Section 1.6         Certain Matters with respect to A/B Mortgage Loans...........................................60

                                                          ARTICLE II

                                                     DECLARATION OF TRUST;
                                                   ISSUANCES OF CERTIFICATES

Section 2.1         Conveyance of Mortgage Loans.................................................................61
Section 2.2         Acceptance by Trustee........................................................................64
Section 2.3         Sellers" Repurchase of Mortgage Loans for Material Document Defects and
                    Material Breaches of Representations and Warranties..........................................66
Section 2.4         Representations and Warranties...............................................................72
Section 2.5         Conveyance of Interests......................................................................73

                                                        ARTICLE III

                                                     THE CERTIFICATES

Section 3.1         The Certificates.............................................................................74
Section 3.2         Registration.................................................................................75
Section 3.3         Transfer and Exchange of Certificates........................................................75
Section 3.4         Mutilated, Destroyed, Lost or Stolen Certificates............................................81
Section 3.5         Persons Deemed Owners........................................................................81
Section 3.6         Access to List of Certificateholders' Names and Addresses....................................81
Section 3.7         Book-Entry Certificates......................................................................82
Section 3.8         Notices to Clearing Agency...................................................................85
Section 3.9         Definitive Certificates......................................................................85

                                                        ARTICLE IV

                                                         ADVANCES

Section 4.1         P&I Advances by Master Servicer..............................................................86
Section 4.2         Servicing Advances...........................................................................87


                                                            -i-
<PAGE>

Section 4.3         Advances by the Trustee and the Fiscal Agent.................................................87
Section 4.4         Evidence of Nonrecoverability................................................................88
Section 4.5         Interest on Advances; Calculation of Outstanding Advances with Respect to a
                    Mortgage Loan................................................................................89
Section 4.6         Reimbursement of Advances and Advance Interest...............................................89
Section 4.7         Fiscal Agent Termination Event...............................................................91
Section 4.8         Procedure Upon Termination Event.............................................................91
Section 4.9         Merger or Consolidation of Fiscal Agent......................................................92
Section 4.10        Limitation on Liability of the Fiscal Agent and Others.......................................92
Section 4.11        Indemnification of Fiscal Agent..............................................................92

                                                         ARTICLE V

                                                ADMINISTRATION OF THE TRUST

Section 5.1         Collections..................................................................................93
Section 5.2         Application of Funds in the Certificate Account and Interest Reserve Account.................97
Section 5.3         Distribution Account and Reserve Account....................................................101
Section 5.4         Paying Agent Reports........................................................................102
Section 5.5         Paying Agent Tax Reports....................................................................104

                                                        ARTICLE VI

                                                      DISTRIBUTIONS

Section 6.1         Distributions Generally.....................................................................105
Section 6.2         REMIC I.....................................................................................106
Section 6.3         REMIC II....................................................................................106
Section 6.4         Reserved....................................................................................111
Section 6.5         REMIC III...................................................................................111
Section 6.6         Allocation of Realized Losses, Expense Losses and Shortfalls Due to
                    Nonrecoverability...........................................................................116
Section 6.7         Net Aggregate Prepayment Interest Shortfalls................................................119
Section 6.8         Adjustment of Servicing Fees................................................................119
Section 6.9         Appraisal Reductions........................................................................119
Section 6.10        Compliance with Withholding Requirements....................................................120
Section 6.11        Prepayment Premiums.........................................................................120

                                                       ARTICLE VII

                                CONCERNING THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT

Section 7.1         Duties of the Trustee, the Fiscal Agent, the Paying Agent and the
                    Luxembourg Paying Agent.....................................................................121
Section 7.2         Certain Matters Affecting the Trustee, the Fiscal Agent and the Paying Agent................123



                                                           -ii-
<PAGE>

Section 7.3         The Trustee, the Fiscal Agent and the Paying Agent Not Liable for
                    Certificates or Interests or Mortgage Loans.................................................125
Section 7.4         The Trustee, the Fiscal Agent and the Paying Agent May Own Certificates.....................126
Section 7.5         Eligibility Requirements for the Trustee, the Fiscal Agent and the Paying
                    Agent.......................................................................................126
Section 7.6         Resignation and Removal of the Trustee, the Fiscal Agent or the Paying Agent................127
Section 7.7         Successor Trustee, Fiscal Agent or Paying Agent.............................................129
Section 7.8         Merger or Consolidation of Trustee, Fiscal Agent or Paying Agent............................130
Section 7.9         Appointment of Co-Trustee, Separate Trustee, Agents or Custodian............................130
Section 7.10        Authenticating Agents.......................................................................132
Section 7.11        Indemnification of Trustee, the Fiscal Agent and the Paying Agent...........................133
Section 7.12        Fees and Expenses of Trustee, the Fiscal Agent and the Paying Agent.........................135
Section 7.13        Collection of Moneys........................................................................135
Section 7.14        Trustee To Act; Appointment of Successor....................................................135
Section 7.15        Notification to Holders.....................................................................138
Section 7.16        Representations and Warranties of the Trustee, the Fiscal Agent and the
                    Paying Agent................................................................................138
Section 7.17        Fidelity Bond and Errors and Omissions Insurance Policy Maintained by the
                    Trustee, the Fiscal Agent and the Paying Agent..............................................140
Section 7.18        Appointment of Luxembourg Paying Agent; Notification to Certificateholders..................141

                                                       ARTICLE VIII

                                      ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 8.1         Servicing Standard; Servicing Duties........................................................142
Section 8.2         Fidelity Bond and Errors and Omissions Insurance Policy Maintained by the
                    Master Servicer.............................................................................143
Section 8.3         Master Servicer's General Power and Duties..................................................143
Section 8.4         Primary Servicing and Sub-Servicing.........................................................149
Section 8.5         Servicers May Own Certificates..............................................................151
Section 8.6         Maintenance of Hazard Insurance, Other Insurance, Taxes and Other...........................151
Section 8.7         Enforcement of Due-On-Sale Clauses; Assumption Agreements;
                    Due-On-Encumbrance Clause...................................................................153
Section 8.8         Trustee to Cooperate; Release of Trustee Mortgage Files.....................................157
Section 8.9         Documents, Records and Funds in Possession of Master Servicer to be Held
                    for the Trustee for the Benefit of the Certificateholders...................................158


                                                           -iii-

<PAGE>

Section 8.10        Servicing Compensation......................................................................158
Section 8.11        Master Servicer Reports; Account Statements.................................................160
Section 8.12        Annual Statement as to Compliance...........................................................162
Section 8.13        Annual Independent Public Accountants' Servicing Report.....................................162
Section 8.14        Operating Statement Analysis Reports Regarding the Mortgaged Properties.....................163
Section 8.15        Other Available Information and Certain Rights of the Master Servicer.......................164
Section 8.16        Rule 144A Information.......................................................................166
Section 8.17        Inspections.................................................................................166
Section 8.18        Modifications, Waivers, Amendments, Extensions and Consents.................................167
Section 8.19        Specially Serviced Mortgage Loans...........................................................170
Section 8.20        Representations, Warranties and Covenants of the Master Servicer............................171
Section 8.21        Merger or Consolidation.....................................................................172
Section 8.22        Resignation of Master Servicer..............................................................172
Section 8.23        Assignment or Delegation of Duties by Master Servicer.......................................173
Section 8.24        Limitation on Liability of the Master Servicer and Others...................................173
Section 8.25        Indemnification; Third-Party Claims.........................................................175
Section 8.26        Exchange Act Reporting......................................................................178
Section 8.27        Compliance with REMIC Provisions............................................................178
Section 8.28        Termination.................................................................................178
Section 8.29        Procedure Upon Termination..................................................................181

                                                        ARTICLE IX

                            ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE LOANS
                                                   BY SPECIAL SERVICER

Section 9.1         Duties of Special Servicer..................................................................183
Section 9.2         Fidelity Bond and Errors and Omissions Insurance Policy of Special Servicer.................184
Section 9.3         Sub-Servicers...............................................................................185
Section 9.4         Special Servicer General Powers and Duties..................................................185
Section 9.5         "Due-on-Sale" Clauses; Assignment and Assumption Agreements; Modifications
                    of Specially Serviced Mortgage Loans; Due-On-Encumbrance Clauses............................186
Section 9.6         Release of Mortgage Files...................................................................191
Section 9.7         Documents, Records and Funds in Possession of Special Servicer To Be Held
                    for the Trustee.............................................................................191
Section 9.8         Representations, Warranties and Covenants of the Special Servicer...........................192
Section 9.9         Standard Hazard, Flood and Comprehensive General Liability Insurance
                    Policies....................................................................................194
Section 9.10        Presentment of Claims and Collection of Proceeds............................................195
Section 9.11        Compensation to the Special Servicer........................................................196


                                                           -iv-
<PAGE>

Section 9.12        Realization Upon Defaulted Mortgage Loans...................................................197
Section 9.13        Foreclosure.................................................................................199
Section 9.14        Operation of REO Property...................................................................199
Section 9.15        Sale of REO Property........................................................................202
Section 9.16        Realization on Collateral Security..........................................................204
Section 9.17        Reserved....................................................................................204
Section 9.18        Annual Officer's Certificate as to Compliance...............................................204
Section 9.19        Annual Independent Accountants' Servicing Report............................................204
Section 9.20        Merger or Consolidation.....................................................................205
Section 9.21        Resignation of Special Servicer.............................................................205
Section 9.22        Assignment or Delegation of Duties by Special Servicer......................................206
Section 9.23        Limitation on Liability of the Special Servicer and Others..................................206
Section 9.24        Indemnification; Third-Party Claims.........................................................208
Section 9.25        Reserved....................................................................................210
Section 9.26        Special Servicer May Own Certificates.......................................................210
Section 9.27        Tax Reporting...............................................................................210
Section 9.28        Application of Funds Received...............................................................210
Section 9.29        Compliance with REMIC Provisions............................................................210
Section 9.30        Termination.................................................................................211
Section 9.31        Procedure Upon Termination..................................................................212
Section 9.32        Certain Special Servicer Reports............................................................214
Section 9.33        Special Servicer to Cooperate with the Master Servicer and Paying Agent.....................216
Section 9.34        Reserved....................................................................................217
Section 9.35        Reserved....................................................................................217
Section 9.36        Sale of Defaulted Mortgage Loans............................................................217
Section 9.37        Operating Adviser; Elections................................................................219
Section 9.38        Limitation on Liability of Operating Adviser................................................220
Section 9.39        Duties of Operating Adviser.................................................................221
Section 9.40        Rights of the Holder of a B Note............................................................222

                                                              ARTICLE X

                                                 PURCHASE AND TERMINATION OF THE TRUST

Section 10.1        Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans...................223
Section 10.2        Procedure Upon Termination of Trust.........................................................225
Section 10.3        Additional Trust Termination Requirements...................................................226

                                                              ARTICLE XI

                                                    RIGHTS OF CERTIFICATEHOLDERS

Section 11.1        Limitation on Rights of Holders.............................................................227
Section 11.2        Access to List of Holders...................................................................228
Section 11.3        Acts of Holders of Certificates.............................................................228


                                                                  -v-
<PAGE>

                                                             ARTICLE XII

                                                         REMIC ADMINISTRATION

Section 12.1        REMIC Administration........................................................................229
Section 12.2        Prohibited Transactions and Activities......................................................235
Section 12.3        Modifications of Mortgage Loans.............................................................235
Section 12.4        Liability with Respect to Certain Taxes and Loss of REMIC Status............................235
Section 12.5        Grantor Trust Reporting.....................................................................236

                                                             ARTICLE XIII

                                                       MISCELLANEOUS PROVISIONS

Section 13.1        Binding Nature of Agreement.................................................................236
Section 13.2        Entire Agreement............................................................................236
Section 13.3        Amendment...................................................................................236
Section 13.4        GOVERNING LAW...............................................................................238
Section 13.5        Notices.....................................................................................238
Section 13.6        Severability of Provisions..................................................................239
Section 13.7        Indulgences; No Waivers.....................................................................239
Section 13.8        Headings Not to Affect Interpretation.......................................................239
Section 13.9        Benefits of Agreement.......................................................................240
Section 13.10       Special Notices to the Rating Agencies......................................................240
Section 13.11       Counterparts................................................................................241
Section 13.12       Intention of Parties........................................................................242
Section 13.13       Recordation of Agreement....................................................................243
Section 13.14       Rating Agency Monitoring Fees...............................................................243
Section 13.15       Acknowledgement by Primary Servicers........................................................243



                                                                  -vi-

</TABLE>

<PAGE>

                             EXHIBITS AND SCHEDULES

<TABLE>
<CAPTION>
<S>              <C>
EXHIBIT A-1      Form of Class A-1 Certificate
EXHIBIT A-2      Form of Class A-2 Certificate
EXHIBIT A-3      Form of Class A-3 Certificate
EXHIBIT A-4      Form of Class A-4 Certificate
EXHIBIT A-5      Form of Class B Certificate
EXHIBIT A-6      Form of Class C Certificate
EXHIBIT A-7      Form of Class D Certificate
EXHIBIT A-8      Form of Class E Certificate
EXHIBIT A-9      Form of Class F Certificate
EXHIBIT A-10     Form of Class G Certificate
EXHIBIT A-11     Form of Class H Certificate
EXHIBIT A-12     Form of Class J Certificate
EXHIBIT A-13     Form of Class K Certificate
EXHIBIT A-14     Form of Class L Certificate
EXHIBIT A-15     Form of Class M Certificate
EXHIBIT A-16     Form of Class N Certificate
EXHIBIT A-17     Form of Class R-I Certificate
EXHIBIT A-18     Form of Class R-II Certificate
EXHIBIT A-19     Form of Class R-III Certificate
EXHIBIT A-20     Form of Class X-1 Certificate
EXHIBIT A-21     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      Form of Primary Servicing Agreement
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")
EXHIBIT K-1      Reserved
</TABLE>


                                      -vi-
<PAGE>

<TABLE>
<CAPTION>
<S>               <C>
EXHIBIT K-2      Form of Mortgage Loan Purchase Agreement II (Wells Fargo)
EXHIBIT K-3      Form of Mortgage Loan Purchase Agreement III (Principal)
EXHIBIT K-4      Form of Mortgage Loan Purchase Agreement IV (BSF)
EXHIBIT K-5      Form of Mortgage Loan Purchase Agreement V (MSDWMC)
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 (Section 8.3(h))
EXHIBIT AA       Form of Wells Fargo primary servicing agreement (Section 8.29(b))

SCHEDULE I       Reserved
SCHEDULE II      Wells Fargo Loan Schedule
SCHEDULE III     Principal Loan Schedule
SCHEDULE IV      BSF Loan Schedule
SCHEDULE V       MSDWMC Loan Schedule
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      Rates Used in Determination of Class X Pass-Through Rates ("Class X-1 Strip Rate" and
                 "Class X-2 Strip Rate")
SCHEDULE X       Rates Used in  Determination  of Class X Pass-Through  Rates ("Class X-1 Strip Rate" and
                 "Class X-2 Strip Rate")
SCHEDULE XI      Mortgage Loans Secured by Mortgaged Properties Covered by an Environmental Insurance Policy
SCHEDULE XII     Mortgage Loans that are Earnout Loans
</TABLE>


                                      -vii-

<PAGE>


     THIS POOLING AND SERVICING AGREEMENT is dated as of December 1, 2001 (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"), GMAC COMMERCIAL
MORTGAGE CORPORATION, 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
Principal Commercial Funding, LLC, as seller ("Principal"), Wells Fargo Bank,
National Association, as seller ("Wells Fargo"), Bear, Stearns Funding, Inc., as
seller ("BSF") and Morgan Stanley Dean Witter Mortgage Capital Inc., as seller
("MSDWMC"), 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 and, in the case of the Class N Certificates,
the Class N Grantor Trust. 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 and Class C Certificates will be offered for sale
pursuant to the prospectus (the "Prospectus") dated October 9, 2001, as
supplemented by the preliminary prospectus supplement dated December 11, 2001
(together with the Prospectus, the "Preliminary Prospectus Supplement"), and as
further supplemented by the final prospectus supplement dated December 19, 2001
(together with the Prospectus, the "Final Prospectus Supplement"), and the Class
X-1, Class X-2, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class R-I, Class R-II and Class R-III Certificates
will be offered for sale pursuant to a Private Placement Memorandum dated
December 19, 2001.
<PAGE>

                  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 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               5.02%         $126,668,000           November 15, 2006
Class A-2               5.90%         $105,432,000             March 15, 2008
Class A-3               6.16%         $136,593,000             June 15, 2010
Class A-4               6.39%         $517,000,000           November 15, 2011
Class X-1(c)            0.36%        $1,041,991,908          September 15, 2021
Class X-2(d)            0.85%         $821,189,000           December 15, 2008
Class B                 6.56%          $31,259,000           November 15, 2011
Class C                 6.72%          $28,655,000           November 15, 2011
Class D                 6.82%          $10,420,000           November 15, 2011
Class E                 6.96%          $20,840,000           November 15, 2011
Class F                 7.19%          $13,025,000           November 15, 2011
Class G                 6.00%          $10,420,000           November 15, 2011
Class H                 6.00%          $10,420,000           November 15, 2011
Class J                 6.00%          $7,815,000              July 15, 2012
Class K                 6.00%          $5,210,000             August 15, 2013
Class L                 6.00%          $5,210,000              July 15, 2015
Class M                 6.00%          $2,604,000              June 15, 2016
Class N(e)              6.00%          $10,420,908           September 15, 2021
Class R-III(f)           N/A               N/A                      N/A


(a)  On each Distribution Date after the initial Distribution Date, the
     Pass-Through Rate for each Class of Certificates will be determined as
     described herein under the definition of "Pass-Through Rate." The initial
     Pass-Through Rates shown above for Class E, Class F, 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-1 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 A-1 Certificates;

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

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

          (4)    the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-3 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 rate shown on
          Schedule IX for such Distribution Date occurring on or before April
          2005, or after the Distribution Date in April 2005, the Pass-Through
          Rate of the Class A-3 Certificates;

                                      -3-
<PAGE>

          (5)    the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-4A Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the rate shown on
          Schedule IX for such Distribution Date occurring on or before April
          2005, or after the Distribution Date in April 2005, the Pass-Through
          Rate of the Class A-4A Component;

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

          (7)    the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class B 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 rate shown on
          Schedule X for such Distribution Date occurring on or before December
          2008, or after the Distribution Date in December 2008, the
          Pass-Through Rate of the Class B Certificates;

          (8)    the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class C 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 rate shown on
          Schedule X for such Distribution Date occurring on or before December
          2008, or after the Distribution Date in December 2008, the
          Pass-Through Rate of the Class C Certificates;

          (9)    the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class D 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 rate shown on
          Schedule IX for such Distribution Date occurring on or before April
          2005, or after the Distribution Date in April 2005, the Pass-Through
          Rate of the Class D Certificates;

          (10)   the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class E 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 Pass-Through Rate
          of the Class E Certificates;

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

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

          (13)   the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class H 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 H Certificates;

          (14)   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 Pass-Through Rate
          of the Class J Certificates;

          (15)   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 Pass-Through Rate
          of the Class K Certificates;

          (16)   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;

          (17)   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; and

          (18)   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.

(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-2B 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-2 Certificates;

          (2)    the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-3 Certificate 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-3 Certificates;

          (3)    the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-4A Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule 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-4 Certificates;

                                      -4-
<PAGE>

          (4)    the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-4B Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule 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-4 Certificates;

          (5)    the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class B Certificate 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 B Certificates;

          (6)   the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class C Certificate 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 C Certificates; and

          (7)    the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class D Certificate 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 D Certificates.

     After the Distribution Date in April 2005, payments made in respect of the
     Class A-2B Component, Class A-3 Certificates, Class A-4A Component and
     Class D Certificates shall not be included in the calculation of the amount
     paid in respect of the Class X-2 Certificates.

(e)  Each Class N Certificate represents ownership of one REMIC III Regular
     Interest (entitled to the principal and interest set forth above). In
     addition, each Class N Certificate will be entitled to Excess Interest
     (which will not be a part of any REMIC Pool). The parties intend that (i)
     the portion of the Trust representing the Excess Interest and the Excess
     Interest Sub-account shall be treated as a grantor trust under Subpart E of
     Part 1 of Subchapter J of Chapter 1 of Subtitle A of the Code and (ii) the
     Class N Certificates (other than the portion thereof consisting of REMIC
     III Regular Interests) shall represent undivided beneficial interests in
     the portion of the Trust consisting of the entitlement to receive Excess
     Interest (the "Class N Grantor Trust").

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


                  As of the Cut-Off Date, the Mortgage Loans had an Aggregate
Principal Balance of $1,041,991,908.

                  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 (and, in the case of the Class N Certificate, the Class N REMIC
Interest represented by the Class N Certificate) will be designated as the
"regular interests" in REMIC III



                                      -5-
<PAGE>

and the Class R-III Certificates (together with the REMIC Regular Certificates,
the "REMIC III Certificates") will be designated as the sole Class of "residual
interests" in REMIC III for purposes of the REMIC Provisions.


                                    ARTICLE I

                                   DEFINITIONS

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

                  "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.


                  "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 Mortgage Loan No. 1, which is
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.

                  "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).

                  "ADDITIONAL TRUST EXPENSE" means any of the following items:
(i) Special Servicing Fees, Work-Out Fees and Liquidation Fees (to the extent
not collected from the related Mortgagor), (ii) Advance Interest that cannot be
paid in accordance with Section 4.6(c); (iii)



                                      -6-
<PAGE>

amounts paid to indemnify the Master Servicer, the Special Servicer, the Primary
Servicers, 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 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.
"Additional Trust Expenses" shall not include expenses incurred in connection
with Section 6.12, which are payable in accordance with the last paragraph
thereof.

                  "ADMINISTRATIVE COST RATE" means the sum of the Master
Servicing Fee Rate, the Primary Servicing Fee Rate, the Excess Servicing Fee
Rate and the Trustee Fee Rate.

                  "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.

                  "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 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


                                      -7-
<PAGE>

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,
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 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, other
than an extension of the date that a Balloon Payment is due for a period of less
than six months from the original due date of such Balloon Payment.

                  "APPRAISAL REDUCTION" means, with respect to any Required
Appraisal Loan with respect to which an Appraisal or internal valuation is
performed pursuant to Section 6.9, an amount equal to the excess of (A) the sum,
as of the first Determination Date that is at least 15 days after the date on
which the Appraisal or internal valuation is obtained or performed, of (i) the
Scheduled Principal Balance of such Mortgage Loan (or, in the case of an REO
Property, the related REO Mortgage Loan) less the undrawn principal amount of
any letter of credit or debt service reserve, if applicable, that is then
securing such Mortgage Loan, (ii) to the extent not previously advanced by the
Master Servicer, the Trustee or the Fiscal Agent, all accrued and



                                      -8-
<PAGE>

unpaid interest on such Mortgage Loan at a per annum rate equal to the Mortgage
Rate, (iii) all unreimbursed Advances and interest on Advances at the Advance
Rate with respect to such Mortgage Loan, and (iv) to the extent funds on deposit
in any applicable Escrow Accounts are not sufficient therefor, and to the extent
not previously advanced by the 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 (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. The Appraisal Reduction for each Required Appraisal
Loan will be recalculated based on subsequent Appraisals, internal valuations or
updates. Any Appraisal Reduction for any Mortgage Loan shall be reduced to
reflect any Realized Principal Losses on the Required Appraisal Loan. Each
Appraisal Reduction will be reduced to zero as of the date the related Mortgage
Loan is brought current under the then current terms of the Mortgage Loan for at
least three consecutive months, and no Appraisal Reduction will exist as to any
Mortgage Loan after it has been paid in full, liquidated, repurchased or
otherwise disposed of.

                  "APPRAISED VALUE" means, with respect to any Mortgaged
Property, 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.

                  "ARD LOANS" means the Mortgage Loans designated on the
Mortgage Loan Schedule as Mortgage Loan Nos. 11 (One & Two Greenwood Plaza), 32
(11645 Wilshire Blvd), (34) (South Jordan Marketplace (V) - 35 (Legacy Retail
Center (V)) and 38 (Impath Building).

                  "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.

                                      -9-
<PAGE>

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

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

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

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

                  "AVAILABLE DISTRIBUTION AMOUNT" means, with respect to any
Distribution Date, an amount equal to the aggregate of (a) 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 Primary Servicers in
respect of unpaid Primary 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



                                      -10-
<PAGE>

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, all amounts
received with respect to such A/B Mortgage Loan that are required to be paid to
the holder of the related B Note pursuant to the terms of the related B Note and
the related Intercreditor Agreement (which amounts will be deposited into the
related A/B 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, (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 2002, 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.

                  "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.

                                      -11-
<PAGE>

                  "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."

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

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

                  "BUSINESS DAY" means any day other than (i) a Saturday or a
Sunday, (ii) a legal holiday in New York, New York, Chicago, Illinois, Des
Moines, Iowa (but only with respect to matters related to the performance of
obligations of Principal Capital Management, LLC as Primary Servicer under the
related Primary Servicing Agreement), 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.

                  "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. " 9601, et seq.).

                  "CERTIFICATE ACCOUNT" means one or more separate accounts
established and maintained by the Master Servicer (or any Sub-Servicer or
Primary 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 in the Preliminary Statement
hereto (in the case of an Interest), minus (i) the amount of all principal
distributions previously made with respect to such Certificate pursuant to
Section 6.5(a) or deemed to have been made



                                      -12-
<PAGE>

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-2A Component and
the Class A-2B Component shall equal the Certificate Balance of the REMIC II
Regular Interest A-2A and the REMIC II Regular Interest A-2B, respectively and
the Certificate Balance of the Class A-4A Component and the Class A-4B Component
shall equal the Certificate Balance of the REMIC II Regular Interest A-4A and
the REMIC II Regular Interest A-4B, respectively.

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

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

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

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

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

                  "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 A-3
CERTIFICATES," "CLASS A-4 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 R-I CERTIFICATES," "CLASS R-II CERTIFICATES," or "CLASS
R-III CERTIFICATES," mean the Certificates designated as "Class A-1," "Class
A-2," "Class A-3," "Class A-4," "Class X-1," "Class X-2," "Class B," "Class C,"
"Class D," "Class E," "Class F," "Class G," "Class H," "Class J," "Class K,"
"Class L," "Class M," "Class N," "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, the
Class A-2 Certificates, the Class A-3 Certificates and the Class A-4
Certificates, collectively.

                  "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.

                                      -13-
<PAGE>

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

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

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

                  "CLASS N GRANTOR TRUST" means that portion of the Trust Fund
consisting of the Class N Grantor Trust Interest.

                  "CLASS N GRANTOR TRUST INTEREST" means that portion of the
rights represented by the Class N Certificates that evidences beneficial
ownership of the Excess Interest and the Excess Interest Sub-account, as
described in Section 12.1(b) hereof.

                  "CLASS N REMIC INTEREST" means that portion of the rights
represented by the Class N Certificates that evidences a regular interest in
REMIC III, which rights consist of the rights to the distributions described in
Section 6.5 hereof and all other rights of the Holders of the Class N
Certificates other than those comprising the Class N Grantor Trust Interest.

                  "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-1 Certificates, Class A-2A Component,
Class A-2B Component, Class A-3 Certificates, Class A-4A Component, Class A-4B
Component, 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 and Class N Certificates, weighted on the basis of the
respective Certificate Balances of such Classes of Certificates or such
Components 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-2, Class A-4, Class X and the Residual
Certificates), the Class A-2A Component, the Class A-2B Component, the Class
A-4A Component and the Class A-4B Component, (A) for any Distribution Date
occurring on or before April 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-1 Certificates, Class E Certificates, Class F
Certificates, Class G



                                      -14-
<PAGE>

Certificates, Class H Certificates, Class J Certificates, Class K Certificates,
Class L Certificates, Class M Certificates and Class N Certificates and the
Class A-2A Component, 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-3
Certificates, Class A-4A Component, Class A-4B Component, Class B Certificates,
Class C Certificates and Class D Certificates, the rate per annum corresponding
to such Distribution Date as set forth in ScheduleIX attached hereto; (B) for
any Distribution Date occurring after April 2005 and on or before December 2008,
the excess, if any, of (i)the Weighted Average REMIC I Net Mortgage Rate for
such Distribution Date over (ii)(x)in the case of the Class A-1 Certificates,
Class A-2 Certificates, Class A-3 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 and Class N Certificates and the Class A-4A Component, the
Pass-Through Rate for such Class of Certificates or such Component and (y)in the
case of the Class A-4B Component, Class B Certificates, Class C Certificates,
the rate per annum corresponding to such Distribution Date as set forth on
Schedule X attached hereto; and (C) for any Distribution Date occurring after
December 2008, 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, (x) with respect to any
Distribution Date occurring on or before April 2005 and the related Interest
Accrual Period, interest equal to the product of (i) one-twelfth of a per annum
rate equal to the weighted average of the Class X-2 Strip Rates for the Class
A-2B Component, Class A-3 Certificates, Class A-4A Component, Class A-4B
Component, Class B Certificates, Class C Certificates and Class D Certificates,
weighted on the basis of the respective Certificate Balances of such Classes of
Certificates or such Components and (ii) the Class X-2 Notional Amount for such
Distribution Date and (y) with respect to any Distribution Date occurring after
April 2005 and on or before the Distribution Date in December 2008 and the
related Interest Accrual Period, interest equal to the product of (i)
one-twelfth of a per annum rate equal to the weighted average of the Class X-2
Strip Rates for the Class A-4B Component, Class B Certificates and Class C
Certificates, weighted on the basis of the respective Certificate Balances of
such Classes of Certificates or such Component and (ii) the Class X-2 Notional
Amount for such Distribution Date.

                  "CLASS X-2 NOTIONAL AMOUNT" means, (i) with respect to any
Distribution Date occurring on or before the Distribution Date in April 2005,
the aggregate of the Certificate Balances of the Class A-2B Component, Class A-3
Certificates, Class A-4A Component, Class A-4B Component, Class B Certificates,
Class C Certificates and Class D Certificates as of the close of business on the
preceding Distribution Date, (ii) with respect to any Distribution Date after
the Distribution Date in April 2005 and on or before the Distribution Date in
December 2008, the aggregate of the Certificate Balances of the Class A-4B
Component, Class B Certificates and Class C Certificates as of the close of
business on the preceding Distribution Date and (iii) with respect to any
Distribution Date occurring after the Distribution Date in December 2008, zero.

                  "CLASS X-2 STRIP RATE" means, (A) for any Distribution Date
occurring on or before April 2005, with respect to the Class A-2B Component,
Class A-3 Certificates, Class A-4A Component, Class A-4B Component, Class B
Certificates, Class C Certificates and Class D



                                      -15-
<PAGE>

Certificates, the excess, if any, of (x) the lesser of (i) the rate per annum
corresponding to such Distribution Date as set forth in ScheduleIX 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 (B) for any Distribution Date occurring after April 2005 and on
or before December 2008, with respect to the Class A-4B Component, Class B
Certificates and Class C Certificates, the excess, if any, of (x) the lesser of
(i) the rate per annum corresponding to such Distribution Date as set forth in
ScheduleX attached hereto and (ii) the Weighted Average REMIC I Net Mortgage
Rate for such Distribution Date over (y) the Pass-Through Rate for such Class of
Certificates or Component. For any Distribution Date occurring after December
2008, the Class X-2 Strip Rate for any Certificate or Component will be equal to
zero.

                  "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, socit anonyme.

                  "CLOSING DATE" means December 27, 2001.

                  "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.

                  "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 during
the related Collection Period over (B) Prepayment Interest Excesses resulting
from Principal Prepayments on the Mortgage Loans 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).

                  "COMPONENT" means either of the Class A-2A Component, the
Class A-2B Component, the Class A-4A Component or the Class A-4B Component.

                                      -16-
<PAGE>

                  "CONDEMNATION PROCEEDS" means any awards resulting from the
full or partial condemnation or any eminent domain proceeding or any conveyance
in lieu or in anticipation thereof with respect to a Mortgaged Property by or to
any governmental, quasi-governmental authority or private entity with
condemnation powers other than amounts to be applied to the restoration,
preservation or repair of such Mortgaged Property or released to the related
Mortgagor in accordance with the terms of the Mortgage Loan and (if applicable)
its related B Note.

                  "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 N 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 2001-TOP5 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 2001-TOP5, and
for all other purposes at 11000 Broken Land Parkway, Columbia, Maryland
21044-3562, Attention: Corporate Trust Services (CMBS)" Morgan Stanley Dean
Witter Capital I Inc. Series 2001-TOP5, 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-2 Certificates and
the Class A-4 Certificates, the REMIC II Regular Interest having the same letter
designation, (ii) with respect to the Class A-2 Certificates, the REMIC II
Regular Interest A-2A and the REMIC II Regular Interest A-2B and (iii) with
respect to the Class A-4 Certificates, the REMIC II Regular Interest A-4A and
the REMIC II Regular Interest A-4B.

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

                                      -17-
<PAGE>

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

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

                  "CUT-OFF DATE" means the end of business on December 1, 2001.
The Cut-Off Date for any Mortgage Loan that has a Due Date on a date other than
the first day of each month shall be the end of business on December 1, 2001,
and Scheduled Payments due in December 2001 with respect to Mortgage Loans not
having Due Dates on the first of each month have been deemed received on
December 1, 2001, 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 or B Note as a result of any proceeding under
bankruptcy law or any similar proceeding (other than a Deficient Valuation
Amount); provided, however, that in the case of an amount that is deferred, but
not forgiven, such reduction shall include only the net present value
(calculated at the related Mortgage Rate) of the reduction.

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

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

                  "DEFEASANCE LOAN" means any Mortgage Loan or B Note which
requires or permits the related Mortgagor (or permits the holder of such
Mortgage Loan or B Note 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) hereof.

                  "DEFICIENT VALUATION" means, with respect to any Mortgage Loan
(other than an A Note) and any A/B Mortgage Loan, a valuation by a court of
competent jurisdiction of the Mortgaged Property relating to such Mortgage Loan
or A/B Mortgage Loan in an amount less than the then outstanding indebtedness
under such Mortgage Loan or A/B Mortgage Loan, which valuation results from a
proceeding initiated under the United States Bankruptcy Code, as amended from
time to time, and that reduces the amount the Mortgagor is required to pay under
such Mortgage Loan or A/B Mortgage Loan.

                                      -18-
<PAGE>

                  "DEFICIENT VALUATION AMOUNT" means (i) with respect to each
Mortgage Loan (other than an A Note) and any A/B Mortgage Loan, the amount by
which the total amount due with respect to such Mortgage Loan (excluding
interest not yet accrued), including the Principal Balance of such Mortgage Loan
plus any accrued and unpaid interest thereon and any other amounts recoverable
from the Mortgagor with respect thereto pursuant to the terms thereof, is
reduced in connection with a Deficient Valuation and (ii) with respect to any A
Note, the portion of any Deficient Valuation Amount for the related A/B Mortgage
Loan that is borne by the holder of the A Note under the related 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 10th day of the month in which such Distribution
Date occurs or, if such day is not a Business Day, the immediately preceding
Business Day, and (ii) the 5th Business Day prior to the related Distribution
Date, commencing January 8, 2002.

                  "DIRECTLY OPERATE" means, with respect to any REO Property,
the furnishing or rendering of services to the tenants thereof, the management
of such REO Property, the holding of such REO Property primarily for sale to
customers (other than a sale of an REO Property pursuant to and in accordance
with Section 9.15) or the performance of any construction work thereon, in each
case other than through an Independent Contractor; provided, however, that the
Trustee (or the 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



                                      -19-
<PAGE>

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.

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

                  "DISTRIBUTION DATE" means the 15th day of each month or, if
such day is not a Business Day, the next succeeding Business Day, commencing
January 15, 2002.

                  "DUE DATE" means, with respect to a Mortgage Loan or 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 "P-1" by Moody's and "A-1" by S&P, if the
deposits are to be held in the account for 30 days or less, or (B) long-term
unsecured debt obligations are rated at least "Aa2" by Moody's and "AA-" (or "A"
(without regard to any plus or minus), if the short-term unsecured debt
obligations are rated at



                                      -20-
<PAGE>

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

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

               (i) direct obligations of, and obligations fully guaranteed as to
timely payment of principal and interest by, the United States of America, FNMA,
FHLMC or any agency or instrumentality of the United States of America the
obligations of which are backed by the full faith and credit of the United
States of America; provided that any obligation of FNMA or FHLMC, other than an
unsecured senior debt obligation of FNMA or FHLMC, shall be an Eligible
Investment only if Rating Agency Confirmation is obtained with respect to such
investment;
               (ii) demand or time deposits in, unsecured certificates of
deposit of, money market deposit accounts of, or bankers" acceptances issued by,
any depository institution or trust company (including the Trustee, the Master
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 "A-1+" by S&P and "Prime-1" by Moody's or the long-term
unsecured debt obligations of such depository institution or trust company have
been assigned a rating by each Rating Agency at least equal "AA-" by S&P and
"Aa2" by Moody's or its equivalent or, in each case, if not rated by a Rating
Agency, then such Rating Agency has issued a Rating Agency Confirmation;

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



                                      -21-
<PAGE>

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
"A-1+" by S&P and "Prime-1" by Moody's (or for which Rating Agency Confirmation
is obtained with respect to such ratings);

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

               (vii) guaranteed reinvestment agreements maturing within 365 days
or less issued by any bank, insurance company or other corporation whose
long-term unsecured debt rating is not less than "AA-" by S&P and "Aa2" by
Moody's, or for which Rating Agency Confirmation is obtained with respect to
such ratings;

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

               (ix) such other investments bearing interest or sold at a
discount, earning a return "in the nature of interest" within the meaning of
Treasury Regulation Section 1.860G-2(g)(1)(i) (as evidenced by an Opinion of
Counsel delivered to the Trustee and the Paying Agent by the 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



                                      -22-
<PAGE>

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

                  "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.

                  "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



                                      -23-
<PAGE>

Repayment Date (plus any interest on such interest as may be provided for under
the Mortgage Loan documents) over (ii) interest accrued at the rate of interest
applicable to such Mortgage Loan before such Anticipated Repayment Date. Excess
Interest on the ARD Loan is an asset of the Trust, but shall not be an asset of
any REMIC Pool formed hereunder.

                "EXCESS INTEREST SUB-ACCOUNT" means an administrative
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) 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"). Each holder of excess servicing rights is entitled
to Excess Servicing Fees only with respect to the Mortgage Loans as indicated on
Exhibit J hereto.

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

                "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.

                                      -24-
<PAGE>

                  "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 by the
Master Servicer in consultation with the Special Servicer in respect of any
Defaulted Mortgage Loan (including a Mortgage Loan or B Note 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 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.

                  "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 hereof.

                  "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 Certificate sold to Institutional Accredited Investors who are not Qualified
Institutional Buyers, a Certificate in definitive, fully registered certificated
form without interest coupons.

                  "INDEPENDENT" means, when used with respect to any
Accountants, a Person who is "independent" within the meaning of Rule 2-01(B) of
the 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



                                      -25-
<PAGE>

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 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 initial 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 or
Environmental Insurance Policy relating to the Mortgage Loans or the Mortgaged
Properties in effect as of the initial Closing Date or thereafter during the
term of this Agreement.

                                      -26-
<PAGE>

                  "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 related B Note or the
Servicing Standard.

                  "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.

                  "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.

                  "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.

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

                  "LATE FEES" means a fee payable to the 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 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



                                      -27-
<PAGE>

Specially Serviced Mortgage Loan or REO Property acquired in respect thereof
including, without limitation, reasonable legal fees and expenses, appraisal
fees, committee or referee fees, property manager fees, and, if applicable,
brokerage commissions and conveyance taxes for such Specially Serviced Mortgage
Loan. All Liquidation Expenses relating to enforcement and disposition of the
Specially Serviced Mortgage Loan shall be (i) paid out of income from the
related REO Property, to the extent available or (ii) advanced by the 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; provided, however, that (i) in the case of a
final disposition consisting of the repurchase of a Mortgage Loan or REO
Property by a Seller pursuant to Section 2.3, such fee will only be paid by such
Seller if repurchased after the date that is 180 days after the applicable
Seller receives notice of the breach or defect causing the repurchase and (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.

                  "LIQUIDATION PROCEEDS" means proceeds from the sale or
liquidation of a Mortgage Loan or 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)).

                  "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 to be payable or reimbursable to any holder of a B Note.
REO Income and Liquidation Proceeds shall be applied first against any Expense
Losses (to the extent not included in the definition of Liquidation Expenses)
for such Mortgage Loan, the unpaid interest on the Mortgage Loan, calculated as
described in clause (B) above, and then against the Principal Balance of such
Mortgage Loan, calculated as described in clause (A) above.


                  "LOAN-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



                                      -28-
<PAGE>

Mortgaged Property as shown on the most recent Appraisal or valuation of the
Mortgaged Property which is available as of such date.

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

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

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

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

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

                 "MAI" means Member of the Appraisal Institute.

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

                 "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 (including REO Mortgage Loans and Defeasance
Loans), 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 or B Note for such
month) multiplied by the Scheduled Principal Balance of such Mortgage 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 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.

                  "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).

                                      -29-
<PAGE>

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

                  "MODIFICATION LOSS" means, with respect to each Mortgage Loan,
(i) a decrease in the Principal Balance of such Mortgage Loan as a result of a
modification thereof in accordance with the terms hereof, (ii) any expenses
connected with such modification, to the extent (x) reimbursable to the Trustee,
the 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, the Maturity Date, Mortgage Rate, Principal Balance, amortization term or
payment frequency thereof or any provision thereof requiring the payment of a
prepayment premium, yield maintenance payment or percentage premium in
connection with a principal prepayment (and shall not include late fees or
default interest provisions).

                  "MONTHLY CERTIFICATEHOLDERS REPORT" means a report provided
pursuant to Section 5.4 by the Paying Agent monthly as of the related
Determination Date generally in the form and substance of Exhibit M, which sets
forth, to the extent applicable: (i) the amount, if any, of such distributions
to the holders of each Class of Principal Balance Certificates applied to reduce
the respective Certificate Balances thereof; (ii) the amount of such
distribution to holders of each Class of Certificates allocable to (A) interest
accrued at the respective Pass-Through Rates, less any Net Aggregate Prepayment
Interest Shortfalls and (B) Prepayment Premiums; (iii) the number of outstanding
Mortgage Loans and the aggregate Principal Balance and Scheduled Principal
Balance of the Mortgage Loans at the close of business on such Determination
Date; (iv) the number and aggregate Scheduled Principal Balance of Mortgage
Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90 or
more days, (D) as to which foreclosure proceedings have been commenced, or (E)
as to which bankruptcy proceedings have been commenced; (v) with respect to any
REO Property included in the Trust, the Principal Balance of the related
Mortgage Loan as of the date of acquisition of the REO Property and the
Scheduled Principal Balance thereof; (vi) as of the related Determination Date
(A) as to any REO Property sold during the related Collection Period, the date
of the related determination by the 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

                                      -30-
<PAGE>

respect to each REO Property during the related Collection Period and credited
to the Certificate Account, in each case identifying such REO Property by the
loan number of the related Mortgage Loan; (vii) the Aggregate Certificate
Balance or Notional Amount, as the case may be, of each Class of Certificates
before and after giving effect to the distribution made on such Distribution
Date; (viii) the aggregate amount of Principal Prepayments made during the
related Collection Period; (ix) the Pass-Through Rate applicable to each Class
of Certificates for such Distribution Date; (x) the aggregate amount of the
Master Servicing Fee, the Primary Servicing Fee, the Special Servicing Fee and
the Excess Servicing Fees; (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 (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. In the case of information furnished pursuant to subclauses
(i), (ii) and (xi) above, the amounts shall be expressed in the aggregate and as
a dollar amount per $1,000 of original principal amount of the Certificates for
all Certificates of each applicable Class.

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

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

                  "MORTGAGE FILE" means the mortgage documents listed below:

                  (i) the original Mortgage Note bearing all intervening
endorsements, endorsed in blank or endorsed "Pay to the order of LaSalle Bank
National Association, as Trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001-TOP5, 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 applicable
Seller stating that such original Mortgage has been sent to the appropriate
public recording official for recordation or (B) in the case of an original
Mortgage that has been lost after recordation, a certification by the
appropriate county recording office where such Mortgage is recorded that such
copy is a true and complete copy of the original recorded Mortgage;

                                      -31-
<PAGE>

                  (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 applicable Seller together with (A) in the case of a
delay caused by the public recording office, an Officer's Certificate of the
applicable Seller stating that such original modification, consolidation or
extension agreement has been dispatched or sent to the appropriate public
recording official for recordation or (B) in the case of an original
modification, consolidation or extension agreement that has been lost after
recordation, a certification by the appropriate county recording office where
such document is recorded that such copy is a true and complete copy of the
original recorded modification, consolidation or extension agreement, and the
originals of all assumption agreements, if any;

                  (iv) an original Assignment of Mortgage for each Mortgage
Loan, in form and substance acceptable for recording, signed by the holder of
record in blank or in favor of "LaSalle Bank National Association, as Trustee
for Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-TOP5;"

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

                  (vi) if the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment of Leases has not been returned on or prior to
the 45th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the applicable Seller
to be a true and complete copy of the original Assignment of Leases submitted
for recording, together with (A) an original of each assignment of such
Assignment of Leases with evidence of recording thereon and showing a complete
recorded chain of assignment from the named assignee to the holder of record,
and if any such assignment of such Assignment of Leases has not been returned
from the applicable public recording office, a copy of such assignment certified
by the applicable Seller to be a true and complete copy of the original
assignment submitted for recording, and (B) an original assignment of such
Assignment of



                                      -32-
<PAGE>

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 2001-TOP5," 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 a copy (that is, not the original) of the mortgage note
evidencing the related B Note), if any, related to any Mortgage Loan;

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



                                      -33-
<PAGE>

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 Primary Servicer (or Master
Servicer). The Primary Servicer (or 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; and

                  (xvi)    any affidavit and indemnification agreement.

                  "MORTGAGE LOAN" means a Mortgage Note secured by a Mortgage,
and all amendments and modifications thereof, identified on the Mortgage Loan
Schedule, as amended from time to time, and conveyed, transferred, sold,
assigned to or deposited with the Trustee pursuant to Section 2.1 or Section
2.3, and Mortgage Loan shall also include any Defeasance Loan and with respect
to any A/B Mortgage Loan, shall include the A Note (but shall not include the
related B Note).

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

                  "MORTGAGE LOAN PURCHASE AGREEMENT I" Reserved.

                  "MORTGAGE LOAN PURCHASE AGREEMENT II" means that certain
Mortgage Loan Purchase Agreement between Wells Fargo and the Depositor dated as
of December 19, 2001 with respect to the Wells Fargo Loans, a form of which is
attached hereto as Exhibit K-2.

                  "MORTGAGE LOAN PURCHASE AGREEMENT III" means that certain
Mortgage Loan Purchase Agreement between Principal and the Depositor dated as of
December 19, 2001 with respect to the Principal Loans, a form of which is
attached hereto as Exhibit K-3.

                  "MORTGAGE LOAN PURCHASE AGREEMENT IV" means that certain
Mortgage Loan Purchase Agreement between BSF and the Depositor dated as of
December 19, 2001 with respect to the BSF Loans, a form of which is attached
hereto as Exhibit K-4.

                  "MORTGAGE LOAN PURCHASE AGREEMENT V" means that certain
Mortgage Loan Purchase Agreement between MSDWMC and the Depositor dated as of
December 19, 2001 with respect to the MSDWMC Loans, a form of which is attached
hereto as Exhibit K-5.

                  "MORTGAGE LOAN SCHEDULE" or "LOAN SCHEDULE" means collectively
the schedule attached hereto as Schedule II, which identifies each Wells Fargo
Loan, the schedule



                                      -34-
<PAGE>

attached hereto as Schedule III, which identifies each Principal Loan, the
schedule attached hereto as Schedule IV, which identifies each BSF Loan and the
schedule attached hereto as Schedule V, which identifies each MSDWMC Loan as
such schedules may be amended from time to time pursuant to Section 2.3.

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

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

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

                  "MORTGAGOR" means the obligor on a Mortgage Note.

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

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

                  "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.


                                      -35-
<PAGE>

                  "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 S&P or Moody's.

                  "NONRECOVERABLE ADVANCE" means 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 (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 (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, the holder of the B Note and may, in all cases, be
relied on by the Trustee and the Fiscal Agent.

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

                  "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



                                      -36-
<PAGE>

employee thereof designated as a Servicing Officer or Special Servicing Officer
pursuant to this Agreement, (x) in the case of the Trustee or the Fiscal Agent,
a certificate signed by a Responsible Officer, (y) in the case of a Seller, a
certificate signed by one or more of the Chairman of the Board, any Vice
Chairman, the President, or any Senior Vice President, 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.

                  "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 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 (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 to such REO Property during the related Collection Period, over
remittances of REO Income 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 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 Primary Servicing Fees; and provided, further, that
the Scheduled Payment or Assumed Scheduled Payment for any Mortgage



                                      -37-
<PAGE>

Loan which has been modified shall be calculated based on its terms as modified
and provided, further, that the amount of any P&I Advance with respect to a
Mortgage Loan as to which there has been an Appraisal Reduction will be an
amount equal to the product of (i) the amount 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 as of the
immediately preceding Determination Date less any Appraisal Reduction applicable
to such Mortgage Loan and the denominator of which is the Principal Balance of
such Mortgage Loan as of such Determination Date. All P&I Advances for any
Mortgage Loans 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, the amount of the P&I Advance for each Mortgage Loan computed
for any Distribution Date.

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

                  "PASS-THROUGH RATE" or "Pass-Through Rates" means with respect
to any Class of REMIC I Regular Interests, REMIC II Regular Interests or REMIC
Regular Certificates, other than the X Certificates, for the first Distribution
Date, the rate set forth in the Preliminary Statement hereto. For any
Distribution Date occurring thereafter, 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 A-3, Class A-4, Class B, Class C and
Class D, the fixed rate corresponding to such Class set forth in the Preliminary
Statement hereto, (iv) the Class E Certificates shall equal the Weighted Average
REMIC I Net Mortgage Rate for such Distribution Date less 0.23%, (v) the Class F
Certificates shall equal the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date, (vi) the Class G, Class H, Class J, Class K, Class L, Class M
and Class N 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,
(vi) 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 (vii) 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-2A Component and the Class A-2B Component
shall equal the Pass-Through Rate of the Class A-2 Certificates. The
Pass-Through Rate for the Class A-4A Component and the Class A-4B Component
shall equal the Pass-Through Rate of the Class A-4 Certificates.

                  "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.

                                      -38-
<PAGE>

                  "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.

                  "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 Morgan Stanley & Co. Incorporated,
Bear, Stearns & Co. Inc., Goldman, Sachs & Co. and Wells Fargo Brokerage
Services, LLC 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. " 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 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 Primary Servicing
Fees, the Excess Servicing Fees, the Special Servicing Fee and the Trustee Fee),
to the extent collected.

                                      -39-
<PAGE>

                  "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 Primary Servicing Fees,
the Excess Servicing Fees, the Special Servicing Fee 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 for any Distribution Date, the prepayment premiums, yield maintenance
payments or percentage premiums, if any, received during the related Collection
Period in connection with Principal Prepayments on such Mortgage Loan or B Note.

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


                  "PRIMARY SERVICERS" means Principal Capital Management, LLC
and its respective permitted successors and assigns.

                  "PRIMARY SERVICING AGREEMENT" means, with respect to each
Primary Servicer, the agreement between such Primary Servicer and the Master
Servicer, dated as of December 1, 2001, a form of which is attached hereto as
Exhibit G, under which such Primary Servicer services the Mortgage Loans set
forth on the schedule attached thereto.

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

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

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

                  "PRINCIPAL BALANCe" means, with respect to any Mortgage Loan,
B Note or REO Mortgage Loan, for purposes of performing calculations with
respect to any Distribution Date,



                                      -40-
<PAGE>

the principal balance of such Mortgage 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 prior to the Cut-Off Date (assuming, for any
Mortgage Loan or B Note with a Due Date in December, 2001 that is not December
1, 2001, that principal and interest payments for such month were paid on
December 1, 2001), reduced (to not less than zero) by (i) any payments or other
collections of amounts allocable to principal on such Mortgage 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.

                  "PRINCIPAL BALANCE CERTIFICATES" means, collectively, the
Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J, Class K, Class L, ClassM and Class N
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 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 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 LOANS" means, collectively those Mortgage Loans
sold to the Depositor pursuant to Mortgage Loan Purchase Agreement III and shown
on Schedule III hereto.

                  "PRINCIPAL PREPAYMENT" means any voluntary or involuntary
payment or collection of principal on a Mortgage Loan or B Note which is
received or recovered in advance of its scheduled Due Date and applied to reduce
the Principal Balance of the Mortgage Loan or 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 December 19, 2001, pursuant to which the Class X-1, Class X-2,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M
and Class N Certificates will be offered for sale.

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

                                      -41-
<PAGE>

                  "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 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) related
to such Mortgage Loan and/or (if applicable) its related B Note and all Special
Servicing Fees and Liquidation Fees paid with respect to the Mortgage Loan
and/or (if applicable) its related B Note) that are reimbursable or payable to
the Master Servicer, the Special Servicer, the Paying Agent, the Trustee or the
Fiscal Agent, plus (D) if such Mortgage Loan or REO Mortgage Loan is being
repurchased or substituted for by a Seller pursuant to the related Mortgage Loan
Purchase Agreement, all expenses reasonably incurred or to be incurred by the
Primary Servicer, the 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 a 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, an insurance company duly qualified as such under the laws of
the state in which the related Mortgaged Property is located, duly authorized
and licensed in such state to transact the applicable insurance business and to
write the insurance, but in no event rated lower than "A" by S&P, or if not so
rated by S&P, then S&P has issued a Rating Agency Confirmation, and "A2" by
Moody's if rated by Moody's or if not rated by Moody's, then Moody's has issued
a Rating Agency Confirmation, and (ii) with respect to the Servicer Errors and
Omissions Insurance Policy or Servicer Fidelity Bond an insurance company that
has a claim paying ability no lower



                                      -42-
<PAGE>

than "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 "A2" by Moody's if rated by Moody's or if not
rated by Moody's, then Moody's has issued a Rating Agency Confirmation, or (iii)
in either case, a company not satisfying clause (i) or (ii) but with respect to
which Rating Agency Confirmation is obtained. "Qualified Insurer" shall also
mean any entity that satisfies all of the criteria, other than the ratings
criteria, set forth in one of the foregoing clauses and whose obligations under
the related insurance policy are guaranteed or backed by an entity that
satisfies the ratings criteria set forth in such clause (construed as if such
entity were an insurance company referred to therein).

                  "QUALIFYING SUBSTITUTE MORTGAGE LOAN" means, in the case of a
Mortgage Loan substituted for a Deleted Mortgage Loan, a Mortgage Loan which, on
the date of substitution, (i) has an outstanding principal balance, after
deduction of the principal portion of the Scheduled Payment due in the month of
substitution, not in excess of the Principal Balance of the Deleted Mortgage
Loan; provided, however, that, to the extent that the principal balance of such
Mortgage Loan is less than the Principal Balance of the Deleted Mortgage Loan,
then such differential in principal amount, together with interest thereon at
the Mortgage Rate on the related Mortgage Loan from the date as to which
interest was last paid through the last day of the month in which such
substitution occurs, shall be paid by the party effecting such substitution to
the 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 related Seller's expense, that such Mortgage Loan
is a "qualified replacement mortgage" within the meaning of Section 860G(a)(4)
of the Code; provided that no Mortgage Loan may have a Maturity Date after the
date three years prior to the 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




                                      -43-
<PAGE>


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.

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


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

                  "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.

                                      -44-
<PAGE>

                  "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.

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

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

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

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

                  "REHABILITATED MORTGAGE LOAN" means any Specially Serviced
Mortgage Loan with respect to which (i) three consecutive Scheduled Payments
have been made (in the case of any such Mortgage Loan or 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.

                  "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 therein) and any REO Properties (other than the interests
of the holder



                                      -45-
<PAGE>

of any B Note therein), for which a REMIC election has been made
pursuant to Section 12.1(a) hereof. Excess Interest on the Mortgage Loans and
the Excess Interest Sub-account shall constitute assets of the Trust but shall
not be a part of any REMIC Pool formed hereunder. No B Note or any amounts
payable thereon shall 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-1" 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 A-1 Certificates, and which has a Pass-Through Rate equal
to the Weighted Average REMIC I Net Mortgage Rate.

                                      -46-
<PAGE>

                  "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 $8,170,000, 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 $97,262,000, and
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.

                  "REMIC II REGULAR INTEREST A-3" 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 A-3 Certificates, and which has a Pass-Through Rate equal
to the Weighted Average REMIC I Net Mortgage Rate.

                  "REMIC II REGULAR INTEREST A-4A" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance equal to $72,000,000, and
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.

                  "REMIC II REGULAR INTERESt A-4B" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance equal to $445,000,000, 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.

                  "REMIC II REGULAR INTEREST C" 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 C Certificates, 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" 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 E Certificates, and which has a Pass-Through Rate equal to
the Weighted Average REMIC I Net Mortgage Rate.

                  "REMIC II REGULAR INTEREST F" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having a Certificate Balance



                                      -47-
<PAGE>

equal to the Aggregate Certificate Balance of the Class F Certificates, and
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.

                  "REMIC II REGULAR INTEREST G" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having a Certificate Balance 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" 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 H Certificates, 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 INTERESTS" means, collectively, the REMIC II
Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest
A-2B, REMIC II Regular Interest A-3, REMIC II Regular Interest A-4A, REMIC II
Regular Interest A-4B, REMIC II Regular Interest B, REMIC II Regular Interest C,
REMIC II Regular Interest D, REMIC II Regular Interest E, REMIC II Regular
Interest F, REMIC II Regular Interest G, REMIC II Regular Interest H, REMIC II
Regular Interest J, REMIC II Regular Interest K, REMIC II Regular Interest L,
REMIC II Regular Interest M and REMIC II Regular Interest N.

                  "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.

                                      -48-
<PAGE>

                  "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 A-3 Certificates, Class A-4
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
and Class N Certificates. References to REMIC III Regular Certificates will,
with respect to the Class N Certificates, be considered to refer to the Class N
REMIC Interest that is a "regular interest" in REMIC III, where appropriate.

                  "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 and Class N 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.

                  "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, the portion
of the amounts described above received with respect to such REO Property and
allocable to the related A Note pursuant to the related Intercreditor Agreement.

                                      -49-
<PAGE>

                  "REO MORTGAGE LOAN" means a Mortgage Loan or B Note 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 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)
hereof.

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

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

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

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

                  "RESPONSIBLE OFFICER" means, when used with respect to the
initial Trustee or the Fiscal Agent, any officer assigned to the Asset-Backed
Securities Trust Services Group, or with respect to the Paying Agent, any
officer assigned to the 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, 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 N,
ClassM, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D,
ClassC, Class B and finally to the Class X and Class A Certificates, on a pro
rata basis, as described herein.

                                      -50-
<PAGE>

                  "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.

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

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

                  "SELLER" means Principal, Wells Fargo, BSF or MSDWMC as the
case may be.

                  "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 applicable Seller pursuant to the applicable Mortgage Loan documents, copies
of the following items: the Mortgage Note, any Mortgage, the Assignment of
Leases and the Assignment of Mortgage, any guaranty/indemnity agreement, any


                                      -51-
<PAGE>

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.

                  "SERVICING OFFICER" means, any officer or employee of the
Master Servicer involved in, or responsible for, the administration and
servicing of the Mortgage Loans 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) 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) (as determined by the Master
Servicer or the Special Servicer, as the case may be, in its good faith and
reasonable judgment), in accordance with applicable law, the terms of this
Agreement and the terms of the respective Mortgage Loans and any B Note (and, in
the case of any A Note and B Note, the related Intercreditor Agreement) 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 or,
if a Mortgage Loan or any B Note 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, the maximization of recovery on such A/B Mortgage Loan to the
Certificateholders and the holder of the related B Note, 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 weighted average of the mortgage rates on
the related A Note and B Note, in the case of any A/B Mortgage 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 by the Master Servicer
or



                                      -52-
<PAGE>

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 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 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 as to which
the 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 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 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 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 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 (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



                                      -53-
<PAGE>

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 the A/B Mortgage Loan,
"Cure Period" means the ten days after the expiration of the applicable
borrower's grace period.

                  "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 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 GMAC Commercial Mortgage Corporation,
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 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 or B Note that is a Specially Serviced
Mortgage Loan (including REO Mortgage Loans), the fraction or portion of the
Special Servicing Fee Rate applicable to such month (determined using the same
interest accrual methodology that is applied with respect to the Mortgage Rate
for such Mortgage Loan or B Note for such month) multiplied by the Scheduled
Principal Balance of such Specially Serviced Mortgage Loan immediately before
the Due Date occurring in such month.

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

                  "SPECIAL SERVICING OFFICER" means any officer or employee of
the Special Servicer involved in, or responsible for, the administration and
servicing of the Specially



                                      -54-
<PAGE>

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.

                  "SPECIALLY SERVICED MORTGAGE LOAN" means, as of any date of
determination, any Mortgage Loan or B Note 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 or B Note as reasonably requested by the Special
Servicer to enable it to assume its duties with respect to such Mortgage 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) 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),
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 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 and Class N Certificates.

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

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

                  "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.

                                      -55-
<PAGE>

                  "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 B Note, any interest of the holders of a
B Note or any A/B 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 any additional documents required
to be added to the Mortgage File pursuant to this Agreement; provided that
whenever the term "Trustee Mortgage File" is used to refer to documents actually
received by the Trustee or a Custodian on its behalf, such terms shall not be
deemed to include such documents required to be included therein unless they are
actually so received.

                   "UNDERWRITER" means each of Morgan Stanley & Co.
Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs & Co. and Wells Fargo
Brokerage Services, LLC or its successors in interest.

                  "UNITED STATES PERSON" means (i) any natural person resident
in the United States, (ii) any partnership or corporation organized or
incorporated under the laws of the United States or any state thereof or the
District of Columbia, (iii) any estate of which an executor or administrator is
a United States Person (other than an estate governed by foreign law and of
which at least one executor or administrator is a non-United States Person who
has sole or shared investment discretion with respect to its assets), (iv) any
trust of which any trustee is a United States Person (other than a trust of
which at least one trustee is a non-United States Person and



                                      -56-
<PAGE>

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

                  "UNITED STATES TAX PERSON" means any of (i) a citizen or
resident of the United States, (ii) corporation or partnership 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.

                                      -57-
<PAGE>

                  "WELLS FARGO" has the meaning assigned in the Preliminary
Statement hereto.

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

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

                  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 shall be made based upon current
information as to the terms of the Mortgage Loans and B Note and reports of
payments received from the Master Servicer on such Mortgage Loans 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 or B Note documents (or the related Intercreditor Agreement), any
amounts (other than escrow and reserve deposits and reimbursements of lender
advances and expenses) received in respect of a Mortgage 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 or B Note at the Mortgage Rate
thereof, next to current interest due with respect to such Mortgage Loan or B
Note at the Mortgage Rate thereof, next to the reduction of the Principal
Balance of such Mortgage 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 or B Note has not yet been
accelerated, next to any default interest and other amounts due on such Mortgage
Loan or B Note and finally to Late Fees due with respect to such 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

                                      -58-
<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



                                      -59-
<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) For the avoidance of doubt, 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), shall
terminate upon the earliest to occur of the following with respect to such A/B
Mortgage Loan: (i) any repurchase of or substitution for the related A Note 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 pursuant to the terms
of the related Intercreditor Agreement and (iii) any payment in full of any and
all amounts due (or deemed due) under the related A Note (or its successor REO
Mortgage Loan) (including amounts to which the holder of such A Note is entitled
under the related 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 prior to the date on which such event occurs.

          (b) In connection with any purchase described in clause (ii) of
subsection (a) or an event described in clause (iii) of subsection (a), 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 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, 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
A/B Mortgage Loan possessed by it, and each document that constitutes a part of
the Mortgage File shall be endorsed or assigned to the extent necessary or
appropriate to such purchaser or holder (or the designee of such purchaser or
holder) in the same manner, and pursuant to appropriate forms of assignment,
substantially similar to the manner and forms pursuant to which documents were
previously assigned to the Trustee by the related Seller, but in any event,
without recourse, representation or warranty; provided that such tender by the
Trustee shall be conditioned upon its receipt from the 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. If an A Note and a 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


                                      -60-
<PAGE>

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.


                                   ARTICLE II

                              DECLARATION OF TRUST;
                            ISSUANCES OF CERTIFICATES

           SECTION 2.1 CONVEYANCE OF MORTGAGE LOANS.

          (a) Effective as of the Closing Date, the Depositor does hereby assign
in trust to the Trustee, without recourse, for the benefit of the
Certificateholders all the right, title and interest of the Depositor, in, to
and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii)
the Depositor's rights under each Mortgage Loan Purchase Agreement that are
permitted to be assigned to the Trustee pursuant to Section 14 thereof, (iii)
the Initial Deposit, (iv) the Depositor's rights under the Intercreditor
Agreement 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.

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

          (c) The applicable Seller shall, at its expense as to each Mortgage
Loan, 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 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 applicable Seller shall obtain therefrom a certified copy of the recorded
original. The applicable Seller shall forward copies thereof to the Trustee and
the Special



                                      -61-
<PAGE>

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 applicable 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 applicable Seller shall upon receipt thereof
cause the same to be duly recorded or filed, as appropriate.

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

          (d) All relevant servicing or loan documents and records in the
possession of the Depositor or the Sellers that relate to the Mortgage Loans 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 or the
Primary 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 or Primary Servicer on
behalf of the Trustee in trust for the benefit of the Certificateholders. The
Depositor shall deliver or cause the related Seller to deliver to the Special
Servicer a copy of each Mortgage File to the extent that (i) such copy has not
previously been delivered to the Special Servicer and (ii) the Special Servicer
requests (in writing) such copy within 180 days following the Closing Date. The
Depositor shall deliver or cause the related Seller to deliver such copy within
a reasonable period following such request by the Special Servicer. To the
extent delivered to the Master Servicer or related Primary Servicer by the
related Seller, the Servicer Mortgage File, will include, to the extent required
to be (and actually) delivered to the applicable Seller pursuant to the
applicable Mortgage Loan documents, copies of the following items: the Mortgage
Note, any Mortgage, the Assignment of Leases and the Assignment of Mortgage, any
guaranty/indemnity agreement, any loan agreement, the insurance policies or
certificates (as applicable), the property inspection reports, any financial
statements on the property, any escrow



                                      -62-
<PAGE>

analysis, the tax bills, the Appraisal, the environmental report, the
engineering report, the asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreement and any Environmental Insurance Policies. Delivery of any of the
foregoing documents to the applicable Primary Servicer (or sub-servicer) shall
be deemed delivery to the Master Servicer and satisfy the Depositor's
obligations under this Section 2.1(d). None of the Master Servicer, the Special
Servicer or any Primary Servicer shall have any liability for the absence of any
of the foregoing items from the Servicing Mortgage File if such item was not
delivered by the related Seller.

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

          (f) In connection herewith, the Depositor has acquired the Principal
Loans from Principal, the Wells Fargo Loans from Wells Fargo, the BSF Loans from
BSF and the MSDWMC Loans from MSDWMC. The Depositor will deliver the original
Mortgage Notes (or lost note affidavits with copies of the related Mortgage
Notes, as described in the definition of Mortgage File) relating to the
Principal Loans to the Trustee, endorsed as otherwise provided herein, to effect
the transfer to the Trustee of such Mortgage Notes and all related deeds of
trust, mortgages and other loan documents. The Depositor will deliver the
original Mortgage Notes (or lost note affidavits with copies of the related
Mortgage Notes, as described in the definition of Mortgage File) relating to the
Wells Fargo Loans to the Trustee, endorsed as otherwise provided herein, to
effect the transfer to the Trustee of such Mortgage Notes and all related deeds
of trust, mortgages and other loan documents. The Depositor will deliver the
original Mortgage Notes (or lost note affidavits with copies of the related
Mortgage Notes, as described in the definition of Mortgage File) relating to the
BSF Loans to the Trustee, endorsed as otherwise provided herein, to effect the
transfer to the Trustee of such Mortgage Notes and all related deeds of trust,
mortgages and other loan documents. The Depositor will deliver the original
Mortgage Notes (or lost note affidavits with copies of the related Mortgage
Notes, as described in the definition of Mortgage File) relating to the MSDWMC
Loans to the Trustee, endorsed as otherwise provided herein, to effect the
transfer to the Trustee of such Mortgage Notes and all related deeds of trust,
mortgages and other loan documents. To avoid the unnecessary expense and
administrative inconvenience associated with the execution and recording of
multiple assignment documents, Principal, Wells Fargo, BSF and MSDWMC, as
applicable, are required under the Mortgage Loan Purchase Agreements to deliver
Assignments of Mortgages and assignments of Assignments of Leases and
assignments of UCC financing statements 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 Principal
Loans shall be deemed to have been transferred from Principal to the Depositor,
the Wells Fargo Loans shall be deemed to have been transferred from Wells Fargo
to the Depositor, the BSF Loans shall be deemed to have been transferred from
BSF to the Depositor and the MSDWMC Loans shall be deemed to have been
transferred from MSDWMC to the Depositor, and all Mortgage Loans shall be



                                      -63-
<PAGE>

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.

                  On the initial Closing Date in respect of the Initial
Certification, and within 75 days after the initial Closing Date in respect of
the Final Certification, the Trustee shall examine the Mortgage Files in its
possession, and shall deliver to the Depositor, the Sellers, the Master
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 of exceptions to Mortgage File delivery attached thereto, to the
effect that: (A) all documents pursuant to clause (i) of the definition of
Mortgage File are in its possession, (B) such documents have been reviewed by it
and have not been materially mutilated, damaged, defaced, torn or otherwise
physically altered, and such documents relate to such Mortgage Loan, and (C)
each Mortgage Note has been endorsed as provided in clause (i) of the definition
of Mortgage File, and (ii) in the case of the Final Certification, as to each
Mortgage Loan listed in the Mortgage Loan Schedule, except as may be specified
in the schedule of exceptions to Mortgage File delivery attached thereto, to the
effect that: (A) all documents pursuant to clauses (i), (ii), (iv), (v), (vi),
(viii), (x), (xii) and (xvii) of the definition of Mortgage File required to be
included in the Mortgage File, and with respect to all documents specified in
the other clauses of the definition of Mortgage File to the extent 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 each Seller a copy of such Final Certification, which may be in
electronic format.

                  Within 360 days after the Cut-Off Date, the Trustee shall
provide a confirmation of receipt of recorded assignments of Mortgage (as
described in the definition of Mortgage File, with evidence of recording
thereon) or otherwise provide evidence of such recordation to the Master
Servicer, the Special Servicer, the Operating Advisor and each Seller, and if
any recorded assignment of Mortgage has not been received by the Trustee by such
time, the Trustee shall



                                      -64-
<PAGE>

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

                  If any exceptions are noted on a schedule of exceptions
attached to the Final Certification, including exceptions resulting from the
fact that the recordation and/or filing has not been completed (based solely on
the absence of receipt by the Custodian (or the Trustee) of the particular
documents showing evidence of the recordation and/or filing), then the Custodian
on behalf of the Trustee (or the Trustee) shall continuously update such
schedule of exceptions to reflect receipt of any corrected documents, additional
documents or instruments or evidences of recordation and/or filing, as to each
Mortgage Loan, until the earliest of the following dates: (i) the date on which
all such exceptions are eliminated (any such elimination resulting from the fact
that recordation and/or filing has been completed shall be based solely on
receipt by the Custodian or the Trustee of the particular documents showing
evidence of the recordation and/or filing), (ii) the date on which all the
affected Mortgage Loans are removed from the Trust and (iii) the second
anniversary of the Closing Date, and shall provide such updated schedule of
exceptions (which may be in electronic format) to each of the Depositor, each
Seller (as to its respective Mortgage Loans only), the 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). 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).

                  If, in the course of such review, the Trustee finds any
document constituting a part of a Trustee Mortgage File which does not meet the
requirements of clauses (ii)(A) through (D) in the third preceding paragraph,
the Trustee shall promptly notify the applicable Seller, the Master Servicer,
the Special Servicer, the Operating Adviser, and the Depositor in writing and
the Master Servicer shall, and the Special Servicer may, request such Seller to
correct or cure such defect in the manner and within the period or periods set
forth in the applicable Mortgage



                                      -65-
<PAGE>

Loan Purchase Agreement and absent such correction or cure, and, in the case of
a defect which results from a failure to meet one or more requirements of
clauses (ii)(A) through (C) in the third preceding paragraph, such defect
materially and adversely affects the value of the related Mortgage Loan or the
interest of the Trustee in the related Mortgage Loan (in the good faith judgment
of the Master Servicer or the Trustee), or in any event in the case of a defect
under (ii)(D), the Trustee shall, and the Special Servicer may, request the
applicable Seller, at such Seller's election, to, and such Seller shall be
required promptly upon such request, either (i) substitute for the related
Mortgage Loan, without recourse, a Qualifying Substitute Mortgage Loan or Loans,
which substitution shall be accomplished in the manner and subject to the
conditions set forth in Section 2.3; or (ii) purchase such Mortgage Loan from
the Trust at the Purchase Price therefor in accordance with the related Mortgage
Loan Purchase Agreement. The Purchase Price for any such Mortgage Loan shall be
paid to the Master Servicer and deposited by the Master Servicer in the
Certificate Account. Upon receipt by the Trustee of written notification of
deposit of the Purchase Price or other amount required of the applicable Seller,
signed by a Servicing Officer of the Master Servicer (which notification shall
include a statement as to the accuracy of the calculation of the Purchase Price
or other required deposit), the Trustee shall release the related Trustee
Mortgage File to the applicable Seller and the Trustee and the Depositor shall
execute and deliver such instruments of transfer or assignment in the forms
presented to it, in each case without recourse, representation or warranty as
shall be necessary to vest in such Seller, or its designee, title (to the extent
that such title was transferred to the Depositor or the Trustee) to any Mortgage
Loan released pursuant hereto, including title to any property acquired in
respect of such Mortgage Loan or proceeds of any insurance policy with respect
thereto.

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

          SECTION 2.3 SELLERS' REPURCHASE OF MORTGAGE LOANS FOR MATERIAL
DOCUMENT DEFECTS AND MATERIAL BREACHES OF REPRESENTATIONS AND WARRANTIES.

          (a) If any party hereto discovers that any document or documents
constituting a part of a Mortgage File has not been delivered as and when
required, has not been properly executed, or is defective on its face or
discovers or receives notice of a breach of any of the representations and
warranties relating to the Mortgage Loans required to be made by a Seller
regarding the characteristics of the Mortgage Loans and/or related Mortgaged
Properties as set forth in the related Mortgage Loan Purchase Agreements, and in
either case such defect or breach either (i) materially and adversely affects
the interests of the holders of the Certificates in the related Mortgage Loan,
or (ii) both (A) the document defect or breach materially and adversely affects
the value of the Mortgage Loan and (B) the Mortgage Loan is a Specially Serviced
Mortgage Loan or Rehabilitated Mortgage Loan (such a document defect described
in the preceding clause (i) or (ii), a "Material Document Defect", and such a
breach described in the preceding clause (i) or (ii), a "Material Breach") such
party shall give prompt written notice to the other parties hereto and to each
Rating Agency. Promptly (but in any event within three Business Days) upon
becoming aware of any such Material Document Defect or Material Breach, the
Master Servicer shall, and the Special Servicer may, request that the related
Seller, not later than 85 days from such Seller's receipt of the notice of such
Material Document Defect



                                      -66-
<PAGE>

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 85-day period, and such
Material Document Defect or Material Breach would not cause the Mortgage Loan to
be other than a "qualified mortgage" (as defined in the Code) but the related
Seller is diligently attempting to effect such correction or cure, as certified
by such Seller in an Officer's Certificate delivered to the Trustee, then the
cure period will be extended for an additional 90 days unless, solely in the
case of a Material Document Defect, (x) the Mortgage Loan is 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 85 days prior to the delivery of the
notice of such Material Document Defect. The parties acknowledge that neither
delivery of a certification or schedule of exceptions to a Seller pursuant to
Section 2.2 or otherwise nor possession of such certification or schedule by the
Seller shall, in and of itself, constitute delivery of notice of any Material
Document Defect or knowledge or awareness by the Seller of any Material Document
Defect listed therein.

                  If any such Material Document Defect or Material Breach cannot
be corrected or cured in all material respects within the above cure periods,
the related Seller will be obligated, not later than the last day of such
permitted cure period, to (i) repurchase the affected Mortgage Loan or REO
Mortgage Loan from the Trust at the applicable Purchase Price in accordance with
the related Mortgage Loan Purchase Agreement, or (ii) if within the 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 related Seller's option, 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, the repurchase must occur within 85 days
from the date the related Seller was notified of the defect and substitution
must occur within the sooner of (i) 85 days from the date the related 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 related Seller has delivered to the Trustee for such Qualifying
Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the related
Assignment of Mortgage, and such other documents and agreements as are required
by Section 2.1, with the Mortgage Note endorsed as required by Section 2.1 and
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 related Seller on the next succeeding
Distribution Date. For the month of substitution, distributions to
Certificateholders will include the Scheduled Payment due on the related Deleted
Mortgage Loan for such month and thereafter the related Seller shall be entitled
to retain all amounts received in respect of such Deleted Mortgage Loan.

                                      -67-
<PAGE>

                  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 related Seller, and the Trustee (and the
Depositor, if necessary) shall execute and deliver such instruments of transfer
or assignment in the form presented to it, in each case without recourse,
representation or warranty, as shall be necessary to vest title (to the extent
that such title was transferred to the Trustee or the Depositor) in the related
Seller or its designee to any Deleted Mortgage Loan (including any property
acquired in respect thereof or any insurance policy proceeds relating thereto)
substituted for pursuant to this Section 2.3.


                  If (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 related 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 related Seller were
to repurchase or replace only those Mortgage Loans as to which a Material Breach
had occurred without regard to this paragraph (the "Affected Loan(s)"): (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 related Seller to (in which case the related Seller shall) cause
to be delivered to the Master Servicer, an Appraisal of any or all of the
related 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 related Seller if the scope and cost of the Appraisal is approved by the
related Seller (such approval not to be unreasonably withheld).

                                      -68-
<PAGE>


                  With respect to any Defective Mortgage Loan, to the extent
that the applicable 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
applicable Seller and the Depositor have agreed in the related Mortgage Loan
Purchase Agreement to forbear from enforcing any remedies against the other's
Primary Collateral but each is permitted to exercise remedies against the
Primary Collateral securing its respective Mortgage Loans, including with
respect to the Trustee, the Primary Collateral securing Mortgage Loans still
held by the Trustee, so long as such exercise does not impair the ability of the
other party to exercise its remedies against its Primary Collateral. If the
exercise of remedies by one party would impair the ability of the other party to
exercise its remedies with respect to the Primary Collateral securing the
Mortgage Loan or Mortgage Loans held by such party, then both parties have
agreed to forbear from exercising such remedies until the loan documents
evidencing and securing the relevant Mortgage Loans can be modified in a manner
that complies with the applicable Mortgage Loan Purchase Agreement to remove the
threat of impairment as a result of the exercise of remedies. Any reserve or
other cash collateral or letters of credit securing the Cross-Collateralized
Loans shall be allocated between such Mortgage Loans in accordance with the
Mortgage Loan documents, or otherwise on a pro rata basis based upon their
outstanding Principal Balances. All other terms of the Mortgage Loans shall
remain in full force and effect, without any modification thereof. The
Mortgagors set forth on Schedule 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 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. 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 related Seller for the cure of the document
defect or repurchase or replacement of the related Mortgage Loan.

                  If the related Seller disputes that a Material Document Defect
or Material Breach exists with respect to a Mortgage Loan or otherwise refuses
(i) to effect a correction or cure of such Material Document Defect or Material
Breach, (ii) to repurchase the affected Mortgage Loan from the Trust or (iii) to
replace such Mortgage Loan with a Qualifying Substitute Mortgage Loan, each in
accordance with the related Mortgage Loan Purchase Agreement, then provided that
(x) the period of time provided for the related 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



                                      -69-
<PAGE>

Section 9.5, Section 9.12, Section 9.15 and Section 9.36, as applicable, hereof,
while pursuing the repurchase claim. The related Seller has acknowledged and
agreed under the related 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 related Seller for any repurchase claim. In the event of any
such modification and workout, the related Seller has agreed under the related
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 related Seller in respect of
any Work-Out Fee if a Liquidation Fee already comprises a portion of the
Purchase Price. The related 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 related Seller, the
related 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 related 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 related 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 related Seller
with any appraisal or other third party reports relating to the Mortgaged
Property within its possession to enable the related 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 related Seller shall be without (i) recourse of any kind
(either expressed or implied) by such Person against the related Seller and (ii)
representation or warranty of any kind (either expressed or implied) by the
related 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 related Seller of the
discovery of the Material Document Defect or Material Breach and the related
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
related Seller fails to correct or cure the Material Document Defect or Material
Breach or purchase the REO Property, then the provisions above regarding notice
of offers related to such REO Property and the related Seller's right to
purchase such REO Property shall apply. If a court of competent jurisdiction
issues a final order that the related Seller is or was obligated to repurchase
the related Mortgage Loan or REO



                                      -70-
<PAGE>

Mortgage Loan or the related Seller otherwise accepts liability, then, after the
expiration of any applicable appeal period, but in no event later than the
Termination of the Trust pursuant to Section 9.30 hereof, the related Seller
will be obligated to pay to the Trust the difference between any Liquidation
Proceeds received upon such liquidation (including those arising from any sale
to the related Seller) and the Purchase Price; provided that the prevailing
party in such action shall be entitled to recover all costs, fees and expenses
(including reasonable attorneys fees) related thereto.



                  In connection with any 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 related 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 related 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 related Seller or (ii) with
respect to a determination that the related Seller is not or was not obligated
to repurchase (or the Trust decides that it will no longer pursue a claim
against the related 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 related 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 related 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 related 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 related
Seller, in the case of the Mortgage Loans, to give notice in writing
(accompanied by an Officer's Certificate as to the calculation of such shortage)
to the Trustee, the Paying Agent and the Master Servicer of such event which
notice shall be accompanied by an Officers" Certificate as to the calculation of
such shortfall.

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

                                      -71-
<PAGE>

          (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 related Seller, upon delivery
to each of them of a receipt executed by such Seller, all portions of the
Mortgage File and other documents pertaining to such Mortgage Loan possessed by
it, and each document that constitutes a part of the Mortgage File shall be
endorsed or assigned to the extent necessary or appropriate to the related
Seller or its designee in the same manner, and pursuant to appropriate forms of
assignment, substantially similar to the manner and forms pursuant to which
documents were previously assigned to the Trustee, but in any event, without
recourse, representation or warranty; provided that such tender by the Trustee
shall be conditioned upon its receipt from the 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 related 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 Agreements provide the sole remedies
available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Material Document Defect or Material Breach.
The parties hereunder understand that (i) Principal, as Seller under Mortgage
Loan Purchase Agreement III, will be providing the remedies with respect to the
Principal Loans, (ii) Wells Fargo, as Seller under Mortgage Loan Purchase
Agreement II, will be providing the remedies with respect to the Wells Fargo
Loans, (iii) BSF, as Seller under Mortgage Loan Purchase Agreement IV, will be
providing the remedies with respect to the BSF Loans and (iv) MSDWMC, as Seller
under Mortgage Loan Purchase Agreement V, will be providing the remedies with
respect to the MSDWMC Loans.

                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



                                      -72-
<PAGE>

Depositor nor any of its Affiliates is a party to, bound by, or in breach of or
violation of any indenture or other agreement or instrument, or subject to or in
violation of any statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it, which
materially and adversely affects or to the best knowledge of the Depositor may
in the future materially and adversely affect (i) the ability of the Depositor
to perform its obligations under this Agreement or (ii) the business,
operations, financial condition, properties or assets of the Depositor;

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

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

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

          (f) Immediately prior to the consummation of the transactions
contemplated in this Agreement, the Depositor had good title to and was the sole
owner of each Mortgage Loan free and clear of any and all adverse claims,
charges or security interests (including liens arising under the federal tax
laws or the Employee Retirement Income Security Act of 1974, as amended).

          SECTION 2.5 CONVEYANCE OF INTERESTS. Effective as of the Closing Date,
the Depositor does hereby transfer, assign, set over, deposit with and otherwise
convey to the Trustee, without recourse, in trust, all the right, title and
interest of the Depositor in and to (i) the REMIC I Regular Interests in
exchange for the REMIC II Interests and (ii) the REMIC II Regular Interests in
exchange for the REMIC III Certificates.


                                   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



                                      -73-
<PAGE>

are required or permitted by this Agreement or as may in the reasonable judgment
of the Trustee or the Depositor be necessary, appropriate or convenient to
comply, or facilitate compliance, with applicable laws, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange on which any of the Certificates may be listed, or as may,
consistently herewith, be determined by the officers executing such
Certificates, as evidenced by their execution thereof.

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

          (b) The Class A Certificates will be issuable in denominations of
$25,000 initial Certificate Balance and in any whole dollar denomination in
excess thereof. The Class X, Class B, Class C, Class D, Class E, Class F, Class
G, Class H, Class J, Class K, Class L, Class M and Class N 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 and Class N 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 and Class N 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



                                      -74-
<PAGE>

registration and for the transfer of Certificates (the "Certificate Register").
The Certificate Registrar may resign or be discharged or removed by the Paying
Agent or the Certificateholders, and a new successor may be appointed, in
accordance with the procedures and requirements set forth in Sections 7.6 and
7.7 hereof with respect to the resignation, discharge or removal of the Paying
Agent and the appointment of a successor Paying Agent. The Certificate Registrar
may appoint, by a written instrument delivered to the Holders and the Trustee,
any trust company to act as co-registrar under such conditions as the
Certificate Registrar may prescribe; provided that the Certificate Registrar
shall not be relieved of any of its duties or responsibilities hereunder by
reason of such appointment.

           Section 3.3 Transfer and Exchange of Certificates.

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

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

          (c) No transfer, sale, pledge or other disposition of any
Non-Registered Certificate or interest therein shall be made unless such
transfer, sale, pledge or other disposition is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and



                                      -75-
<PAGE>

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 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 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 or Residual Certificate held as a Definitive

                                      -76-
<PAGE>

Certificate, the prospective Transferee provides the Certificate Registrar with
a certification of facts and an Opinion of Counsel which establish to the
satisfaction of the Certificate Registrar that such transfer will not constitute
or result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code or subject the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master 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 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) Each Person holding or acquiring any Ownership
                  Interest in a Residual Certificate shall be a Permitted
                  Transferee and a United States Tax Person and shall promptly
                  notify the Certificate Registrar of any change or impending
                  change in its status as a Permitted Transferee.

                       (B) In connection with any proposed Transfer of any
                  Ownership Interest in a Residual Certificate, the Certificate
                  Registrar shall require delivery to it, and no Transfer of any
                  Residual Certificate shall be registered until the Certificate
                  Registrar receives, an affidavit and agreement substantially
                  in the form attached hereto as Exhibit E-1 (a "Transfer
                  Affidavit and Agreement") from the proposed Transferee, in
                  form and substance satisfactory to the Certificate Registrar,
                  representing and warranting, among other things, that such
                  Transferee is a Permitted Transferee, that it is not acquiring
                  its Ownership Interest in the Residual Certificate that is the
                  subject of the proposed Transfer as a nominee, trustee or
                  agent for any Person that is not a Permitted Transferee, that
                  for so long as it retains its Ownership Interest in a Residual
                  Certificate, it will endeavor to remain a Permitted
                  Transferee, that it is a United States 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



                                      -77-
<PAGE>

                  Certificates may exceed cash flows thereon and it intends to
                  pay such taxes as they come due, that it will provide the
                  Certificate Registrar with all information necessary to
                  determine that the applicable paragraphs of Section 13 of such
                  Transfer Affidavit and Agreement are true or that Section 13
                  is not applicable, and that it has reviewed the provisions of
                  this Section 3.3(e) and agrees to be bound by them.

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

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

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

                       (F) If any purported Transferee shall become a Holder of
                  a Residual Certificate in violation of the provisions of this
                  Section 3.3(e) or if any Holder of a Residual Certificate
                  shall lose its status as a Permitted Transferee or a United
                  States Person, then the last preceding Holder of such Residual
                  Certificate that was in compliance with the provisions of this
                  Section 3.3(e) shall be restored, to the extent permitted by
                  law, to all rights and obligations as Holder thereof
                  retroactive to the date of registration of such Transfer of
                  such Residual Certificate. None of the Trustee, the Fiscal
                  Agent, the Master 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

                                      -78-
<PAGE>

                  Certificate to the Holder thereof or for taking any other
                  action with respect to such Holder under the provisions of
                  this Agreement.

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

The 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.

                  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

                                      -79-
<PAGE>

                           (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.

          (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



                                      -80-
<PAGE>

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 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.

                                      -81-
<PAGE>

          Section 3.7 Book-Entry Certificates.

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

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

               (ii) the Depositor, the Master 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 consent may be given by the Clearing
Agency at the direction of Certificate Owners owning Certificates evidencing the
requisite percentage of principal amount of Certificates. The Clearing Agency
may take conflicting actions with respect to the Certificates to the extent that
such actions are taken on behalf of the Certificate Owners.

          (c) The Certificates of each Class (other than the Residual
Certificates) initially sold in reliance on Rule 144A or with respect to the
Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E
and Class F Certificates sold to Institutional Accredited Investors shall be
represented by the Rule 144A-IAI Global Certificate for such



                                      -82-
<PAGE>

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 G, Class H, Class J, Class K, Class L, Class M and Class N
Certificates initially sold to Institutional Accredited Investors shall
represented by IAI Definitive Certificates for such Class. The Certificates
evidenced by any Rule 144A-IAI Global Certificate or IAI Definitive Certificate
shall be subject to certain restrictions on transfer as set forth in Section 3.3
hereof and shall bear legend(s) regarding such restrictions described herein.

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

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

                                      -83-
<PAGE>

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 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



                                      -84-
<PAGE>

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 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



                                      -85-
<PAGE>

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 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 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. The Master
Servicer, the Trustee and the Fiscal Agent shall not make P&I Advances with
respect to any B Note under this Agreement. The Special Servicer shall not make
P&I Advances under this Agreement. If the Master Servicer fails to make a P&I
Advance, 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 being
held for future distributions or withdrawals to make such Advance. Any funds
being held in the Certificate 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 on or before any future Master Servicer Remittance
Date to the extent that



                                      -86-
<PAGE>

funds in the Certificate Account on such Master Servicer Remittance Date shall
be less than payments to the Paying Agent or other Persons required to be made
on such date.

          SECTION 4.2 SERVICING ADVANCES. The 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. 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
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 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 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.

          (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



                                      -87-
<PAGE>

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.

                  SECTION 4.4 EVIDENCE OF NONRECOVERABILITY.

                  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 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.

                  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,



                                      -88-
<PAGE>

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 for the period commencing on the date of such P&I Advance and
ending on the 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 documents. For purposes of determining whether a P&I
Advance is outstanding, amounts collected with respect to a particular Mortgage
Loan or REO Property and treated as collections of principal or interest shall
be applied first to reimburse the earliest P&I Advance and then each succeeding
P&I Advance to the extent not inconsistent with Section 4.6. The Master Servicer
shall use efforts consistent with the Servicing Standard to collect (but shall
have no further obligation to collect), with respect to the Mortgage Loans that
are not Specially Serviced Mortgage Loans, Late Fees and default interest from
the Mortgagor in an amount sufficient to pay Advance Interest. 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 (other
than 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 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
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 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,
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, 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, B Note, Specially Serviced Mortgage Loans or REO Mortgage Loans,
plus any Advance Interest owed to the Trustee with respect to such Advances and
then (iii) the Master Servicer for any Advances outstanding to the Master
Servicer with respect to any of such Mortgage Loans, 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



                                      -89-
<PAGE>

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 to receive any amounts recovered
with respect to such Mortgage Loans 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.

          (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) and circumstances surrounding the notice
delivered by the Special Servicer pursuant to this Section 4.6(e).

                                      -90-
<PAGE>


           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)  The long-term unsecured debt of the Fiscal Agent is
rated below "AA-" by S&P or "Aa2" by Moody's; or

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

          SECTION 4.8 PROCEDURE UPON TERMINATION EVENT.

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

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

                                      -91-
<PAGE>

           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 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 duties hereunder. The Depositor shall
indemnify and hold harmless the Fiscal Agent, its directors, officers,
employees, agents and Controlling Persons from and against any loss, claim,
damage or liability, joint or several, and any action in respect thereof, to
which the Fiscal Agent, its 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


                                      -92-
<PAGE>

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 Sellers, 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
2001-TOP5" (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 Holders of Morgan Stanley Dean Witter
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-TOP5"
(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



                                      -93-
<PAGE>

(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 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, (II) shall, rather than deposit them in the Certificate Account,
directly remit to the Primary Servicers the applicable Primary Servicing Fees
payable as provided in Section 5.2(a)(iv)(unless already retained by the
applicable Primary Servicer), and (III) shall, rather than deposit them in 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 and any B Note;

                  (B) Interest: subject to subsection (d) hereof, all payments
               on account of interest on the Mortgage Loans and the 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 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 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;

                                      -94-
<PAGE>

                  (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 a Seller or substitution shortfall amounts (as
               described in the fifth paragraph of Section 2.3(a)) paid by a
               Seller in connection with the substitution of any Qualifying
               Substitute Mortgage Loans, 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.

                  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 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 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



                                      -95-
<PAGE>

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 2001-TOP5 and the holder of any related B Note 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, deposit to the related A/B Loan
Custodial Account) 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 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 or Interest Reserve Account, as the case may be, any provision herein to
the contrary notwithstanding.

          (f) Except as expressly provided otherwise in this Agreement, if any
default occurs in the making of a payment due under any Eligible Investment, or
if a default occurs in any other performance required under any Eligible
Investment, the Paying Agent on behalf of and at the direction of the Trustee
may take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate
proceedings; provided, however, that if the Master Servicer shall have deposited
in the Certificate 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, and the Primary Servicers will
be entitled to hold any Escrow Accounts relating to the Mortgage Loans that they
service in accordance with the requirements set forth in Section 8.3(e). 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



                                      -96-
<PAGE>

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 XI, 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," and for purposes of the definition of
"Available Distribution Amount" and "Principal Distribution Amount," such
Scheduled Payment shall be deemed to have been received in such Collection
Period.

         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 2:00 p.m.,
New York City time, on the related Master Servicer Remittance Date in
immediately available funds to the account specified in this Section or
otherwise (w) to such account as it shall determine from time to time of amounts
payable to the Master Servicer from the Certificate Account (and, insofar as
they relate to a B Note, from the related A/B 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)
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) 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
or B Notes which are not Specially Serviced Mortgage Loans, Modification Fees
relating to Mortgage Loans 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 and Late Fees (in excess of
Advance Interest which the Master Servicer shall retain), 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 to the extent the Special
Servicer is entitled to such Late Fees under Section 4.5;

                                      -97-
<PAGE>


               (ii) Servicing Advances (including amounts later determined to be
Nonrecoverable Advances): 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 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 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, as the case may be, to the payment
of Advance Interest on all Advances on such non-Specially Serviced Mortgage
Loans (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 or any B
Note is a Nonrecoverable Advance, any Servicing Advances made on the related
Mortgage 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 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 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;

               (iii) P&I Advances (including amounts later to be determined to
be Nonrecoverable Advances): 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 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 is a Nonrecoverable Advance, for any Mortgage



                                      -98-
<PAGE>

Loan, any P&I Advances made on the related Mortgage 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 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
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;

               (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 and the
Work-Out Fee, to pay to the Primary Servicers (or the Master Servicer) the
Primary Servicing Fees, and to pay to the parties entitled thereto the Excess
Servicing Fees (to the extent not previously retained by any of such parties);

               (v) Trustee Fee and Paying Agent Fee: to pay to the Distribution
Account for withdrawal by the Paying Agent, the Paying Agent Fee and the Trustee
Fee;

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

               (vii) Liquidation Fees: 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);

               (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;

                                      -99-
<PAGE>

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

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

               (xiii) Clear and Terminate: to clear and terminate the
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

                                     -100-
<PAGE>

                  Agreement that entitles the holder of the B Note to
                  reimbursement of cure payments made by it).

                  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.

          (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
XI, 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 XI.
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 2002, the Master Servicer shall withdraw all amounts then in
the Interest Reserve Account and deposit such amounts into the Distribution
Account.

              SECTION 5.3 DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT.

          (a) The Paying Agent, on behalf of the Trustee shall establish (with
respect to clause (i), on or prior to the Closing Date, and with respect to
clause (ii), on or prior to the date the Paying Agent determines is necessary)
and maintain in its name, on behalf of the Trustee, (i) an account (the
"Distribution Account"), to be held in trust for the benefit of the Holders
until disbursed pursuant to the terms of this Agreement, titled: "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 2001-TOP5, Distribution Account" and (ii) an account (the
"Reserve Account") to be held in trust for the benefit of the holders of
interests in the Trust until disbursed pursuant to the terms of this Agreement,
titled: "Wells Fargo Bank Minnesota, National Association, as Paying Agent on
behalf of LaSalle Bank



                                     -101-
<PAGE>

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 2001-TOP5, Reserve Account." The Distribution Account and
the Reserve Account shall be Eligible Accounts. Funds in the Distribution
Account and in the Reserve Account shall not be invested. The Distribution
Account and Reserve Account shall be held separate and apart from and shall not
be commingled with any other monies including, without limitation, other monies
of the Paying Agent held under this Agreement.

          (b) The Paying Agent shall deposit into the Distribution Account or
the Reserve Account, as applicable, on the Business Day received all moneys
remitted by the Master 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 and, on the Master Servicer Remittance Date occurring in March of any
year, commencing in March 2002, 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:

               (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
Primary Servicers, 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
Certificateholder's 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



                                     -102-
<PAGE>

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 March 2002). 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.

                  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, any Primary
Servicer or the Paying Agent shall be liable for the dissemination of
information in accordance with this Agreement; provided that this sentence shall
not in any way limit the liability the Paying Agent may otherwise have in the
performance of its duties hereunder.

          (b) Subject to Section 8.15, upon advance written request, if required
by federal regulation, of any Certificateholder (or holder of a B Note) that is
a savings association, bank, or insurance company, the Paying Agent shall
provide (to the extent in its possession) to each such Certificateholder (or
such holder of a B Note) 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) 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) 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 pursuant hereto.

                                     -103-
<PAGE>

          (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 Primary Servicers, 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, 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 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 Trustee of providing access or
copies (including electronic or digital copies) of any such information
reasonably requested in accordance with the preceding sentence.

          SECTION 5.5 PAYING AGENT TAX REPORTS . The Paying Agent shall perform
all reporting and other tax compliance duties that are the responsibility of
each REMIC Pool and the Class N Grantor Trust 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



                                     -104-
<PAGE>

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. 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) 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,
the Primary Servicers and 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.

                                     -105-
<PAGE>

        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

               (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 A-3 Certificates, Class
A-4 Certificates, Class X-1 Certificates and Class X-2 Certificates to REMIC II
Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest
A-2B, REMIC II Regular Interest A-3, REMIC II Regular Interest A-4A, REMIC II
Regular Interest A-4B, REMIC II Regular Interest B, REMIC II Regular Interest C,
REMIC II Regular Interest D, REMIC II Regular Interest E, REMIC II Regular
Interest F, REMIC II Regular Interest G, REMIC II Regular Interest H, REMIC II
Regular Interest J, REMIC II Regular Interest K, REMIC II Regular Interest L,
REMIC II Regular Interest M and REMIC II Regular Interest N, divided among such
REMIC II Regular Interests in proportion to (A) in the case of the REMIC II
Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest
A-2B, REMIC II Regular Interest A-3, REMIC II Regular Interest A-4A and REMIC II
Regular Interest A-4B, the Accrued Certificate Interest for such Distribution
Date and (B) in the case of REMIC II Regular Interest B, REMIC II Regular
Interest C, REMIC II Regular Interest D, REMIC II Regular Interest E, REMIC II
Regular Interest F, REMIC II Regular Interest G, REMIC II Regular Interest H,
REMIC II Regular Interest J, REMIC II Regular Interest K, REMIC II Regular
Interest L, REMIC II Regular Interest M and REMIC II Regular Interest N, the
product of the Certificate Balance of



                                     -106-
<PAGE>

such Interest and 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-1, REMIC II Regular Interest
A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-3, REMIC II
Regular Interest A-4A and REMIC II Regular Interest A-4B 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-1 until the Certificate Balance of REMIC II Regular Interest A-1 is reduced to
zero, (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-1), 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
Amount of the REMIC II Regular Interest A-2A, to the REMIC II Regular Interest
A-2B, the Principal Distribution Date for such Distribution Date (reduced by any
portion thereof deemed to be distributed to the REMIC II Regular Interest A-1
and A-2A), until the Certificate Balance of the REMIC II Regular Interest A-2B
has been reduced to zero, (C) third, to the REMIC II Regular Interest A-3, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof deemed to be distributed to the REMIC II Regular Interest A-1, A-2A and
A-2B) until the Certificate Balance of REMIC II Regular Interest A-3 is reduced
to zero and (D) fourth, to the REMIC II Regular Interest A-4A, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed to the REMIC II Regular Interest A-1, A-2A, A-2B and
A-3), until the Certificate Balance of the REMIC II Regular Interest A-4A has
been reduced to zero and upon payment in full of the Certificate Balance of the
REMIC II Regular Amount of the REMIC II Regular Interest A-4A, to the REMIC II
Regular Interest A-4B, the Principal Distribution Amount for such Distribution
Date (reduced by any portion thereof deemed to be distributed to the REMIC II
Regular Interest A-1, A-2A, A-2B, A-3 and A-4A), until the Certificate Balance
of the REMIC II Regular Interest A-4B has been reduced to zero;

               (iii) to REMIC II Regular Interest A-1, REMIC II Regular Interest
A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-3, REMIC II
Regular Interest A-4A, REMIC II Regular Interest A-4B, REMIC II Regular Interest
B, REMIC II Regular Interest C, REMIC II Regular Interest D, REMIC II Regular
Interest E, REMIC II Regular Interest F, REMIC II Regular Interest G, REMIC II
Regular Interest H, REMIC Regular Interest J, REMIC II Regular Interest K, REMIC
II Regular Interest L, REMIC II Regular Interest M and REMIC II Regular Interest
N, 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-1, REMIC II Regular Interest
A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-3, REMIC II
Regular Interest A-4A, REMIC II Regular Interest A-4B, REMIC II Regular Interest
B, REMIC II Regular Interest C, REMIC II Regular Interest D, REMIC II Regular
Interest E, REMIC II Regular Interest F, REMIC II Regular Interest G, REMIC II
Regular Interest H, REMIC II Regular Interest J, REMIC II Regular Interest K,
REMIC II Regular Interest L, REMIC II Regular Interest M and REMIC II Regular
Interest N as a result of the allocation of Realized Losses to the Class X
Certificates plus interest on such Realized Losses at one-twelfth of the
applicable Pass-Through Rate;

                                     -107-
<PAGE>

               (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 Balances of the REMIC
II Regular Interest A-4B, to the REMIC II Regular Interest B, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed to the REMIC II Regular Interest A-1, REMIC II Regular
Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-3,
REMIC II Regular Interest A-4A and REMIC II Regular Interest A-4B), 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 interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

               (vii) to the REMIC II Regular Interest C, the remainder of the
Distributable Certificate Interest for such 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, 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 has been reduced to zero;

               (ix) to the REMIC II Regular Interest C, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

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

               (xi) upon payment in full of the Certificate Balance of the REMIC
II Regular Interest C, 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 interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

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

                                     -108-
<PAGE>

               (xiv) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest D, to the REMIC II Regular Interest E, 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 has been reduced to zero;

               (xv) to the REMIC II Regular Interest E, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

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

               (xvii) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest E, to the REMIC II Regular Interest F, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest F has been reduced to zero;

               (xviii) to the REMIC II Regular Interest F, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

               (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, 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 interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

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

               (xxiii) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest G, to the REMIC II Regular Interest H, 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 has been reduced to zero;

                                     -109-
<PAGE>

               (xxiv) to the REMIC II Regular Interest H, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

               (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 interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

               (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 interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

               (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 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 interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

                                     -110-
<PAGE>

               (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 interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

               (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 interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

               (xl) 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
Excess Interest which shall be distributed in accordance with Section 6.5(c))
and Excess Liquidation Proceeds in the following amounts and order of priority:

               (i) to the Holders of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class X-1
Certificates 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;

                                     -111-
<PAGE>

               (ii) to the Holders of the Class A-1, Class A-2, Class A-3 and
Class A-4 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; second, upon payment in full of the aggregate Certificate
Balance of the Class A-1 Certificates, to the holders of the Class A-2
Certificates, the Principal Distribution Amount for such Distribution Date
(reduced by any prior distributions thereof hereunder) until the aggregate
Certificate Balance of the Class A-2 Certificates has been reduced to zero;
third, upon payment in full of the aggregate Certificate Balance of the ClassA-2
Certificates, to the Holders of the Class A-3 Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder) until the aggregate Certificate Balance of the
Class A-3 Certificates has been reduced to zero; and fourth, upon payment in
full of the aggregate Certificate Balance of the Class A-3 Certificates, to the
Holders of the Class A-4 Certificates, the Principal Distribution Amount for
such Distribution Date (reduced by any prior distributions thereof hereunder)
until the aggregate Certificate Balance of the Class A-4 Certificates has been
reduced to zero;

               (iii) to the Holders of the Class A Certificates, Class X-1
Certificates 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 interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

               (iv) to the Holders of the Class B Certificates, Distributable
Certificate Interest for such Distribution Date;

               (v) upon payment in full of the Certificate Balance of the Class
A-4 Certificates, to the Holders of the Class B Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder), until the Certificate Balance of the Class B
Certificates has been reduced to zero;

               (vi) to the Holders of the Class B Certificates, to reimburse any
Realized Losses previously allocated thereto and not previously fully
reimbursed, plus interest on such Realized Losses at one-twelfth the applicable
Pass-Through Rate);

               (vii) to the Holders of the Class C Certificates, Distributable
Certificate Interest for such Distribution Date;

               (viii) upon payment in full of the Certificate Balance of the
Class B Certificates, to the Holders of the Class C Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder), until the Certificate Balance of the Class C
Certificates has been reduced to zero;

               (ix) to the Holders of the Class C Certificates, to reimburse any
Realized Losses previously allocated thereto and not previously fully
reimbursed, plus interest on such Realized Losses at one-twelfth the applicable
Pass-Through Rate;

               (x) to the Holders of the Class D Certificates, Distributable
Certificate Interest for such Distribution Date;

                                     -112-
<PAGE>

               (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 interest on such Realized Losses at one-twelfth the applicable
Pass-Through Rate;

               (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 interest on such Realized Losses at one-twelfth the applicable
Pass-Through Rate;

               (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 interest on such Realized Losses at one-twelfth the applicable
Pass-Through Rate;

              (xix) to the Holders of the Class G Certificates, Distributable
Certificate Interest for such Distribution Date;

               (xx) upon payment in full of the Certificate Balance of the Class
F Certificates, to the Holders of the Class G Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder), until the Certificate Balance of the Class G
Certificates has been reduced to zero;

               (xxi) to the Holders of the Class G Certificates, to reimburse
any Realized Losses previously allocated thereto and not previously fully
reimbursed, plus interest on such Realized Losses at one-twelfth the
Pass-Through Rate;

               (xxii) to the Holders of the Class H Certificates, Distributable
Certificate Interest for such Distribution Date;

                                     -113-
<PAGE>

               (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 interest on such Realized Losses at one-twelfth the
Pass-Through Rate;

               (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 interest on such Realized Losses at one-twelfth the
Pass-Through Rate;

              (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 interest on such Realized Losses at one-twelfth the applicable
Pass-Through Rate;

               (xxxi) to the Holders of the Class L Certificates, Distributable
Certificate Interest for such Distribution Date;

               (xxxii) upon payment in full of the Certificate Balance of the
Class K Certificates, to the Holders of the Class L Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder), until the Certificate Balance of the Class L
Certificates has been reduced to zero;

               (xxxiii) to the Holders of the Class L Certificates, to reimburse
any Realized Losses previously allocated thereto and not previously fully
reimbursed, plus interest on such Realized Losses at one-twelfth the applicable
Pass-Through Rate;

               (xxxiv) to the Holders of the Class M Certificates, Distributable
Certificate Interest for such Distribution Date;

                                     -114-
<PAGE>

               (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 interest on such Realized Losses at one-twelfth the applicable
Pass-Through Rate;

               (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 interest on such Realized Losses at one-twelfth the applicable
Pass-Through Rate; and

               (xl) 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, 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, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, based on
their respective Certificate Balances, in reduction of their respective
Certificate Balances, until the Certificate Balance of each such Class is
reduced to zero; and, second, to the Holders of the Class A-1, Class A-2, Class
A-3 and Class A-4 Certificates, pro rata, based on the respective amounts of
unreimbursed Realized Losses previously allocated to each such Class, plus
interest on such Realized Losses at one-twelfth the applicable Pass-Through
Rate. A similar rule shall apply to the distribution of the Principal
Distribution Amount to REMIC II Regular Interests A-1, A-2A, A-2B, A-3, A-4A and
A-4B 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

                                     -115-
<PAGE>

               (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.

          (c) On each Distribution Date, the Paying Agent shall withdraw from
the Excess Interest Sub-account any Excess Interest on deposit therein, and the
Paying Agent shall pay such Excess Interest on such Distribution Date to the
Class N Certificates (even if the Certificate Balance of the Class N
Certificates has been reduced to zero for any reason).


          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;


               (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;

                                     -116-
<PAGE>


               (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)(i) above, in proportion to the amount of such reductions;


               (ii) any Realized Interest Loss shall be allocated to the
Corresponding REMIC I Interest to the extent of Unpaid Interest thereon and any
remaining portion of the Realized Interest Loss shall be allocated as a Realized
Interest Loss on each REMIC I Regular Interest with respect to which Unpaid
Interest was created pursuant to Section 6.6(b)(ii) above in proportion to the
amount of Unpaid Interest resulting from the reduction in distributions of
interest on such REMIC I Regular Interest pursuant to Section 6.6(b)(ii) above;


               (iii) the portion of the amount recovered on the Mortgage Loan
with respect to which amounts were withdrawn from the Certificate Account that
are treated as Recoveries of principal on the Mortgage Loan shall be applied
first, to make payments of principal on the Corresponding REMIC I Regular
Interest until the Realized Principal Losses previously allocated thereto are
reduced to zero and thereafter to make payments of principal to the
Corresponding REMIC I Regular Interests with respect to which principal
distributions were reduced pursuant to Section 6.6(b)(ii) above, in proportion
to the amount of such reductions;


               (iv) the portion of the amount recovered on the Mortgage Loan
with respect to which amounts were withdrawn from the Certificate Account that
are treated as Recoveries of interest on the Mortgage Loan shall be applied
first, to make payments of Unpaid Interest on the Corresponding REMIC I Regular
Interest and thereafter to make payments of interest on each REMIC I Interest
with respect to which Unpaid Interest was created pursuant to Section 6.6(b)(i)
above in proportion to the amount of Unpaid Interest resulting from the

                                     -117-
<PAGE>

reduction in distributions of interest on such REMIC I Regular Interest pursuant
to Section 6.6(b)(i) above; and


               (v) the portion of the amount recovered on the Mortgage Loan with
respect to which amounts were withdrawn from the 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).
Realized Losses allocated to the Class X Certificates shall reduce the amount of
interest payable on the REMIC II Regular Interest A-1, REMIC II Regular Interest
A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-3, REMIC II
Regular Interest A-4A, REMIC II Regular Interest A-4B, REMIC II Regular Interest
B, REMIC II Regular Interest C, REMIC II Regular Interest D, REMIC II Regular
Interest E, REMIC II Regular Interest F, REMIC II Regular Interest G, REMIC II
Regular Interest H, REMIC II Regular Interest J, REMIC II Regular Interest K,
REMIC II Regular Interest L, REMIC II Regular Interest M and REMIC II Regular
Interest N, 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 A-3
Certificates, Class A-4 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



                                     -118-
<PAGE>

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, if the
Principal Balance of such Mortgage Loan 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 becomes a Required Appraisal
Loan; provided that if 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. Such Appraisal or valuation shall be
conducted in accordance with the definition of "market value" as set forth in 12
C.F.R. ss. 225.62 and shall be updated at least annually 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 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 based on
updated Appraisals or internal valuations provided from time to time to it by
the Special Servicer.


          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



                                     -119-
<PAGE>

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.

          SECTION 6.11 PREPAYMENT PREMIUMS. Any Prepayment Premium collected
with respect to a Mortgage Loan (but not a B Note, which Prepayment Premium is
payable to the holder of the B Note) 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
G, Class H, Class J, Class K, Class L, Class M and Class N 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 April 2005, 87% 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 13% 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 April 2005, 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.

<PAGE>

                                   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 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;

                                     -121-
<PAGE>

               (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 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

                                     -122-
<PAGE>

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 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;

                                     -123-
<PAGE>

               (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.

          (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

                                    -124-
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Paying Agent is the Authenticating Agent) or of any Mortgage Loan, Assignment
of Mortgage or related document save that (i) each of the Trustee, the Fiscal
Agent and the Paying Agent represents that, assuming due execution and delivery
by the other parties hereto, this Agreement has been duly authorized, executed
and delivered by it and constitutes its valid and binding obligation,
enforceable against it in accordance with its terms except that such
enforceability may be subject to (A) applicable bankruptcy and insolvency laws
and other similar laws affecting the enforcement of the rights of creditors
generally, and (B) general principles of equity regardless of whether such
enforcement is considered in a proceeding in equity or at law and (ii) the
Trustee represents that, assuming due execution and delivery by the other
parties hereto, this Agreement has been duly authorized, executed and delivered
by it and constitutes its valid and binding obligation, enforceable against it
in accordance with its terms except that such enforceability may be subject to
(A) applicable bankruptcy and insolvency laws and other similar laws affecting
the enforcement of the rights of creditors generally, and (B) general
principles of equity regardless of whether such enforcement is considered in a
proceeding in equity or at law. None of the Trustee, the Fiscal Agent or the
Paying Agent shall be accountable for the use or application by the Depositor
or 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, each Seller, the Mortgagor or the Master Servicer or the Special
Servicer or by each other with any warranty or

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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 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 is at all times rated not less than "AA-" by S&P (unless a Fiscal Agent is
appointed that has a long-term unsecured rating that is at least "AA" by S&P)
and "Aa2" by Moody's (unless a Fiscal Agent is appointed that has a long-term
unsecured rating that is at least "Aa2" 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 S&P and "A2" by Moody's, unless and to the extent
Rating Agency Confirmation is obtained.

          SECTION 7.6 RESIGNATION AND REMOVAL OF THE TRUSTEE, THE FISCAL AGENT
OR THE PAYING AGENT.

          (a) The Trustee, the Fiscal Agent or the Paying Agent may at any time
resign and be discharged from the trusts hereby created by giving written notice
thereof to the Depositor, the Master 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

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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 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.

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<PAGE>

          (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 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 the
Rating Agencies 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 or Fiscal Agent or the Paying
Agent, as the case may be, in accordance with this Section.

          (f) Any resignation or removal of the Trustee, the Fiscal Agent or the
Paying Agent, as the case may be, and appointment of a successor trustee, fiscal
agent or paying agent pursuant to any of the provisions of this Section shall
become effective upon acceptance of appointment by the successor trustee, fiscal
agent or paying agent, as the case may be, as provided in Section 7.7. Upon any
succession of the Trustee, the Fiscal Agent or the Paying Agent under this
Agreement, the predecessor Trustee, Fiscal Agent or Paying Agent, as the case
may be, shall be entitled to the payment of compensation and reimbursement
agreed to under this Agreement for services rendered and expenses incurred. The
Trustee, the Fiscal Agent or the Paying Agent shall not be liable for any action
or omission of any successor Trustee, 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

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<PAGE>
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 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.

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<PAGE>

          SECTION 7.9 APPOINTMENT OF CO-TRUSTEE, SEPARATE TRUSTEE, AGENTS OR
CUSTODIAN.

          (a) Notwithstanding any other provisions hereof, at any time, the
Trustee, the Depositor or, in the case of the Trust, the Certificateholders
evidencing more than 50% of the Aggregate Certificate Balance of the
Certificates then outstanding shall each have the power from time to time to
appoint one or more Persons to act either as co-trustees jointly with the
Trustee or as separate trustees, or as custodians, for the purpose of holding
title to, foreclosing or otherwise taking action with respect to any Mortgage
Loan outside the state where the Trustee has its principal place of business
where such separate trustee or co-trustee is necessary or advisable (or the
Trustee is advised by 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

                                     -130-
<PAGE>

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;

               (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

                                     -131-
<PAGE>

successor Custodian. Until such time as the Trustee appoints a successor
Custodian, the Trustee shall be the Custodian hereunder. Upon the appointment
of a successor custodian, the Trustee and the Custodian shall enter into a
custodial agreement.

          Section 7.10 AUTHENTICATING AGENTS.

          (a) The Paying Agent shall serve as the initial Authenticating Agent
hereunder for the purpose of executing and authenticating Certificates. Any
successor Authenticating Agent must be acceptable to the Depositor and must be a
corporation or national bank organized and doing business under the laws of the
United States of America or of any state and having a principal office and place
of business in the Borough of Manhattan in the City and State of New York,
having a combined capital and surplus of at least $50,000,000, authorized under
such laws to do a trust business and subject to supervision or examination by
federal or state authorities.

          (b) Any Person into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Authenticating Agent shall be a
party, or any Person succeeding to the corporate agency business of the
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

          (c) The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee and the Depositor.
The Trustee may at any time terminate the agency of the Authenticating Agent by
giving written notice of termination to the Authenticating Agent and the
Depositor; provided that the Trustee may not terminate the Paying Agent as
Authenticating Agent unless the Paying Agent shall be removed as Paying Agent
hereunder. Upon receiving a notice of resignation or upon such a termination, or
in case at any time the Authenticating Agent shall cease to be eligible in
accordance with the provisions of Section 7.10(a), the Trustee may appoint a
successor Authenticating Agent, shall give written notice of such appointment to
the Depositor and shall mail notice of such appointment to all Holders of
Certificates. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. No such Authenticating Agent shall be
appointed unless eligible under the provisions of Section 7.10(a). No
Authenticating Agent shall have responsibility or liability for any action taken
by it as such at the direction of the Trustee.

          Section 7.11 INDEMNIFICATION OF TRUSTEE, THE FISCAL AGENT AND THE
PAYING AGENT.

          (a) The Trustee, the 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

                                     -132-
<PAGE>

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 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 Sellers, each other and the
Holders of the Certificates written notice thereof promptly after a Responsible
Officer of the Trustee, the Fiscal Agent, the Certificate Registrar or the
Paying Agent, as the case may be, shall have knowledge thereof; provided,
however, that failure to give such notice to the Depositor, Master Servicer, the
Sellers, each other and the Holders of Certificates shall not affect the
Trustee's, Fiscal Agent's, Certificate Registrar's or Paying Agent's, as the
case may be, rights to indemnification herein unless the Depositor's defense of
such claim on behalf of the Trust is materially prejudiced thereby;

               (ii) while maintaining control over its own defense, the Trustee,
the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may
be, shall cooperate and consult fully with the Depositor in preparing such
defense; and

               (iii) notwithstanding anything to the contrary in this Section
7.11, the Trust shall not be liable for settlement of any such claim by the
Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the
case may be, entered into without the prior consent of the Depositor, which
consent shall not be unreasonably withheld.

          (b) The provisions of this Section 7.11 shall survive any termination
of this Agreement and the resignation or removal of the Trustee, the Fiscal
Agent, the Certificate Registrar or the Paying Agent, as the case may be.

          (c) The Depositor shall indemnify and hold harmless the Trustee, the
Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be,
their respective 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

                                     -133-
<PAGE>

Supplement or the Prospectus, or arises out of, or is based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein in light of the
circumstances under which they were made, not misleading and shall reimburse
the Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent,
as the case may be, their respective 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 Sellers 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

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Agent and the Paying Agent shall also be entitled to recover from the Trust all
reasonable unanticipated expenses and disbursements incurred or made by the
Trustee, the Fiscal Agent and the Paying Agent in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
reasonable expenses and disbursements of its counsel and other Persons not
regularly in its employ), not including expenses incurred in the ordinary
course of performing its duties as Trustee, 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), except any ongoing obligations to the Primary
Servicers arising after the termination of the Master Servicer from their
servicing rights and obligations under the applicable Primary Servicing
Agreement. In the Trustee's capacity as such successor, the Trustee shall have
the same limitations on liability granted to 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,

                                     -135-
<PAGE>

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 in such capacity as hereinabove provided.
Any entity designated by the Trustee as successor Master Servicer may be an
Affiliate of the Trustee; provided that, such Affiliate must meet the standards
for the Master Servicer as set forth herein. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree subject to Section 8.10. The Trustee and such successor
shall take such actions, consistent with this Agreement as shall be necessary
to effectuate any such succession. The 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).

                                     -136-
<PAGE>

          (d) Notwithstanding the above, the Trustee may, if the Trustee shall
be unwilling to so act, or shall, if it is unable to so act, appoint, or
petition a court of competent jurisdiction to appoint, any established
commercial or multifamily mortgage finance institution, special servicer or
mortgage servicing institution having a net worth of not less than $15,000,000,
and meeting such other standards for a successor Special Servicer as are set
forth in Section 9.21, and with respect to which Rating Agency Confirmation is
obtained, as the successor to the Special Servicer hereunder in the assumption
of all of the responsibilities, duties or liabilities of a special servicer as
Special Servicer hereunder. Pending any such appointment, the Trustee shall act
in such capacity as hereinabove provided. Any entity designated by the Trustee
as successor Special Servicer may be an Affiliate of the Trustee; provided that,
such Affiliate must meet the standards for a successor Special Servicer set
forth herein. In connection with such appointment and assumption, the Trustee
may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided that
no such compensation shall be in excess of that permitted to the 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 Sellers and the Certificateholders at
their respective addresses appearing on the Certificate Register.

                                     -137-
<PAGE>

          SECTION 7.16 REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE, THE
FISCAL AGENT AND THE PAYING AGENT.

          (a) The Trustee hereby represents and warrants as of the date hereof
that:

               (i) the Trustee is a national banking association, duly
organized, validly existing and in good standing under the laws governing its
creation and existence and has full power and authority to own its property, to
carry on its business as presently conducted, and to enter into and perform its
obligations under this Agreement;

               (ii) the execution and delivery by the Trustee of this Agreement
have been duly authorized by all necessary action on the part of the Trustee;
neither the execution and delivery of this Agreement, nor the consummation of
the transactions contemplated in this Agreement, nor compliance with the
provisions of this Agreement, will conflict with or result in a breach of, or
constitute a default under, (i) any of the provisions of any law, governmental
rule, regulation, judgment, decree or order binding on the Trustee or its
properties that would materially and adversely affect the Trustee's ability to
perform its obligations under this Agreement, (ii) the organizational documents
of the Trustee, or (iii) the terms of any material agreement or instrument to
which the Trustee is a party or by which it is bound; the Trustee is not in
default with respect to any order or decree of any court or any order,
regulation or demand of any federal, state, municipal or other governmental
agency, which default would materially and adversely affect its performance
under this Agreement;

               (iii) the execution, delivery and performance by the Trustee of
this Agreement and the consummation of the transactions contemplated by this
Agreement do not require the consent, approval, authorization or order of, the
giving of notice to or the registration with any state, federal or other
governmental authority or agency, except such as has been or will be obtained,
given, effected or taken in order for the Trustee to perform its obligations
under this Agreement;

               (iv) this Agreement has been duly executed and delivered by the
Trustee and, assuming due authorization, execution and delivery by the other
parties hereto, constitutes a valid and binding obligation of the Trustee,
enforceable against the Trustee in accordance with its terms, subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium and other similar laws affecting creditors' rights generally as from
time to time in effect, and to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law);
and

                  (v) no litigation is pending or, to the Trustee's knowledge,
threatened, against the Trustee that, either in one instance or in the
aggregate, would draw into question the validity of this Agreement, or which
would be likely to impair materially the ability of the Trustee to perform under
the terms of this Agreement.

          (b) The Fiscal Agent hereby represents and warrants as of the date
hereof that:

               (i) the Fiscal Agent is a foreign banking corporation duly
organized, validly existing and in good standing under the laws governing its
creation and

                                     -138-
<PAGE>

existence and has full corporate power and authority to own its property, to
carry on its business as presently conducted, and to enter into and perform its
obligations under this Agreement;

               (ii) the execution and delivery by the Fiscal Agent of this
Agreement have been duly authorized by all necessary corporate action on the
part of the Fiscal Agent; neither the execution and delivery of this Agreement,
nor the consummation of the transactions contemplated in this Agreement, nor
compliance with the provisions of this Agreement, will conflict with or result
in a breach of, or constitute a default under, (i) any of the provisions of any
law, governmental rule, regulation, judgment, decree or order binding on the
Fiscal Agent or its properties that would materially and adversely affect the
Fiscal Agent's ability to perform its obligations under this Agreement, (ii) the
organizational documents of the Fiscal Agent, or (iii) the terms of any material
agreement or instrument to which the Fiscal Agent is a party or by which it is
bound; the Fiscal Agent is not in default with respect to any order or decree of
any court or any order, regulation or demand of any federal, state, municipal or
other governmental agency, which default would materially and adversely affect
its performance under this Agreement;

               (iii) the execution, delivery and performance by the Fiscal Agent
of this Agreement and the consummation of the transactions contemplated by this
Agreement do not require the consent, approval, authorization or order of, the
giving of notice to, or the registration with, any state, federal or other
governmental authority or agency, except such as has been obtained, given,
effected or taken prior to the date hereof;

               (iv) this Agreement has been duly executed and delivered by the
Fiscal Agent and, assuming due authorization, execution and delivery by the
other parties hereto, constitutes a valid and binding obligation of the Fiscal
Agent, enforceable against the Fiscal Agent in accordance with its terms,
subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium and other similar laws affecting
creditors' rights generally as from time to time in effect, and to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law); and

               (v) no litigation is pending or, to the Fiscal Agent's knowledge,
threatened, against the Fiscal Agent that, either in any one instance or in the
aggregate, would draw into question the validity of this Agreement, or which
would be likely to impair materially the ability of the Fiscal Agent to perform
under the terms of this Agreement.

          (c) The Paying Agent hereby represents and warrants as of the date
hereof that:

               (i) the Paying Agent is a national banking association, duly
organized, validly existing and in good standing under the laws governing its
creation and existence and has full power and authority to own its property, to
carry on its business as presently conducted, and to enter into and perform its
obligations under this Agreement;

               (ii) the execution and delivery by the Paying Agent of this
Agreement have been duly authorized by all necessary action on the part of the
Paying Agent; neither the execution and delivery of this Agreement, nor the
consummation of the transactions

                                     -139-
<PAGE>

contemplated in this Agreement, nor compliance with the provisions of this
Agreement, will conflict with or result in a breach of, or constitute a default
under, (i) any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on the Paying Agent or its properties that
would materially and adversely affect the Paying Agent's ability to perform its
obligations under this Agreement, (ii) the organizational documents of the
Paying Agent, or (iii) the terms of any material agreement or instrument to
which the Paying Agent is a party or by which it is bound; the Paying Agent is
not in default with respect to any order or decree of any court or any order,
regulation or demand of any federal, state, municipal or other governmental
agency, which default would materially and adversely affect its performance
under this Agreement;

               (iii) the execution, delivery and performance by the Paying Agent
of this Agreement and the consummation of the transactions contemplated by this
Agreement do not require the consent, approval, authorization or order of, the
giving of notice to or the registration with any state, federal or other
governmental authority or agency, except such as has been or will be obtained,
given, effected or taken in order for the Paying Agent to perform its
obligations under this Agreement;

               (iv) this Agreement has been duly executed and delivered by the
Paying Agent and, assuming due authorization, execution and delivery by the
other parties hereto, constitutes a valid and binding obligation of the Paying
Agent, enforceable against the Paying Agent in accordance with its terms,
subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium and other similar laws affecting
creditors' rights generally as from time to time in effect, and to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law); and

               (v) there are no actions, suits or proceeding pending or, to the
best of the Paying Agent's knowledge, threatened, against the Paying Agent that,
either in one instance or in the aggregate, would draw into question the
validity of this Agreement, or which would be likely to impair materially the
ability of the Paying Agent to perform under the terms of this Agreement.

          SECTION 7.17 FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY
MAINTAINED BY THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT. Each of the
Trustee, the Fiscal Agent and the Paying Agent, at its own respective expense,
shall maintain in effect a Fidelity Bond and a Errors and Omissions Insurance
Policy. The Errors and Omissions Insurance Policy and Fidelity Bond shall be
issued by a Qualified Insurer in form and in amount customary for trustees,
fiscal agents or paying agents in similar transactions (unless the Trustee, the
Fiscal Agent or the Paying Agent, as the case may be, self insures as provided
below). In the event that any such Errors and Omissions Insurance Policy or
Fidelity Bond ceases to be in effect, the Trustee, the Fiscal Agent or the
Paying Agent, as the case may be, shall obtain a comparable replacement policy
or bond from an insurer or issuer meeting the requirements set forth above as
of the date of such replacement. So long as the long-term debt rating of the
Trustee, the Fiscal Agent or the Paying Agent, as the case may be, is not less
than "BBB" as rated by S&P, if rated by S&P and "Baa1" as rated by Moody's, if
rated by Moody's,

                                     -140-
<PAGE>

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 Agent. The Depositor shall
appoint a successor Luxembourg Paying Agent if necessary. The Depositor has
initially appointed Kredietbank S.A. Luxembourgeoise as the Luxembourg Paying
Agent and the Luxembourg Transfer Agent. 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;

                                     -141-
<PAGE>

               (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.


                                  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, for the benefit of the
holder of the related B Note, the Master Servicer shall service and administer
the Mortgage Loans and any B Note in accordance with the Servicing Standard and
the terms of this Agreement. Certain of the provisions of this Article VIII make
explicit reference to their applicability to Mortgage Loans and any B Note;
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 (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, the Certificateholders
and the holder of the related B Note, 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,
each Seller and, in the case of an A/B Mortgage Loan, the holder

                                     -142-
<PAGE>

of the related B Note, within two Business Days after becoming aware (x) that a
Servicing Transfer Event has occurred with respect to a Mortgage Loan or (y)
that a Mortgage Loan has become a Rehabilitated Mortgage Loan, which notice
shall identify the applicable Mortgage Loan and, in the case of an event
specified in clause (x) of this subclause (b) above, the Servicing Transfer
Event that occurred.

          (c) With respect to each Mortgage Loan that is subject to an
Environmental Insurance Policy, for as long as it is not a Specially Serviced
Mortgage Loan, if the Master Servicer has actual knowledge of any event giving
rise to a claim under an Environmental Insurance Policy, the Master Servicer or
the applicable Primary 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 "BBB" as rated by S&P and "Baa1" as
rated by Moody's, 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, subject to the Intercreditor Agreement), such
power and authority shall include, without limitation, the right, subject to the
terms hereof, (A) to execute and deliver, on behalf of the Certificateholders
(and in connection with any B Note, the holder of the B Note) and the

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Trustee, customary consents or waivers and other instruments and documents
(including, without limitation, estoppel certificates, financing statements,
continuation statements, title endorsements and reports and other documents and
instruments necessary to preserve and maintain the lien on the related
Mortgaged Property and related collateral), (B) to consent to assignments and
assumptions or substitutions, and transfers of interest of any Mortgagor, in
each case subject to and in accordance with the terms of the related Mortgage
Loan and Section 8.7, (C) to collect any Insurance Proceeds, (D) subject to
Section 8.7, to consent to any subordinate financings to be secured by any
related Mortgaged Property to the extent that such consent is required pursuant
to the terms of the related Mortgage or which otherwise is required, and,
subject to Section 8.7, to consent to any mezzanine debt to the extent such
consent is required pursuant to the terms of the related Mortgage; (E) to
consent to the application of any proceeds of insurance policies or
condemnation awards to the restoration of the related Mortgaged Property or
otherwise and to administer and monitor the application of such proceeds and
awards in accordance with the terms of the Mortgage Loan as the 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 Trustee, documents relating to the management, operation, maintenance,
repair, leasing and marketing of the related Mortgaged Properties, including
agreements and requests by the Mortgagor with respect to modifications of the
standards of operation and management of the Mortgaged Properties or the
replacement of asset managers, (G) to consent to any operation or action under
a Mortgage Loan that is contemplated or permitted under a Mortgage or other
documents evidencing or securing the applicable Mortgage Loan (either as a
matter of right or upon satisfaction of specified conditions), (H) to obtain,
release, waive or modify any term other than a Money Term of a Mortgage Loan
and related documents subject to and to the extent permitted by Section 8.18,
(I) to exercise all rights, powers and privileges granted or provided to the
holder of the Mortgage Notes and any B Note under the terms of the Mortgage,
including all rights of consent or approval thereunder, (J) to enter into lease
subordination agreements, non-disturbance and attornment agreements or other
leasing or rental arrangements which may be requested by the Mortgagor or the
Mortgagor's tenants, (K) to join the Mortgagor in granting, modifying or
releasing any easements, covenants, conditions, restrictions, equitable
servitudes, or land use or zoning requirements with respect to the Mortgaged
Properties to the extent such does not adversely affect the value of the
related Mortgage Loan or Mortgaged Property, (L) to execute and deliver, on
behalf of itself, the Trustee, the Trust (and, if applicable, the holder of the
B Note) or any of them, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge and all other
comparable instruments, with respect to the Mortgage Loans and with respect to
the Mortgaged Properties, and (M) hold in accordance with the terms of any
Mortgage Loan and this Agreement, Defeasance Collateral. 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,

                                     -144-
<PAGE>

except as specifically provided herein. The Master Servicer shall be required
to make all calculations and prepare all reports required hereunder with
respect to such Specially Serviced Mortgage Loans (other than calculations and
reports expressly required to be made by the 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
will 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, the Special Servicer or any of
the Primary Servicers 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).

                                     -145-
<PAGE>

          (e) The Master Servicer (or the Primary Servicers on its behalf) shall
segregate and hold all funds collected and received pursuant to any Mortgage
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 of any loss incurred in
respect of any such investment of funds immediately upon the realization

                                     -146-
<PAGE>

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 or the Primary Servicers on its behalf shall
process all defeasances of Mortgage Loans in accordance with the terms of the
Mortgage Loan documents, and shall be entitled to any fees paid relating
thereto. The 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 Single-Purpose Entity
(if the Mortgagor no longer complies) to

                                     -147-
<PAGE>

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, (a) if the payments described in
paragraph 39 of Exhibit 2 to the Mortgage Loan Purchase Agreements regarding
the obligation of a Mortgagor to pay the reasonable costs and expenses
associated with a defeasance of the related Mortgage Loan are insufficient to
reimburse the Trust, or (b) 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 in either case the sole obligation of the
related Seller shall be to pay an amount equal to such insufficiency or expense
to the extent the related Mortgagor is not required to pay them. Promptly upon
receipt of notice of such insufficiency or unpaid expense, the Master Servicer
shall request the related 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

                                     -148-
<PAGE>

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 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 an 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.

          SECTION 8.4 PRIMARY SERVICING AND SUB-SERVICING.

          (a) The parties hereto (A) acknowledge that the Master Servicer has
delegated certain of its obligations and assigned certain of its rights under
this Agreement to each of the Primary Servicers pursuant to the applicable
Primary Servicing Agreements; and (B) agree: (1) in addition to those
obligations specifically delegated by the Master Servicer to each Primary
Servicer under the applicable Primary Servicing Agreement, each Primary Servicer
shall also perform the Master Servicer's obligations set forth in Section 2.1(d)
of this Agreement as such Section relates to the Mortgage Loans serviced by it;
(2) in addition to those rights specifically granted by the Master Servicer to
each Primary Servicer under the applicable Primary Servicing Agreement, those
rights set forth in Section 8.24 hereof accruing to the benefit of the Master
Servicer shall also accrue to the benefit of each Primary Servicer; (3) any
indemnification or release from liability set forth in this Agreement accruing
to the benefit of the Master Servicer shall also, to the extent applicable,
benefit each Primary Servicer; and (4) for each notice, certification, report,
schedule, statement or other type of writing that a party hereto is obligated to
deliver to the Master Servicer, such party shall deliver to each Primary
Servicer a copy of such notice, certification, report, schedule, statement or
other type of writing at the time and in the same manner that any of the
foregoing is required to be delivered to the Master Servicer. Notwithstanding
the provisions of any Primary Servicing Agreement or any other provisions of
this Agreement, the Master Servicer shall remain obligated and liable to the
Trustee, the Paying Agent, the Special Servicer, the Certificateholders and the
holder of any B Note for servicing and administering of the Mortgage Loans in
accordance with the provisions of this Agreement to the same extent as if the
Master Servicer was alone servicing and administering the Mortgage Loans. The
Master Servicer or applicable Primary Servicer shall supervise, administer,
monitor, enforce and oversee the servicing of the applicable Mortgage Loans by
any Sub-Servicer appointed by it. The terms of any arrangement or agreement
between the Master Servicer or applicable Primary 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 or applicable Primary Servicer is terminated in
accordance with this Agreement or the applicable Primary Servicing Agreement. In
addition, none of the Trustee, the

                                     -149-
<PAGE>

Paying Agent, the Certificateholders 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 or applicable
Primary Servicer shall pay the costs of enforcement against any of its
Sub-Servicers at its own expense, but shall be reimbursed therefor only (i) from
a general recovery resulting from such enforcement only to the extent that such
recovery exceeds all amounts due in respect of the related Mortgage Loans or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed. Notwithstanding the provisions
of any primary servicing agreement or sub-servicing agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Master Servicer or applicable Primary Servicer or a Sub-Servicer, or reference
to actions taken through a Sub-Servicer or otherwise, the Master Servicer or
applicable Primary 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 in accordance with
(and subject to the limitations contained within) the provisions of this
Agreement or the applicable Primary Servicing Agreement without diminution of
such obligation or liability by virtue of indemnification from a Sub-Servicer
and to the same extent and under the same terms and conditions as if the Master
Servicer or applicable Primary Servicer alone were servicing and administering
the Mortgage Loans.

          (b) Subject to the limitations of subsection (a), the Master Servicer
and either Primary 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, provided, however, that any
decision or recommendation involving the exercise of a Primary Servicer's
discretion as a "lender" under any loan document with respect to a Mortgage Loan
shall be exercised only by the Primary Servicer and may not be delegated to a
Sub-Servicer.

          The Master Servicer shall enter into the Primary Servicing Agreements
with each of the Primary Servicers and shall not terminate such agreements
except in accordance with the terms thereof. To the extent consistent with the
rights of the Primary Servicers under this Agreement and the related Primary
Servicing Agreement, but not in limitation of any other rights granted to the
Primary Servicers in this Agreement and/or in the Primary Servicing Agreements,
each of the Primary Servicers shall have all of the rights and obligations of a
Sub-Servicer set forth herein.

          Notwithstanding any other provision set forth in this Agreement to
the contrary, (i) each Primary Servicer's rights and obligations under its
respective Primary Servicing Agreement shall expressly survive a termination of
the Master Servicer's servicing rights under this Agreement; provided that the
applicable Primary Servicing Agreement has not been terminated in accordance
with its provisions; (ii) any successor Master Servicer, including, without
limitation, the Trustee (if it assumes the servicing obligations of the Master
Servicer) shall be deemed to automatically assume and agree to each of the then
current Primary Servicing Agreements without further action upon becoming the
successor Master Servicer and (iii) this Agreement may not be modified in any
manner which would increase the obligations or limit the rights of a Primary
Servicer hereunder and/or under the applicable Primary Servicing Agreement,
without the prior written consent of such Primary Servicer (which consent shall
not be unreasonably withheld).

                                     -150-
<PAGE>

          If a task, right or obligation of Master Servicer is delegated to a
Primary Servicer under a Primary Servicing Agreement, and such task, right or
obligation involves or requires the consent of the Special Servicer, then the
Special Servicer shall accept the performance of such task, right or obligation
by the Primary Servicer in accordance with the terms of this Agreement
(including without limitation any time periods for consent or deemed consent to
be observed by the Special Servicer) as if Master Servicer were performing it.

          Notwithstanding any provision of this Agreement, each of the parties
hereto acknowledges and agrees that the Special Servicer is neither a party to
any Primary Servicing Agreement, nor is it bound by any provision of any
Primary Servicing Agreement. The Special Servicer hereby acknowledges the
delegation of rights and duties hereunder by the Master Servicer pursuant to
the provisions of each Primary Servicing Agreement.

          SECTION 8.5 SERVICERS MAY OWN CERTIFICATES. The Master Servicer and
any Primary Servicer and any agent of the Master Servicer or Primary 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 Primary
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.

          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 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 REO Mortgage 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.

          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

                                     -151-
<PAGE>

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
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 maintain or obtain insurance
coverage beyond what is reasonably available at a cost customarily acceptable
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 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 S&P and "A2" by Moody's, self-insures for its obligations
as set forth in the first paragraph of this Section 8.6. In the event that 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

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administrator and servicer of the Mortgage Loans, the Master Servicer agrees to
present, on its behalf and on behalf of the Trustee, claims under any such
master force placed or blanket insurance policy.

          With respect to each Mortgage Loan, the 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 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 pursuant to the provisions of any Mortgage 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 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 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,

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<PAGE>

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. The Special Servicer hereby acknowledges
the delegation of rights and duties hereunder by the Master Servicer pursuant
to the provisions of each Primary Servicing Agreement. If the Special Servicer
withholds consent pursuant to the provisions of this Agreement, it shall
provide the Master Servicer or any applicable Primary Servicer with a written
statement and a verbal explanation as to its reasoning and analysis. Upon
consent or deemed consent by the Special Servicer to such proposed assignment
and assumption, the Master Servicer shall process such request of the related
Mortgagor and shall be authorized to enter into an assignment and assumption or
substitution agreement with the Person to whom the related Mortgaged Property
has been or is proposed to be conveyed, and/or release the original Mortgagor
from liability under the related Mortgage Loan and substitute as obligor
thereunder the Person to whom the related Mortgaged Property has been or is
proposed to be conveyed; provided, however, that the 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 is in conformity to the terms of the related Mortgage
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.


          Notwithstanding the foregoing, the Special Servicer acknowledges that
the Master Servicer has delegated certain tasks, rights and obligations to
Primary Servicers with respect to Post Closing Requests (as defined in the
Primary Servicing Agreements) pursuant to Section 8.4 of this Agreement. The
Primary Servicing Agreements classify certain Post Closing Requests as Category
1 Requests (as defined in the Primary Servicing Agreements), in which Primary
Servicer has certain authority to evaluate and process such requests in
accordance with this Agreement, the applicable Primary Servicing Agreement and
applicable Mortgage Loan documents.

          With respect to a Category 1 Request that involves a condition, term
or provision that requires, or specifies a standard of, consent or approval of
the applicable Mortgagee under the Mortgage Loan documents, the Primary
Servicing Agreements provide for Master Servicer's determination of materiality
of such condition, term or provision requiring approval or consent and the
referral of such condition, term or provision to a Special Servicer for consent
in accordance with the terms of the Primary Servicing Agreements upon a
determination of

                                     -154-
<PAGE>

materiality. Special Servicer acknowledges such provisions. Nothing in this
Agreement, however, shall grant the Primary Servicers greater authority,
discretion or delegated rights over Post Closing Requests than are set forth in
the Primary Servicing Agreement.

          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 S&P and Moody's a memorandum outlining its
analysis and recommendation in accordance with the Servicing Standard, together
with copies of all relevant documentation. 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 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.

          (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 allowed
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.

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<PAGE>

          (d) The Trustee for the benefit of the Certificateholders and the
holder of any B Note 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 the provisions of the next succeeding
paragraph.

          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

                                     -156-
<PAGE>

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 Agreements regarding
the obligation of a Mortgagor to pay the reasonable costs and expenses of
obtaining any Rating Agency Confirmation in connection with an assumption of
the related Mortgage Loan are insufficient to reimburse the Trust, then it
shall be the sole obligation of the related 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 related
Seller to make such payment by deposit to the Certificate Account. The Master
Servicer may not waive such payment by the Mortgagor.

          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 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 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 or any B Note,
and with respect to the Mortgaged Properties held for the benefit of the
Certificateholders 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

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<PAGE>

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), 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), shall be held by the Master
Servicer for and on behalf of the Trustee and the Certificateholders (or the
holder of any B Note, 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) or otherwise
collected from the Mortgage Loans as provided in Section 5.2. The Master
Servicer shall be required to pay to each Primary Servicer its related Primary
Servicing Fees, which shall be payable by the Trust from amounts as provided in
Section 5.1(c), unless retained by the Primary Servicers from amounts
transferred to the Master Servicer in accordance with the terms of the Primary
Servicing Agreements. 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 or Primary Servicer, as
applicable, for any reason, it will continue to have the right to receive its
portion of the Excess Servicing Fee, and any of the holders of the right to
receive Excess Servicing Fees shall have the right to assign its portion of the
Excess Servicing Fee, whether or not it is then acting as Master Servicer or
Primary Servicer hereunder. The Master Servicer shall also be entitled to the
Primary Servicing Fee, which shall be payable by the Trust from amounts

                                     -158-
<PAGE>

held in the Certificate Account (or a sub-account thereof) or otherwise
collected from the Mortgage Loans as provided in Section 5.2, provided that the
Primary Servicing Fee payable to the Master Servicer shall only be collected
from the Mortgage Loans set forth on Schedule II, Schedule IV and Schedule V,
except as provided in Section 8.28(c).

          (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. 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.

          (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, no later than 5:00 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

                                     -159-
<PAGE>

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 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.

          (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

          (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 the following CMSA Reports with respect to the Mortgage Loans (and,
if applicable, the related REO Properties) 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 February
2002; (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 February 2002; (iv) a Loan Set-Up
File (with respect to the initial Distribution Date only) not later than the
Report Date in January 2002; (v) a Loan Periodic Update File not later than each
Report Date commencing in January 2002; (vi) a

                                     -160-
<PAGE>

Property File not later than each Report Date, commencing in March 2002; (vii)
a Delinquent Loan Status Report on each Report Date, commencing in February
2002; (viii) an Historical Loan Modification Report not later than each Report
Date, commencing in February 2002, (ix) an Historical Liquidation Report not
later than each Report Date, commencing in February 2002; and (x) an REO Status
Report on each Report Date, commencing in February 2002. 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 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), 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.

                                     -161-
<PAGE>

          (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 the Report Date in March of each year, commencing
in March 2002, an Officer's Certificate stating, as to the signer thereof, that
(A) a review of the activities of the 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.

          SECTION 8.13 ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT.
On or before noon (Eastern Time) on March 31 of each year (or March 30 if a
leap year), commencing in March 2002, 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 Primary
Servicers or Sub-Servicers, upon comparable reports of firms of independent
certified public accountants rendered on the basis of examinations conducted in
accordance with the same standards (rendered within one year of such report)
with respect to those Primary Servicers or Sub-Servicers.

                                     -162-
<PAGE>

          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 March 31, 2002, 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 operating
statements and rent rolls received from the related Mortgagor. Not later than
the Report Date occurring in July of each year, beginning in 2002, 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, 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. 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 and the Trustee, 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, 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, any Seller, any Primary Servicer, 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), 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

                                     -163-
<PAGE>

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 support the Master Servicer's determination that any
Advance was not or, if made, would not be, recoverable. The Trustee will be
permitted to require payment of a sum to be paid by the requesting party (other
than the Rating Agencies, the Trustee, the Paying Agent, 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 Primary Servicers, the Sellers, the Placement Agents,
the Underwriters, the Operating Adviser, any Certificateholder, any holder of a
B Note 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, any Certificateholder, any
Certificate Owner, any holder of a B Note, 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
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.

                                     -164-
<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 Primary
Servicers, the Sellers, any Placement Agent, any Underwriter, any Rating Agency
and/or the Certificateholders, the holder of a B Note 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 2001-TOP5 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, as applicable, subject to this Section 8.16 and the provisions of
Section 8.15, any information

                                     -165-
<PAGE>

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, every
calendar year beginning in 2002, or every second calendar year beginning in
2002 if the Principal Balance of the related Mortgage Loan is under $2 million;
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 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, any
Seller and any Primary Servicer. 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:

          (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 other than a Money Term of a Mortgage Loan that is not a Specially
Serviced Mortgage Loan,

                                     -166-
<PAGE>

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 on 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 (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
(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 such fee
without the Special Servicer's approval.


          Notwithstanding the foregoing, the Special Servicer acknowledges that
the Master Servicer has delegated certain tasks, rights and obligations to
Primary Servicers with respects to Post Closing Requests (as defined in the
Primary Servicing Agreements) pursuant to Section 8.4 of this Agreement. The
Primary Servicing Agreements classify certain Post Closing Requests as Category
1 Requests (as defined in the Primary Servicing Agreements), in which Primary
Servicer has certain authority to evaluate and process such requests in
accordance with this Agreement, the applicable Primary Servicing Agreement and
applicable Mortgage Loan documents.

                                     -167-
<PAGE>

          With respect to a Category 1 Request that involves a condition, term
or provision that requires, or specifies a standard of, consent or approval of
the applicable Mortgagee under the Mortgage Loan documents, the Primary
Servicing Agreements provide for Master Servicer's determination of materiality
of such condition, term or provision requiring approval or consent and the
referral of such condition, term or provision to a Special Servicer for consent
in accordance with the terms of the Primary Servicing Agreements upon a
determination of materiality. Special Servicer acknowledges such provisions.
Nothing in this Agreement, however, shall grant the Primary Servicers greater
authority, discretion or delegated rights over Post Closing Requests than are
set forth in the Primary Servicing Agreement.

               (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
extension is reasonably likely to produce a greater recovery to the Holders on a
net present value basis than liquidation of such Mortgage Loan and the Mortgagor
has obtained an executed written commitment (subject only to satisfaction of
conditions set forth therein) for refinancing of the Mortgage Loan or purchase
of the related Mortgaged Property. The 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 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.

          The parties hereto acknowledge that (a) if the payments described in
paragraph 42 of Exhibit 2 to Mortgage Loan Purchase Agreement II, Mortgage Loan
Purchase Agreement III and Mortgage Loan Purchase Agreement V regarding the
obligation of a related Mortgagor to pay the reasonable costs and expenses
associated with any substitution of the related Mortgaged Property are
insufficient to reimburse the Trust or (b) if the Trust incurs any Additional
Trust

                                     -168-
<PAGE>

Expense associated solely with the substitution of the Mortgaged Property
that is not required to be paid by the related 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 or
opinions of counsel, then in either case the sole obligation of the Seller
under Mortgage Loan Purchase Agreement II, Mortgage Loan Purchase Agreement III
and Mortgage Loan Purchase Agreement V, as applicable, shall be to pay an
amount equal to such insufficiency or expense to the extent the related
Mortgagor is not required to pay them. Promptly upon receipt of notice of such
insufficiency or unpaid expense, the Master Servicer shall request the related
Seller to make such payment by deposit to the Certificate Account.

          (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 of any
modification of the monthly payments of an A/B Mortgage Loan and such monthly
payments shall be allocated in accordance with the related Intercreditor
Agreement.

          (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 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. With respect to
any Mortgage Loan identified on Schedule XII as an "earnout loan," the Master
Servicer shall not consent to the release of any earnout reserve amounts unless
the Special Servicer shall have approved such release. The Master Servicer shall
promptly provide to the Special Servicer a written recommendation with respect
to the release of any earnout reserve amounts and the Master Servicer shall
process any such release.

          (e) Neither the Master Servicer nor any Primary Servicer will be
required to obtain a Rating Agency Confirmation in connection with this
Agreement unless the terms of this Agreement specifically requires the Master
Servicer to do so, and if so required by the terms of this Agreement, the Master
Servicer and any Primary 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.

                                     -169-
<PAGE>

          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, 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 XI 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 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;

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               (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;

               (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

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<PAGE>

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, the Primary Servicers 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 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, (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 and (z) assumes all obligations under the Primary Servicing
Agreements; (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

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Depositor, the Special Servicer, the Primary Servicers, the holder of the B
Note and the Trustee notice of such assignment and delegation; (ii) such
purchaser or transferee accepting such assignment and delegation executes and
delivers to the Depositor and the Trustee an agreement accepting such
assignment, which contains an assumption by such Person of the rights, powers,
duties, responsibilities, obligations and liabilities of the Master Servicer,
with like effect as if originally named as a party to this Agreement and the
Primary Servicing Agreements; (iii) the purchaser or transferee has assets in
excess of $15,000,000; (iv) such assignment and delegation is the subject of a
Rating Agency Confirmation; and (v) the Depositor consents to such assignment
and delegation, such consent not be unreasonably withheld. In the case of any
such assignment and delegation in accordance with the requirements of subclause
(B) of this Section, 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 Primary Servicers and 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
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 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, 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

                                     -173-
<PAGE>

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;

               (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

                                     -174-
<PAGE>

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.

          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,

                                     -175-
<PAGE>

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 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) Each Primary Servicer and any director, officer, employee or agent
thereof shall be indemnified by the Trust and held harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses incurred in
connection with any legal action relating to this Agreement, its related Primary
Servicing Agreement (but only if, and to the extent that, the Master Servicer
would have been entitled to indemnification therefor under this Agreement if it
were directly servicing the Mortgage Loan), any Mortgage Loans, any REO Property
or the Certificates or any exercise of any right under this Agreement or its
related Primary Servicing Agreement (limited as set forth above) reasonably
requiring the use of counsel or the incurring of expenses other than any loss,
liability or expense incurred by reason of a Primary Servicer's willful
misfeasance, bad faith or negligence in the performance of duties thereunder.
The applicable Primary Servicer shall assume the defense of any such claim (with
counsel reasonably satisfactory to the applicable Primary Servicer) and out of
the Trust pay all expenses in connection therewith, including counsel fees, and
out of the Trust promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. The
indemnification provided herein shall survive the termination of this Agreement
and the Primary Servicing Agreement. The Trustee, the Paying Agent or the Master
Servicer shall promptly make from the Certificate

                                     -176-
<PAGE>

Account any payments certified by a Primary Servicer to the Trustee and the
Paying Agent as required to be made to such Primary Servicer pursuant to this
Section 8.25.

          (d) Each Primary 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 applicable Primary Servicer's duties under this Agreement, its
related Primary Servicing Agreement or by reason of negligent disregard of the
applicable Primary Servicer's obligations and duties thereunder (including a
breach of such obligations a substantial motive of which is to obtain an
economic advantage from being released from such obligations), and if in any
such situation the applicable Primary Servicer is replaced, the parties hereto
agree that the amount of such claims, losses, penalties, fines, legal fees and
related costs, judgments, and other costs, liabilities, fees and expenses shall
at least equal the incremental costs, if any, of retaining a successor primary
servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent
or the Depositor, as applicable, shall immediately notify the applicable Primary
Servicer if a claim is made by any Person with respect to this Agreement, the
related Primary Servicing 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(d), whereupon the applicable
Primary Servicer shall assume the defense of any such claim (with counsel
reasonably satisfactory to the Trustee, the Fiscal Agent, the Special Servicer,
the Paying Agent or the Depositor, as applicable) and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the applicable Primary 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, the related Primary Servicing Agreement or otherwise, unless the
Primary Servicer's defense of such claim is materially prejudiced thereby. The
indemnification provided herein shall survive the termination of this Agreement
and the Primary Servicing 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 a Primary
Servicer shall be reimbursed by the party so paid, if a court of competent
jurisdiction makes a final, non-appealable judgment that the conduct of such
Primary Servicer was not culpable or that such Primary Servicer did not act with
willful misfeasance, bad faith or negligence.

          SECTION 8.26 EXCHANGE ACT REPORTING. 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 Depositor's
satisfying the reporting requirements in respect of the Trust under the
Exchange Act. The Paying Agent shall prepare, execute and file on behalf of the
Depositor with respect to the Trust any Forms 8-K and 10-K customary for
similar securities as required by the Exchange Act and the Rules and
Regulations of the Securities and Exchange 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. Any other
attachments to be filed

                                     -177-
<PAGE>

with any Form 8-K 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. Such EDGAR filings shall be at the expense
of the Depositor. The Paying Agent shall continue to make such filings until
such time as the Depositor notifies the Paying Agent that it has obtained from
the Securities and Exchange Commission a no-action letter or other exemptive
relief relating to reducing reporting requirements in respect of the Trust
under the Exchange Act and, in accordance with and to the extent permitted by
applicable law, has filed a Form 15 relating to the automatic termination of
reporting in respect of the Trust under the Exchange Act. Beginning on or
before January 31, 2002, the Depositor shall pay the Paying Agent before
January 31 of each year a fee of $5,000 as compensation for preparing and
filing such reports.

          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, 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) or (x) 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), (v), (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

                                     -178-
<PAGE>

               (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 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

               (vi) RESERVED

               (vii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar law for the
appointment of a conservator, receiver, liquidator, trustee or similar official
in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against 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
1assignment for the benefit of its

                                     -179-
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creditors, voluntarily suspend payment of its obligations, or take any
corporate action in furtherance of the foregoing; or

               (x) 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) Notwithstanding the foregoing, if the Event of Default of the
Master Servicer occurs primarily by reason of the occurrence of a "Primary
Servicing Default" (as hereinafter defined) (that is, it would not have occurred
but for (a) the occurrence of such Primary Servicing Default and (b) the Master
Servicer failure to cause the cure of such event) and the Trustee (or the
Trustee at the direction of the Certificateholders pursuant to Section 8.28
hereof) elects to terminate the Master Servicer, then Wells Fargo Bank, National
Association shall have the right to elect that the successor Master Servicer,
upon its succession, enter into a primary servicing agreement with Wells Fargo
Bank, National Association with respect to all Mortgage Loans as to which that
Primary Servicing Default occurred, so long as the initial Master Servicer is on
the approved list of commercial mortgage loan servicers maintained by S&P, and
such agreement shall be substantially in the form of Exhibit G-1 hereto (but as
if Wells Fargo Bank, National Association were the Primary Servicer or
Sub-Servicer thereunder and with applicable servicing fees and excess fees as
specified on the Mortgage Loan Schedule); and, in the case of an agreement in
the form of Exhibit G-1, thereupon Wells Fargo Bank, National Association shall
be deemed to have been granted the rights and deemed to have assumed the
obligations granted to or imposed on "Primary Servicers" hereunder as to such
Mortgage Loans (and under such Primary Servicing Agreement). For purposes of the
preceding sentence, a "Primary Servicing Default" means an "event of default" of
the related Primary Servicer under the related Primary Servicing Agreement of
Principal Capital Management, LLC or of the related sub-servicer under the
related sub-servicing agreement (in effect as of the date hereof) of GMAC
Commercial Mortgage Corporation. 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) or (x) 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 that are not then subject to a
Primary Servicing Agreement, so long as the terminated Master Servicer is on the
approved list of commercial mortgage loan servicers maintained by S&P.

          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

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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 Agencies,
notified the Master Servicer of such designation and such successor servicer
shall have assumed the Master Servicer's obligations and responsibilities
hereunder and under the Primary Servicing Agreements, as set forth in an
agreement substantially in the form hereof, with respect to the Mortgage Loans
and, in the circumstances set forth in the last sentence of Section 8.28(c),
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

                                     -181-
<PAGE>

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 and the terms of the Primary
Servicing Agreements, 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 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 Primary Servicing Agreements (and 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(c).

                                     -182-
<PAGE>

                                   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 A/B Mortgage Loan, for the benefit of the
holder of the related B Note, 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. Certain of the
provisions of this Article IX make explicit reference to their applicability to
Mortgage Loans 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 (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.

                                     -183-
<PAGE>

          (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) 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. 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 "BBB" as
rated by S&P and "A2" as rated by Moody's, 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, of the appointment of any
Sub-Servicer of the Special Servicer.

                                     -184-
<PAGE>

          SECTION 9.4 SPECIAL SERVICER GENERAL POWERS AND DUTIES.

          (a) Subject to the other terms and provisions of this Agreement, 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, 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 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, 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, 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, if applicable), be deemed to be the
agent of the Trust (or holder of a B Note, 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

                                     -185-
<PAGE>

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, 2002); 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 the Operating Adviser copies of the Inspection Reports
relating to such inspections as soon as practicable after the completion of any
inspection.

          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

                                     -186-
<PAGE>

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 S&P and Moody's a memorandum outlining its analysis and
recommendation in accordance with the Servicing Standard, together with copies
of all relevant documentation. The Special Servicer shall also prepare and
provide S&P and Moody's with such memorandum and documentation for all
transfer, assumption and encumbrance consents granted for Mortgage Loans below
the threshold set forth above, but for which the Special Servicer's decision
will be sufficient and a Rating Agency Confirmation is not required. As to any
Mortgage Loan that is not a Specially Serviced Mortgage Loan and contains a
provision in the nature of a "due-on-sale" clause, 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

                                     -187-
<PAGE>

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 increase the recovery on the
Specially Serviced Mortgage Loan to Certificateholders on a net present value
basis (the relevant discounting of amounts that will be distributable to
Certificateholders to be performed at related Mortgage Rate), (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 that is a
Specially Serviced Mortgage Loan, shall notify the holder of the B Note of any
modification of the monthly payments of an A/B Mortgage Loan and such monthly
payments shall be allocated in accordance with the related Intercreditor
Agreement.

          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 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

                                     -188-
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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 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 related 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 related 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 ss. 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

                                     -189-
<PAGE>

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.

          (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.

          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 delivered, the Special Servicer shall deliver written approval of such
delivery to the Master Servicer.

                                     -190-
<PAGE>

          (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 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.

                                     -191-
<PAGE>


          (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) 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).

          (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
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);

                                     -192-
<PAGE>

               (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.

          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


                                     -193-
<PAGE>

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 maintained a master force placed or blanket
insurance policy insuring against hazard losses on all of the applicable
Mortgage Loans serviced by it, it being understood and agreed that such policy
may contain a deductible clause on terms substantially equivalent to those
commercially available and maintained by comparable servicers consistent with
the Servicing Standard, and provided that such policy is issued by a Qualified
Insurer with a minimum claims paying ability rating of at least "A-" by S&P and
"A2" by Moody's or otherwise approved by the Rating Agencies or (ii) if the
Special Servicer, provided that the rating of such Person's long-term debt is
not less than "A-" by S&P and "A2" by Moody's self-insures for its obligations
as set forth in the first paragraph of this Section 9.9. In the event that the
Special Servicer shall cause any Mortgage Loan to be covered by such a master
force placed or blanket insurance policy, the

                                     -194-
<PAGE>

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 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, 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 and
(iii) the Work-Out 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 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

                                     -195-
<PAGE>

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) and (ii) 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. 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). 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 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

                                     -196-
<PAGE>

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 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 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 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

                                     -197-
<PAGE>

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, taken as a collective whole), including, without limitation,
releasing the lien of the related Mortgage. If the Special Servicer determines
that a material possibility exists that Liquidation Expenses with respect to
Mortgaged Property (taking into account the cost of bringing it into compliance
with applicable Environmental Laws) would exceed the Principal Balance of the
related Mortgage Loan, 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

                                     -198-
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the Trust (and the holder of the related B Note if in connection with an A/B
Mortgage Loan), shall sell the REO Property expeditiously, but in any event
within the time period, and subject to the conditions, set forth in Section
9.15. Subject to Section 9.15, the 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) 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) 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 2001-TOP5 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 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.

                                     -199-
<PAGE>

          (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 the A/B Mortgage Loan, the holder of the related B
Note and the Trust as a collective whole), 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 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

                                     -200-
<PAGE>

               (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) 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 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;

                                     -201-
<PAGE>

               (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
consistent with the objective of maximizing proceeds for all Certificateholders,
but in no event later than the end of the third calendar year following the end
of the year of its acquisition, and in any event prior to the 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

                                     -202-
<PAGE>

Servicer shall not bid less than the fair market value set forth in such
Appraisal. Neither any 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) 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 in connection with an
A/B Mortgage Loan) 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.

          (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 31 of each calendar year (or March 30 if a leap year),
commencing in March 2002, 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


                                     -203-
<PAGE>

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.

          SECTION 9.19 ANNUAL INDEPENDENT ACCOUNTANTS' SERVICING REPORT. On or
before noon (Eastern Time) on March 31 of each calendar year (or March 30 if a
leap year), beginning with March 2002, 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 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.

          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.

                                     -204-
<PAGE>

          (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.

          (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
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 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,
the Primary Servicers 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.

                                     -205-
<PAGE>

          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 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
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 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 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

                                     -206-
<PAGE>

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;

               (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

                                     -207-
<PAGE>

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.

          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 in each case 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

                                     -208-
<PAGE>

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 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.

          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 (other than payments with respect to REO Income). If, however,
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

                                     -209-
<PAGE>

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 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

                                     -210-
<PAGE>

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 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; (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; or (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; or (ix) 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 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.

          (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

                                     -211-
<PAGE>

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 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) or (ix), and

                                     -212-
<PAGE>

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
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).

          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

                                     -213-
<PAGE>

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 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 will 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, 2002, (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 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.

                                     -214-
<PAGE>

          (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 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 or the Primary Servicing Agreements, as applicable;
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.

          (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;

                                     -215-
<PAGE>

               (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).

          (a) The holder of Certificates evidencing the greatest percentage
interest in the Controlling Class, the Special Servicer and each Seller (other
than (i) Wells Fargo Bank, National Association and (ii) solely with respect to
the A Note, Morgan Stanley Dean Witter Mortgage Capital Inc.) 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 from the Trust
at a price equal to the Option Purchase Price upon receipt of notice from the
Special 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

                                     -216-
<PAGE>

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 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

                                     -217-
<PAGE>

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.

          (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) 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 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 related 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.

                                     -218-
<PAGE>

          (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 GMAC Institutional Advisors LLC,
a wholly-owned subsidiary of GMAC Commercial Mortgage Corporation. 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
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.

                                     -219-
<PAGE>

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;


               (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;

                                     -220-
<PAGE>

               (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 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 monetary term (including the timing of
payments) or any material non-monetary 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;

                                     -221-
<PAGE>

          (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;

          (j) any consent to the Mortgage Loan  borrower's execution,
modification or termination of any lease for space greater than 15,000 square
feet;

          (k) any consent to a proposed budget presented by the Mortgage Loan
borrower for approval;

          (l) any approval of a material capital expenditure;

          (m) any waiver of Late Fees and default interest; and

          (n) any replacement of the property manager.

          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.

          Neither the Master Servicer nor the Special Servicer, as applicable,
shall take any of the actions described in clauses (b), (d), (f) through (j),
and (l) through (n) without the prior written consent (or deemed consent) of
the holder of the B Note. Notwithstanding the foregoing, neither the Master
Servicer nor the Special Servicer, as applicable, by virtue of this Section
9.40, shall be required to take any action that would violate the Servicing
Standard, and neither the Master Servicer nor the Special Servicer, as
applicable, shall be prohibited from taking any action that it is required to
take or from not taking any action that it should not take, in any case
pursuant to the Servicing Standard and this Agreement, and, for the avoidance
of doubt, may, in

                                     -222-
<PAGE>

its sole discretion, reject any advice, direction or lack of consent of the
holder of the B Note or the operating advisor appointed on its behalf.


                                   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 Certificate
Balance of the Certificates, after giving effect to distributions of principal
made on the next Distribution Date, is less than or equal to one percent (1%) of
the initial Aggregate Certificate Balance of the Certificates as of the Cut-Off
Date. The Trustee shall promptly forward such notice to the Depositor, the
Master Servicer, the Special Servicer and the Holders of the Class R-I
Certificates, and the Master Servicer, the Special Servicer and the Holders of
the Class R-I Certificates, in such priority (and in the case of the Class R-I
Certificateholders, a majority of the Class R-I Certificateholders), may
purchase, in whole only, the Mortgage Loans and any other property, if any,
remaining in the Trust. 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

                                     -223-
<PAGE>

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 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 termination of the Trust, any funds or other property
held by the Class N Grantor Trust shall be distributed to the Class N
Certificateholders, on a pro rata basis, whether or not the respective
Certificate Balances thereof have been reduced to zero.

          (e) 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

                                     -224-
<PAGE>

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 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,

                                     -225-
<PAGE>

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; 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

                                     -226-
<PAGE>

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 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.

                                     -227-
<PAGE>

          (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.

          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.

                                     -228-
<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. 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 Regular Certificates and the Residual
Certificates.

          An election will be made by the Paying Agent to treat the segregated
pool of assets consisting of the REMIC I Regular Interests as a REMIC ("REMIC
II") under the Code. Such election will be made on Form 1066 or other
appropriate federal tax or information return or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
REMIC II Interests are issued. For the purposes of such election, the REMIC II
Regular Interests shall be designated as the "regular interests" in REMIC II
and the Class R-II Certificates shall be designated as the sole Class of the
"residual interests" in REMIC II.

          An election will be made by the Paying Agent to treat the segregated
pool of assets consisting of the REMIC II Regular Interests as a REMIC ("REMIC
III") under the Code. Such election will be made on Form 1066 or other
appropriate federal tax or information return or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
REMIC III Certificates are issued. For purposes of such election, the Class
A-1, Class A-2, Class A-3, Class A-4, Class 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 and Class N 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.

                                     -229-
<PAGE>

          The assets of the Class N Grantor Trust, consisting of the right to
any Excess Interest in respect of the ARD Loans and the Excess Interest
Sub-account, shall be held by the Trustee for the benefit of the Holders of the
Class N Grantor Trust Interest represented by the Class N Certificates, which
Class N Certificates, in the aggregate, will evidence 100% beneficial ownership
of such assets from and after the Closing Date. It is intended that the portion
of the Trust consisting of the Class N Grantor Trust will be treated as a
grantor trust for federal income tax purposes, and each of the parties to this
Agreement agrees that it will not take any action that is inconsistent with
establishing or maintaining such treatment. The Trustee shall be deemed to hold
and shall account for the Class N Grantor Trust separate and apart from the
assets of any REMIC I, REMIC II and REMIC III created hereunder.

          (c) The Paying Agent shall pay all routine tax related expenses (not
including any taxes, however denominated, including any additions to tax,
penalties and interest) of each REMIC Pool, excluding any professional fees or
extraordinary expenses related to audits or any administrative or judicial
proceedings with respect to each REMIC Pool that involve the Internal Revenue
Service or state tax authorities.

          (d) The Paying Agent shall cause to be prepared, signed, and timely
filed with the Internal Revenue Service, on behalf of each REMIC Pool, an
application for a taxpayer identification number for such REMIC Pool on Internal
Revenue Service Form SS-4. The Paying Agent, upon receipt from the Internal
Revenue Service of the Notice of Taxpayer Identification Number Assigned, shall
promptly forward a copy of such notice to the Depositor and the Master 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

                                     -230-
<PAGE>

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 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

                                     -231-
<PAGE>

such Residual Certificate, to such delegation to the Paying Agent as their
agent and attorney in fact. If the Code or applicable regulations prohibits the
Paying Agent from signing any applicable Internal Revenue Service, court or
other administrative documents or from acting as Tax Matters Person (as an
agent or otherwise), the Paying Agent shall take whatever action is necessary
for the signing of such documents and designation of a Tax Matters Person,
including the designation of such Residual Certificateholder. The Paying Agent
shall not be required to expend or risk its own funds or otherwise incur any
other financial liability in the performance of its duties hereunder or in the
exercise of any of its rights or powers (except to the extent of the ordinary
expenses of performing its duties under this Agreement), if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

          (i) The Trustee, the Paying Agent, the Holders of the Residual
Certificates, the Master 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 and the Class N Grantor Trust as a grantor trust or,
as appropriate, adopt a plan of complete liquidation with respect to each REMIC
Pool.

          (j) The Trustee, the Paying Agent, the Master 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)) or (iii) endanger the status of the Class N Grantor
Trust unless the Trustee and the Paying Agent have received an Opinion of
Counsel (at the expense of the party seeking to take such action) to the effect
that the contemplated action will not endanger such status or result in the
imposition of such a tax. Any action required under this section which would
result in an unusual or unexpected expense shall be undertaken at the expense of
the party seeking the Trustee, the Paying Agent or the Holders of the Residual
Certificates to undertake such action. Under no circumstances may the Trustee
vary the assets of the Class N Grantor Trust so as to take advantage of
variations in the market so as to improve the rate of return of Holders of the
Class N Certificates.

          (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

                                     -232-
<PAGE>

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, and with respect to the Class N Grantor
Trust, on the cash or accrual method and so as to enable reporting to Holders of
Class N Certificates based on their annual accounting period. Notwithstanding
anything to the contrary contained herein, except to the extent provided
otherwise in the Mortgage Loans or in the Mortgages, all amounts collected on
the Mortgage Loans shall, for federal income tax purposes, be allocated first to
interest due and payable on the Mortgage Loans (including interest on overdue
interest, other than additional interest at a penalty rate payable following a
default). The books and records must be sufficient concerning the nature and
amount of each REMIC Pool's investments to show that such REMIC Pool has
complied with the REMIC Provisions.

          (m) Neither the Trustee, the Paying Agent, the Master 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.

                                     -233-
<PAGE>

          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 best reasonable 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 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 December 2008.

          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

                                     -234-
<PAGE>

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 Treas. Reg. Sec. 1.860G-2(B) of the Code) or (ii) such modification meets
the requirements set forth in Sections 8.18 or 9.5.

          SECTION 12.4 LIABILITY WITH RESPECT TO CERTAIN TAXES AND LOSS OF
REMIC STATUS. In the event that any REMIC Pool fails to qualify as a REMIC,
loses its status as a REMIC, or incurs state or local taxes, or tax as a result
of a prohibited transaction or prohibited contribution subject to taxation
under the REMIC Provisions due to the negligent performance by either the
Trustee or the Paying Agent of its respective duties and obligations set forth
herein, the Trustee or the Paying Agent, as the case may be, shall be liable to
the REMIC Pools and the Holders of the Residual Certificates for any and all
losses, claims, damages, liabilities or expenses ("Losses") resulting from such
negligence and relating to the Residual Certificates; provided, however, that
the Trustee, or the Paying Agent, as applicable, shall not be liable for any
such Losses attributable to the action or inaction of the Master 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 GRANTOR TRUST REPORTING. The parties intend that the
portions of the Trust consisting of the Class N Grantor Trust shall constitute,
and that the affairs of the Trust (exclusive of the REMIC Pools) shall be
conducted so as to qualify such portion as, a "grantor trust" under the Code,
and the provisions hereof shall be interpreted consistently with this
intention. In furtherance of such intention, the Paying Agent shall furnish or
cause to be furnished to the Class N Certificateholders and shall file, or
cause to be filed with the Internal Revenue Service, together with Form 1041 or
such other form as may be applicable, information returns with respect to
income relating to their shares of the income and expenses of the Class N
Grantor Trust, at the time or times and in the manner required by the Code.


                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

          SECTION 13.1 BINDING NATURE OF AGREEMENT. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

                                     -235-
<PAGE>

          SECTION 13.2 ENTIRE AGREEMENT. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof, and supersedes all prior and contemporaneous agreements,
understandings, inducements and conditions, express or implied, oral or
written, of any nature whatsoever with respect to the subject matter hereof.
The express terms hereof control and supersede any course of performance or
usage of the trade inconsistent with any of the terms hereof.

          SECTION 13.3 AMENDMENT.

          (a) This Agreement may be amended from time to time by the parties
hereto, without notice to or the consent of any of the Holders, (i) to cure any
ambiguity, (ii) to cause the provisions herein to conform to or be consistent
with or in furtherance of the statements made with respect to the Certificates,
the Trust or this Agreement in the Private Placement Memorandum, the Preliminary
Prospectus Supplement, the Final Prospectus Supplement or the Prospectus, or to
correct or supplement any provision herein which may be inconsistent with any
other provisions herein, (iii) to amend any provision hereof to the extent
necessary or desirable to maintain the status of each REMIC Pool as a REMIC (or
the interest represented by the Class N Grantor Trust Interest as a grantor
trust) for the purposes of federal income tax law (or comparable provisions of
state income tax law), (iv) to make any other provisions with respect to matters
or questions arising under or with respect to this Agreement not inconsistent
with the provisions hereof, (v) to modify, add to or eliminate the provisions of
Article III relating to transfers of Residual Certificates, (vi) to amend any
provision herein to the extent necessary or desirable to list the Certificates
on a stock exchange, including, without limitation, the appointment of one or
more sub-paying agents and the requirement that certain information be delivered
to such sub-paying agents or (vii) to make any other amendment which does not
adversely affect in any material respect the interests of any Certificateholder
(unless such Certificateholder consents). No such amendment effected pursuant to
clause (i), (ii) or (iv) of the preceding sentence shall (A) adversely affect in
any material respect the interests of any Holder not consenting thereto, and no
amendment shall adversely affect the status of any REMIC Pool as a REMIC (or the
Class N Grantor Trust as a grantor trust) without the consent of 100% of the
Certificateholders or (B) adversely affect the status of any REMIC Pool as a
REMIC (or the Class N Grantor Trust as a grantor trust). Prior to entering into
any amendment without the consent of Holders pursuant to this paragraph, the
Trustee may require an Opinion of Counsel and a Nondisqualification Opinion (in
the case of clauses (i), (ii) and (iii), at the expense of the Depositor, and
otherwise at the expense of the party requesting such amendment, except that if
the Trustee requests such amendment, such amendment shall be at the expense of
the Depositor, if the Depositor consents), to the effect that such amendment is
permitted under this paragraph. Any such amendment shall be deemed not to
adversely affect in any material economic respect any Holder if the Trustee
receives a Rating Agency Confirmation from each Rating Agency (and any Opinion
of Counsel requested by the Trustee in connection with any such amendment may
rely expressly on such confirmation as the basis therefor).

          (b) This Agreement may also be amended from time to time by the
agreement of the parties hereto (without the consent of the Certificateholders)
and with the written confirmation of the Rating Agencies that such amendment
would not cause the ratings on any Class of Certificates to be qualified,
withdrawn or downgraded; provided, however, that such amendment may not effect
any of the items set forth in clauses (i) through (iv) of the proviso in

                                     -236-
<PAGE>

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
Special Servicer's, the Trustee's or the Fiscal Agent's obligation to Advance or
alter the Servicing Standard except as may be necessary or desirable to comply
with the REMIC Provisions or (iv) adversely affect the status of any REMIC Pool
as a REMIC for federal income tax purposes (as evidenced by a
Nondisqualification Opinion) or the Class N Grantor Trust as a grantor trust,
without the consent of 100% of the Certificateholders (including the Class R-I,
Class R-II and Class R-III Certificateholders); provided that no such amendment
may modify Section 8.18 of this Agreement without Rating Agency Confirmation.
The Trustee may request, at its option, to receive a Nondisqualification Opinion
and an Opinion of Counsel that any amendment pursuant to this Section 13.3(c) is
permitted by this Agreement at the expense of the party requesting the
amendment.

          (d) The costs and expenses associated with any such amendment shall be
borne by the Depositor in the case the Trustee is the party requesting such
amendment or if pursuant to clauses (i), (ii) and (iii) of Section 13.3(a). In
all other cases, the costs and expenses shall be borne by the party requesting
the amendment.

          (e) Promptly after the execution of any such amendment, the Trustee
shall furnish written notification of the substance of such amendment to each
Holder, the Depositor and to the Rating Agencies.

          (f) It shall not be necessary for the consent of Holders under this
Section 13.3 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Holders shall be in the affirmative and in writing and
shall be subject to such reasonable regulations as the Trustee may prescribe.

          (g) Notwithstanding anything to the contrary contained in this Section
13.3, the parties hereto agree that this Agreement may not be amended in any
manner that is reasonably likely to have an adverse effect on any Primary
Servicer without first obtaining the written consent of such Primary Servicer.

                                     -237-
<PAGE>

          (h) Notwithstanding the fact that the provisions in Section 13.3(c)
would otherwise apply, with respect to any amendment that significantly modifies
the permitted activities of the Trustee, any Primary Servicer, the Master
Servicer or the Special Servicer, any Certificate beneficially owned by a Seller
or any of its Affiliates shall be deemed not to be outstanding (and shall not be
considered when determining the percentage of Certificateholders consenting or
when calculating the total number of Certificates entitled to consent) for
purposes of determining if the requisite consents of Certificateholders under
this Section 13.3 have been obtained.

          Section 13.4 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
APPLIED IN NEW YORK.

          SECTION 13.5 NOTICES. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given when
received by (A)in the case of the Depositor, Morgan Stanley Dean Witter Capital
I Inc., 1585 Broadway, New York, New York 10036, Attention: Cecilia Tarrant,
with a copy to the attention of the General Counsel; (B)in the case of the
Trustee and the Fiscal Agent at the Corporate Trust Office; (C) in the case of
the Master Servicer, Wells Fargo Bank, National Association, 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 Special Servicer, GMAC Commercial Mortgage Corporation,
550 California Street, 12th Floor, San Francisco, California 94104, Attention:
Henry Bieber (with a copy to General Counsel at such address); (E)in the case
of Principal, Principal Capital Management, LLC, 801 Grand Avenue, Des Moines
Iowa 50392, Attention: Patrick Halter, with a copy to Karen Pearston, Esq.; (F)
[reserved]; (G) in the case of BSF, Bear, Stearns Funding, Inc., 245 Park
Avenue, New York, New York 10167, Attention: J. Christopher Hoeffel, Senior
Managing Director, Commercial Mortgage Department, with copies to the attention
of Joseph T. Jurkowski, Jr., Managing Director, Legal Department; (H) in the
case of MSDWMC, Morgan Stanley Dean Witter Mortgage Capital Inc., 1585
Broadway, New York, New York 10036, Attention: Cecilia Tarrant, with a copy to:
Morgan Stanley Dean Witter Capital I Inc., 1585 Broadway, New York, New York
10036, Attention: General Counsel; (I) in the case of the initial Operating
Adviser, GMAC Institutional Advisors, LLC, Attention: Shari Figi, 550
California Street, 12th Floor, San Francisco, California, 94104; (J) in the
case of the Paying Agent, Wells Fargo Bank Minnesota, National Association,
11000 Broken Land Parkway, Columbia, Maryland 21044-3562, Attention: Corporate
Trust Services (CMBS) Morgan Stanley Dean Witter Capital I Inc., Series
2001-TOP5; (K) in the case of the initial holder of a B Note, as specified in
the Intercreditor Agreement and (L) in the case of the Luxembourg Paying Agent,
Kredeitbank S.A. Luxembourgeoise, 43 Boulevard Royal L-2955, Luxembourg,
Attention: Marc Pedretti, 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

                                     -238-
<PAGE>

this Agreement shall be conclusively presumed to have been duly given, whether
or not the Holder receives such notice.

          SECTION 13.6 SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement or of the
Certificates or the rights of the Holders thereof.

          SECTION 13.7 Indulgences; No Waivers. Neither the failure nor any
delay on the part of a party to exercise any right, remedy, power or privilege
under this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy, power or privilege preclude any other or
further exercise of the same or of any other right, remedy, power or privilege,
nor shall any waiver of any right, remedy, power or privilege with respect to
any occurrence be construed as a waiver of such right, remedy, power or
privilege with respect to any other occurrence. No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such
waiver.

          SECTION 13.8 HEADINGS NOT TO AFFECT INTERPRETATION. The headings
contained in this Agreement are for convenience of reference only, and shall
not be used in the interpretation hereof.

          SECTION 13.9 BENEFITS OF AGREEMENT. Nothing in this Agreement or in
the Certificates, express or implied, shall give to any Person, other than the
parties to this Agreement (including the Primary Servicers to the extent
applicable to such Primary Servicer) and their successors hereunder and the
Holders of the Certificates, any benefit or any legal or equitable right,
power, remedy or claim under this Agreement; provided, however, that the
Mortgagors set forth on Schedule 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;

               (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;

                                     -239-
<PAGE>

               (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 Moody's, to:

          Moody's Investors Service, Inc.
          99 Church Street
          New York, NY 10009
          Attention: Structured Finance Commercial Real Estate Monitoring

          If to S&P, to:

          Standard & Poor's Ratings Services
          55 Water Street
          New York, NY 10041
          Attention: Commercial Mortgage Surveillance Manager

          or at such address as shall be provided in writing to the
Depositor by such Rating Agency.

          (c) The Trustee, or in the case of clauses (i) and (ii), the successor
trustee shall give prompt notice to the Rating Agencies of the occurrence of any
of the following events:

               (i) the resignation or removal of the Trustee pursuant to Section
7.6; or

               (ii) the appointment of a successor trustee pursuant to Section
7.7; or

               (iii) the appointment of a successor Operating Adviser pursuant
to Section 9.37.

                                     -240-
<PAGE>

          (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 Primary Servicers and the Special
Servicer each of the reports required to be delivered by the Master Servicer to
the Primary Servicers and 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 Trustee, for the benefit of the
Certificateholders, of a security interest in all of the Depositor's right,
title, and interest, whether now owned or hereafter acquired, in and to:

               (i) All accounts, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, certificates of deposit, goods,
letters of credit, advices of credit and investment property consisting of,
arising from or relating to any of the property described in clauses (1)-(4)
below: (1) the Mortgage Loans, including the related Mortgage Notes, Mortgages,
security agreements, and title, hazard and other insurance policies identified
on the Mortgage Loan Schedule, including all Qualified Substitute Mortgage
Loans, all distributions with respect thereto payable on and after the Cut-Off
Date, and the Mortgage Files; (2) the Distribution Account, all REO Accounts,
and the Certificate 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
Agreements;

               (ii) All accounts, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, certificates of deposit, goods,
letters of credit, advices of

                                     -241-
<PAGE>

credit, investment property, and other rights arising from or by virtue of the
disposition of, or collections with respect to, or insurance proceeds payable
with respect to, or claims against other Persons with respect to, all or any
part of the collateral described in clause (A) above (including any accrued
discount realized on liquidation of any investment purchased at a discount);
and

          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 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 Sellers will pay the ongoing
monitoring fees of the Rating Agencies relating to the rating of the
Certificates and that no monitoring fees are payable

                                     -242-
<PAGE>

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).

          SECTION 13.15 ACKNOWLEDGEMENT BY PRIMARY SERVICERS. Each of the
Primary Servicers agrees, to the extent applicable to such Primary Servicer and
the Mortgage Loans serviced by such Primary Servicer, to be bound by the terms
of Sections 5.1(g), 8.3, 8.4, 8.7, 8.10, 8.18 and 8.25(d) of this Agreement.


                                     -243-
<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/ Cecilia Tarrant
                                            -------------------
                                        Name: Cecilia Tarrant
                                        Title: Vice President


                                        WELLS FARGO BANK, NATIONAL
                                        ASSOCIATION, as Master Servicer

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


                                        GMAC COMMERCIAL MORTGAGE
                                        CORPORATION, as Special Servicer

                                        By: /s/ Henry J. Bieber
                                            -------------------
                                        Name: Henry J. Bieber
                                        Title: Senior Vice President


                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee

                                        By: /s/ Anne M. Kelly
                                            -----------------
                                        Name: Anne M. Kelly
                                        Title: Assistant Vice President



<PAGE>


                                         ABN AMRO BANK N.V., as Fiscal Agent


                                         By: /s/ Brian D. Ames
                                             -----------------
                                         Name: Brian D. Ames
                                         Title: Vice President

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


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

                                         By: /s/ Amy Doyle
                                             -------------
                                         Name: Amy Doyle
                                         Title: Assistant Vice President


                                         PRINCIPAL CAPITAL MANAGEMENT, LLC,
                                         acting solely in its capacity as
                                         Primary Servicer with respect to the
                                         sections referred to in Section 13.15
                                         of the Agreement

                                         By: /s/ Pat G. Halter
                                             -----------------
                                         Name: Pat G. Halter
                                         Title: Senior Managing Director-C.R.E.

                                         By: /s/ R. Best
                                             -----------
                                         Name: R. Best
                                         Title: Managing Director

<PAGE>

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

          On this __ day of December, 2001, before me, a notary public in and
for said State, personally appeared _____________, 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.

                                                  _________________________
                                                         Notary Public

<PAGE>


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

          On this ___ day of December, 2001, before me, a notary public in and
for said State, personally appeared ____________, 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 of ___________________, 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.

                                                    ________________________
                                                          Notary Public



                                      -2-
<PAGE>


STATE OF   )
           )  ss.:
COUNTY OF  )

          On the ______ day of December, 2001, before me, a notary public in
and for said State, personally appeared ___________________ known to me to be a
of _______________, 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.

                                                     ________________________
                                                           Notary Public


                                      -3-
<PAGE>


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

          On this ___ day of December, 2001, before me, a notary public in and
for said State, personally appeared __________________, 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 ____________, and
acknowledged to me that such nationally chartered bank 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.

                                                       _______________________
                                                            Notary Public

                                      -4-
<PAGE>


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

          On this ___ day of December, 2001, before me, a notary public in and
for said State, personally appeared __________________, 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 _______________,
and acknowledged to me that such nationally chartered bank 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.

                                                       _______________________
                                                            Notary Public



                                      -5-
<PAGE>


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

          On this ___ day of December, 2001, before me, a notary public in and
for said State, personally appeared __________________, 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 ________________
and acknowledged to me that such nationally chartered bank 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.

                                                       ______________________
                                                            Notary Public


                                      -6-

<PAGE>
STATE OF NEW YORK   )
                    )  ss.:
COUNTY OF NEW YORK  )

          On this ___ day of December, 2001, before me, a notary public in and
for said State, personally appeared __________________, 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
___________________ and acknowledged to me that such nationally chartered bank
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.


<PAGE>

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



                    WELLS FARGO BANK, NATIONAL ASSOCIATION,
                              AS MASTER SERVICER,



                     GMAC COMMERCIAL MORTGAGE CORPORATION,
                             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 DECEMBER 1, 2001

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

                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                               Series 2001-TOP5



<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 2001-TOP5

<TABLE>
<CAPTION>
<S>                                                                   <C>
INITIAL PASS-THROUGH RATE:  5.02%                                     MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                      ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF DECEMBER 1, 2001
                                                                      SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: DECEMBER 1, 2001                                        CORPORATION

CLOSING DATE: DECEMBER 27, 2001                                       PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                      ASSOCIATION
FIRST DISTRIBUTION DATE: JANUARY 15, 2001
                                                                      PRIMARY SERVICER: PRINCIPAL CAPITAL MANAGEMENT, LLC
AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF
THE CLOSING DATE:  $126,668,000                                       TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION

CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE           FISCAL AGENT:  ABN AMRO BANK N.V.
CLOSING DATE:  $126,668,000
                                                                      CUSIP NO. 61746W LQ 1
No.  A-1-1
</TABLE>

                             CLASS A-1 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of
a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                   MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class A-1 Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the
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 2001-TOP5 and are issued in the Classes specified in the
Pooling and Servicing Agreement. The Certificates will evidence in the
aggregate 100% of the beneficial ownership of the Trust.

                   This Certificate does not purport to summarize the Pooling
and Servicing Agreement and reference is made to that Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and obligations
of the Trustee and the Paying Agent. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement, as amended from time to
time, the Certificateholder by virtue of the acceptance hereof assents and by
which the Certificateholder is bound. In the case of any conflict between
terms specified in this Certificate and terms specified in the Pooling and
Servicing Agreement, the terms of the Pooling and Servicing Agreement shall
govern.

                   Distributions of principal of and interest on this
Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a
Business Day, the next succeeding Business Day (a "Distribution Date")
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"). All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.

                   Interest on this Certificate will accrue (computed as if
each year consisted of 360 days and each month consisted of 30 days) during
the Interest Accrual Period relating to such Distribution Date at the
Pass-Through Rate on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate"s pro rata share of the amount to be distributed on the
Certificates of this Class as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Pooling and Servicing Agreement.

                   Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                   Realized Losses, Expense Losses and interest shortfalls on
the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

                   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and



<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:  December 27, 2001


                         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>
<CAPTION>
<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
<TABLE>
<CAPTION>
<S>                  <C>
-----------------------------------------------------------------------------------------------------------------
                    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.
</TABLE>



<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 2001-TOP5
<TABLE>
<CAPTION>
<S>                                                                      <C>
INITIAL PASS-THROUGH RATE:  5.90%                                        MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                         ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF DECEMBER 1, 2001
                                                                         SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: DECEMBER 1, 2001                                           CORPORATION

CLOSING DATE: DECEMBER 27, 2001                                          PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                         ASSOCIATION
FIRST DISTRIBUTION DATE: JANUARY 15, 2001
                                                                         PRIMARY SERVICER:  PRINCIPAL CAPITAL MANAGEMENT,
AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-2 CERTIFICATES AS OF        LLC
THE CLOSING DATE:  $105,432,000
                                                                         TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE BALANCE OF THIS CLASS A-2 CERTIFICATE AS OF THE
CLOSING DATE:  $105,432,000                                              FISCAL AGENT:  ABN AMRO BANK N.V.

No.  A-2-1                                                               CUSIP NO. 61746W LR 9
</TABLE>


                            CLASS A-2 CERTIFICATE



evidencing a beneficial ownership interest in a Trust, consisting primarily of
a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                   MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class A-2 Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the
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 2001-TOP5 and are issued in the Classes specified in the
Pooling and Servicing Agreement. The Certificates will evidence in the
aggregate 100% of the beneficial ownership of the Trust.

                   This Certificate does not purport to summarize the Pooling
and Servicing Agreement and reference is made to that Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and obligations
of the Trustee and the Paying Agent. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement, as amended from time to
time, the Certificateholder by virtue of the acceptance hereof assents and by
which the Certificateholder is bound. In the case of any conflict between
terms specified in this Certificate and terms specified in the Pooling and
Servicing Agreement, the terms of the Pooling and Servicing Agreement shall
govern.

                   Distributions of principal of and interest on this
Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a
Business Day, the next succeeding Business Day (a "Distribution Date")
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"). All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.

                   Interest on this Certificate will accrue (computed as if
each year consisted of 360 days and each month consisted of 30 days) during
the Interest Accrual Period relating to such Distribution Date at the
Pass-Through Rate on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate"s pro rata share of the amount to be distributed on the
Certificates of this Class as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Pooling and Servicing Agreement.

                   Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                   Realized Losses, Expense Losses and interest shortfalls on
the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

                   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and



<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:  December 27, 2001


                         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>
<CAPTION>
<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

<TABLE>
<CAPTION>
<S>                           <C>
-----------------------------------------------------------------------------------------------------------------
                    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.
</TABLE>



<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

                        [FORM OF CLASS A-3 CERTIFICATE]

THIS CLASS A-3 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE 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 2001-TOP5
<TABLE>
<CAPTION>
<S>                                                                      <C>
INITIAL PASS-THROUGH RATE:  6.16%                                        MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                         ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF DECEMBER 1, 2001
                                                                         SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: DECEMBER 1, 2001                                           CORPORATION

CLOSING DATE: DECEMBER 27, 2001                                          PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                         ASSOCIATION
FIRST DISTRIBUTION DATE: JANUARY 15, 2001
                                                                         PRIMARY SERVICER:  PRINCIPAL CAPITAL MANAGEMENT,
AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-3 CERTIFICATES AS OF        LLC
THE CLOSING DATE:  $136,593,000
                                                                         TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE BALANCE OF THIS CLASS A-3 CERTIFICATE AS OF THE
CLOSING DATE:  $136,593,000                                              FISCAL AGENT:  ABN AMRO BANK N.V.

No.  A-3-1                                                               CUSIP NO. 61746W LS 7
</TABLE>


                            CLASS A-3 CERTIFICATE



evidencing a beneficial ownership interest in a Trust, consisting primarily of
a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                   MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class A-3 Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the
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-3 Certificates. The Certificates are designated as the
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-TOP5 and are issued in the Classes specified in the
Pooling and Servicing Agreement. The Certificates will evidence in the
aggregate 100% of the beneficial ownership of the Trust.

                   This Certificate does not purport to summarize the Pooling
and Servicing Agreement and reference is made to that Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and obligations
of the Trustee and the Paying Agent. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement, as amended from time to
time, the Certificateholder by virtue of the acceptance hereof assents and by
which the Certificateholder is bound. In the case of any conflict between
terms specified in this Certificate and terms specified in the Pooling and
Servicing Agreement, the terms of the Pooling and Servicing Agreement shall
govern.

                   Distributions of principal of and interest on this
Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a
Business Day, the next succeeding Business Day (a "Distribution Date")
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"). All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.

                   Interest on this Certificate will accrue (computed as if
each year consisted of 360 days and each month consisted of 30 days) during
the Interest Accrual Period relating to such Distribution Date at the
Pass-Through Rate on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate"s pro rata share of the amount to be distributed on the
Certificates of this Class as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Pooling and Servicing Agreement.

                   Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                   Realized Losses, Expense Losses and interest shortfalls on
the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and



<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:  December 27, 2001


                         CERTIFICATE OF AUTHENTICATION

         THIS IS ONE OF THE CLASS A-3 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>
<CAPTION>
<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

<TABLE>
<CAPTION>
<S>                <C>
-----------------------------------------------------------------------------------------------------------------
                    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.
</TABLE>



<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-4

                        [FORM OF CLASS A-4 CERTIFICATE]


THIS CLASS A-4 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE 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-4 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE
PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.



<PAGE>



                   MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                               SERIES 2001-TOP5
<TABLE>
<CAPTION>
<S>                                                                      <C>
INITIAL PASS-THROUGH RATE:  6.39%                                        MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                         ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF DECEMBER 1, 2001
                                                                         SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: DECEMBER 1, 2001                                           CORPORATION

CLOSING DATE: DECEMBER 27, 2001                                          PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                         ASSOCIATION
FIRST DISTRIBUTION DATE: JANUARY 15, 2001
                                                                         PRIMARY SERVICER:  PRINCIPAL CAPITAL MANAGEMENT,
AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-4 CERTIFICATES AS OF        LLC
THE CLOSING DATE:  $517,000,000
                                                                         TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE BALANCE OF THIS CLASS A-4 CERTIFICATE AS OF THE
CLOSING DATE:  $400,000,000                                              FISCAL AGENT:  ABN AMRO BANK N.V.

No.  A-4-1                                                               CUSIP NO. 61746W LT 5
</TABLE>

                            CLASS A-4 CERTIFICATE



evidencing a beneficial ownership interest in a Trust, consisting primarily of
a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                   MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class A-4 Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the
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-3 Certificates. The Certificates are designated as the
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-TOP5 and are issued in the Classes specified in the
Pooling and Servicing Agreement. The Certificates will evidence in the
aggregate 100% of the beneficial ownership of the Trust.

                   This Certificate does not purport to summarize the Pooling
and Servicing Agreement and reference is made to that Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and obligations
of the Trustee and the Paying Agent. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement, as amended from time to
time, the Certificateholder by virtue of the acceptance hereof assents and by
which the Certificateholder is bound. In the case of any conflict between
terms specified in this Certificate and terms specified in the Pooling and
Servicing Agreement, the terms of the Pooling and Servicing Agreement shall
govern.

                   Distributions of principal of and interest on this
Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a
Business Day, the next succeeding Business Day (a "Distribution Date")
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"). All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.

                   Interest on this Certificate will accrue (computed as if
each year consisted of 360 days and each month consisted of 30 days) during
the Interest Accrual Period relating to such Distribution Date at the
Pass-Through Rate on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate"s pro rata share of the amount to be distributed on the
Certificates of this Class as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Pooling and Servicing Agreement.

                   Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                   Realized Losses, Expense Losses and interest shortfalls on
the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

                   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and



<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:  December 27, 2001


                         CERTIFICATE OF AUTHENTICATION

         THIS IS ONE OF THE CLASS A-4 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>
<CAPTION>
<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

<TABLE>
<CAPTION>
<S>                 <C>
-----------------------------------------------------------------------------------------------------------------
                    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.
</TABLE>



<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-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.

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 2001-TOP5
<TABLE>
<CAPTION>
<S>                                                                      <C>
INITIAL PASS-THROUGH RATE  6.56%                                         MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                         ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF DECEMBER 1, 2001
                                                                         SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: DECEMBER 1, 2001                                           CORPORATION

CLOSING DATE: DECEMBER 27, 2001                                          PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                         ASSOCIATION
FIRST DISTRIBUTION DATE: JANUARY 15, 2001
                                                                         PRIMARY SERVICER:  PRINCIPAL CAPITAL MANAGEMENT,
AGGREGATE CERTIFICATE BALANCE OF THE CLASS B  CERTIFICATES AS OF         LLC
THE CLOSING DATE:  $31,259,000
                                                                         TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE BALANCE OF THIS CLASS B  CERTIFICATE AS OF THE
CLOSING DATE:  $31,259,000                                               FISCAL AGENT:  ABN AMRO BANK N.V.

No.  B-1                                                                 CUSIP NO.  61746W LU 2
</TABLE>


                             CLASS B CERTIFICATE


evidencing a beneficial ownership interest in a Trust, consisting primarily of
a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                   MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class B Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean
Witter Capital I Inc. (hereinafter called the "Depositor", which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee,
the Fiscal Agent, the Paying Agent, the Certificate Registrar, the 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 2001-TOP5 and are issued in the Classes specified in the
Pooling and Servicing Agreement. The Certificates will evidence in the
aggregate 100% of the beneficial ownership of the Trust.

                   This Certificate does not purport to summarize the Pooling
and Servicing Agreement and reference is made to that Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and obligations
of the Trustee and the Paying Agent. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement, as amended from time to
time, the Certificateholder by virtue of the acceptance hereof assents and by
which the Certificateholder is bound. In the case of any conflict between
terms specified in this Certificate and terms specified in the Pooling and
Servicing Agreement, the terms of the Pooling and Servicing Agreement shall
govern.

                   Distributions of principal of and interest on this
Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a
Business Day, the next succeeding Business Day (a "Distribution Date")
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"). All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.

                   Interest on this Certificate will accrue (computed as if
each year consisted of 360 days and each month consisted of 30 days) during
the Interest Accrual Period relating to such Distribution Date at the
Pass-Through Rate on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate"s pro rata share of the amount to be distributed on the
Certificates of this Class as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Pooling and Servicing Agreement.

                   Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                   Realized Losses, Expense Losses and interest shortfalls on
the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

                   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and



<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: December 27, 2001


                         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>
<CAPTION>
<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
<TABLE>
<CAPTION>
<S>                 <C>
-----------------------------------------------------------------------------------------------------------------
                    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.
</TABLE>



<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.

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 2001-TOP5
<TABLE>
<CAPTION>
<S>                                                                       <C>
INITIAL PASS-THROUGH RATE:  6.72%                                         MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                          ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF DECEMBER 1, 2001
                                                                          SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: DECEMBER 1, 2001                                            CORPORATION

CLOSING DATE: DECEMBER 27, 2001                                           PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                          ASSOCIATION
FIRST DISTRIBUTION DATE: JANUARY 15, 2001
                                                                          PRIMARY SERVICER:  PRINCIPAL CAPITAL MANAGEMENT,
AGGREGATE CERTIFICATE BALANCE OF THE CLASS C  CERTIFICATES AS OF          LLC
THE CLOSING DATE:  $28,655,000
                                                                          TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE BALANCE OF THIS CLASS C  CERTIFICATE AS OF THE
CLOSING DATE:  $28,655,000                                                FISCAL AGENT:  ABN AMRO BANK N.V.

No. C-1                                                                   CUSIP NO.  61746W LV 0
</TABLE>


                             CLASS C CERTIFICATE


evidencing a beneficial ownership interest in a Trust, consisting primarily of
a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                   MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class C Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean
Witter Capital I Inc. (hereinafter called the "Depositor", which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee,
the Fiscal Agent, the Paying Agent, the Certificate Registrar, the 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 2001-TOP5 and are issued in the Classes specified in the
Pooling and Servicing Agreement. The Certificates will evidence in the
aggregate 100% of the beneficial ownership of the Trust.

                   This Certificate does not purport to summarize the Pooling
and Servicing Agreement and reference is made to that Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and obligations
of the Trustee and the Paying Agent. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement, as amended from time to
time, the Certificateholder by virtue of the acceptance hereof assents and by
which the Certificateholder is bound. In the case of any conflict between
terms specified in this Certificate and terms specified in the Pooling and
Servicing Agreement, the terms of the Pooling and Servicing Agreement shall
govern.

                   Distributions of principal of and interest on this
Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a
Business Day, the next succeeding Business Day (a "Distribution Date")
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"). All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.

                   Interest on this Certificate will accrue (computed as if
each year consisted of 360 days and each month consisted of 30 days) during
the Interest Accrual Period relating to such Distribution Date at the
Pass-Through Rate on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate"s pro rata share of the amount to be distributed on the
Certificates of this Class as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Pooling and Servicing Agreement.

                   Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                   Realized Losses, Expense Losses and interest shortfalls on
the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

                   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and



<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: December 27, 2001


                         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>
<CAPTION>
<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
<TABLE>
<CAPTION>
<S>                <C>
-----------------------------------------------------------------------------------------------------------------
                    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.
</TABLE>



<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 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 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



<PAGE>


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 2001-TOP5

<TABLE>
<CAPTION>
<S>                                                                      <C>
INITIAL PASS-THROUGH RATE:  6.82%                                        MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                         ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF DECEMBER 1, 2001
                                                                         SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: DECEMBER 1, 2001                                           CORPORATION

CLOSING DATE: DECEMBER 27, 2001                                          PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                         ASSOCIATION
FIRST DISTRIBUTION DATE: JANUARY 15, 2001
                                                                         PRIMARY SERVICER:  PRINCIPAL CAPITAL MANAGEMENT,
AGGREGATE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES AS OF          LLC
THE CLOSING DATE:  $10,420,000
                                                                         TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE BALANCE OF THIS CLASS D CERTIFICATE AS OF THE
CLOSING DATE:  $10,420,000 (SUBJECT TO SCHEDULE OF EXCHANGES             FISCAL AGENT:  ABN AMRO BANK N.V.
ATTACHED)
                                                                         CUSIP NO.  61746W LZ 1
No.  D-1
</TABLE>


                             CLASS D CERTIFICATE


evidencing a beneficial ownership interest in a Trust, consisting primarily of
a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                   MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class D Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean
Witter Capital I Inc. (hereinafter called the "Depositor", which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee,
the Fiscal Agent, the Paying Agent, the Certificate Registrar, the 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 D Certificates. The Certificates are
designated as the Morgan Stanley Dean Witter Capital I Inc., Commercial
Mortgage Pass-Through Certificates, Series 2001-TOP5 and are issued in the
Classes specified in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust.

                   This Certificate does not purport to summarize the Pooling
and Servicing Agreement and reference is made to that Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and obligations
of the Trustee and the Paying Agent. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement, as amended from time to
time, the Certificateholder by virtue of the acceptance hereof assents and by
which the Certificateholder is bound. In the case of any conflict between
terms specified in this Certificate and terms specified in the Pooling and
Servicing Agreement, the terms of the Pooling and Servicing Agreement shall
govern.

                   Distributions of principal of and interest on this
Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a
Business Day, the next succeeding Business Day (a "Distribution Date")
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"). All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.

                   Interest on this Certificate will accrue (computed as if
each year consisted of 360 days and each month consisted of 30 days) during
the Interest Accrual Period relating to such Distribution Date at the
Pass-Through Rate on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate"s pro rata share of the amount to be distributed on the
Certificates of this Class as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Pooling and Servicing Agreement.

                   Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                   Realized Losses, Expense Losses and interest shortfalls on
the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.



<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: December 27, 2001


                         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>
<CAPTION>
<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

<TABLE>
<CAPTION>
<S>                 <C>
-----------------------------------------------------------------------------------------------------------------
                    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.
</TABLE>



<PAGE>



                           DISTRIBUTION INSTRUCTIONS

    The assignee should include the following for purposes of distribution:

                  Distributions shall be made, by wire transfer or otherwise,
in immediately available funds to_____________ for the account of
_________________________________________________ account number
______________ or, if mailed by check, to __________________________________.
Statements should be mailed to _________________________. This information is
provided by assignee named above, or _______________________, as its agent.



<PAGE>



                    [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                 SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

 The following exchanges of a part of this Global Certificate have been made:





<PAGE>



                                  EXHIBIT A-8

                         [FORM OF CLASS E CERTIFICATE]



THIS CLASS E CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE INITIAL 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 E CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO
THIS CLASS E CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE
PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF



<PAGE>


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 2001-TOP5
<TABLE>
<CAPTION>
<S>                                                                       <C>
INITIAL PASS-THROUGH RATE: 6.96%                                         MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                         ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF DECEMBER 1, 2001
                                                                         SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: DECEMBER 1, 2001                                           CORPORATION

CLOSING DATE: DECEMBER 27, 2001                                          PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                         ASSOCIATION
FIRST DISTRIBUTION DATE: JANUARY 15, 2001
                                                                         PRIMARY SERVICER:  PRINCIPAL CAPITAL MANAGEMENT,
AGGREGATE CERTIFICATE BALANCE OF THE CLASS E CERTIFICATES AS OF          LLC
THE CLOSING DATE:  $20,840,000
                                                                         TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE BALANCE OF THIS CLASS E CERTIFICATE AS OF THE
CLOSING DATE:  $20,840,000 (SUBJECT TO SCHEDULE OF EXCHANGES             FISCAL AGENT:  ABN AMRO BANK N.V.
ATTACHED)
                                                                         CUSIP NO. 61746W MA 5
No.  E-1
</TABLE>


                             CLASS E CERTIFICATE


evidencing a beneficial ownership interest in a Trust, consisting primarily of
a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                   MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class E Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean
Witter Capital I Inc. (hereinafter called the "Depositor", which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee,
the Fiscal Agent, the Paying Agent, the Certificate Registrar, the 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 2001-TOP5 and are issued in the
Classes specified in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust.

                   This Certificate does not purport to summarize the Pooling
and Servicing Agreement and reference is made to that Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and obligations
of the Trustee and the Paying Agent. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement, as amended from time to
time, the Certificateholder by virtue of the acceptance hereof assents and by
which the Certificateholder is bound. In the case of any conflict between
terms specified in this Certificate and terms specified in the Pooling and
Servicing Agreement, the terms of the Pooling and Servicing Agreement shall
govern.

                   Distributions of principal of and interest on this
Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a
Business Day, the next succeeding Business Day (a "Distribution Date")
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"). All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.

                   Interest on this Certificate will accrue (computed as if
each year consisted of 360 days and each month consisted of 30 days) during
the Interest Accrual Period relating to such Distribution Date at the
Pass-Through Rate on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate"s pro rata share of the amount to be distributed on the
Certificates of this Class as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Pooling and Servicing Agreement.

                   Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                   Realized Losses, Expense Losses and interest shortfalls on
the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.



<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:  December 27, 2001


                         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>
<CAPTION>
<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

<TABLE>
<CAPTION>
<S>                 <C>
-----------------------------------------------------------------------------------------------------------------
                    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.
</TABLE>



<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.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF
THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY
IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS F CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO
THIS CLASS F CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE
PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF



<PAGE>


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 2001-TOP5

<TABLE>
<CAPTION>
<S>                                                                      <C>
INITIAL PASS-THROUGH RATE: 7.19%                                         MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                         ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF DECEMBER 1, 2001
                                                                         SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: DECEMBER 1, 2001                                           CORPORATION

CLOSING DATE: DECEMBER 27, 2001                                          PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                         ASSOCIATION
FIRST DISTRIBUTION DATE: JANUARY 15, 2001
                                                                         PRIMARY SERVICER:  PRINCIPAL CAPITAL MANAGEMENT,
AGGREGATE CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES AS OF          LLC
THE CLOSING DATE:  $13,025,000
                                                                         TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE BALANCE OF THIS CLASS F CERTIFICATE AS OF THE
CLOSING DATE: $13,025,000 (SUBJECT TO SCHEDULE OF EXCHANGES              FISCAL AGENT:  ABN AMRO BANK N.V.
ATTACHED)
                                                                         CUSIP NO.  61746W MB 3
No. F-1
</TABLE>


                             CLASS F CERTIFICATE


evidencing a beneficial ownership interest in a Trust, consisting primarily of
a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                   MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class F Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean
Witter Capital I Inc. (hereinafter called the "Depositor", which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee,
the Fiscal Agent, the Paying Agent, the Certificate Registrar, the 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 2001-TOP5 and are issued in the
Classes specified in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust.

                   This Certificate does not purport to summarize the Pooling
and Servicing Agreement and reference is made to that Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and obligations
of the Trustee and the Paying Agent. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement, as amended from time to
time, the Certificateholder by virtue of the acceptance hereof assents and by
which the Certificateholder is bound. In the case of any conflict between
terms specified in this Certificate and terms specified in the Pooling and
Servicing Agreement, the terms of the Pooling and Servicing Agreement shall
govern.

                   Distributions of principal of and interest on this
Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a
Business Day, the next succeeding Business Day (a "Distribution Date")
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"). All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.

                   Interest on this Certificate will accrue (computed as if
each year consisted of 360 days and each month consisted of 30 days) during
the Interest Accrual Period relating to such Distribution Date at the
Pass-Through Rate on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate"s pro rata share of the amount to be distributed on the
Certificates of this Class as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Pooling and Servicing Agreement.

                   Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                   Realized Losses, Expense Losses and interest shortfalls on
the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.



<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: December 27, 2001


                         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>
<CAPTION>
<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

<TABLE>
<CAPTION>
<S>                 <C>
-----------------------------------------------------------------------------------------------------------------
                    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.
</TABLE>



<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 2001-TOP5

<TABLE>
<CAPTION>
<S>                                                                        <C>
INITIAL PASS-THROUGH RATE:  6.00%                                        MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                         ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF DECEMBER 1, 2001
                                                                         SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: DECEMBER 1, 2001                                           CORPORATION

CLOSING DATE: DECEMBER 27, 2001                                          PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                         ASSOCIATION
FIRST DISTRIBUTION DATE: JANUARY 15, 2001
                                                                         PRIMARY SERVICER:  PRINCIPAL CAPITAL MANAGEMENT,
AGGREGATE CERTIFICATE BALANCE OF THE CLASS G CERTIFICATES AS OF          LLC
THE CLOSING DATE:  $10,420,000
                                                                         TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE BALANCE OF THIS CLASS G CERTIFICATE AS OF THE
CLOSING DATE: $10,420,000 (SUBJECT TO SCHEDULE OF EXCHANGES              FISCAL AGENT:  ABN AMRO BANK N.V.
ATTACHED)
                                                                         CUSIP NO.  61746W MC 1
No. G-1
</TABLE>



                             CLASS G CERTIFICATE



evidencing a beneficial ownership interest in a Trust, consisting primarily of
a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class G Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean
Witter Capital I Inc. (hereinafter called the "Depositor", which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee,
the Fiscal Agent, the Paying Agent, the Certificate Registrar, the 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 2001-TOP5 and are issued in the
Classes specified in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust.

                   This Certificate does not purport to summarize the Pooling
and Servicing Agreement and reference is made to that Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and obligations
of the Trustee and the Paying Agent. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement, as amended from time to
time, the Certificateholder by virtue of the acceptance hereof assents and by
which the Certificateholder is bound. In the case of any conflict between
terms specified in this Certificate and terms specified in the Pooling and
Servicing Agreement, the terms of the Pooling and Servicing Agreement shall
govern.

                   Distributions of principal of and interest on this
Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a
Business Day, the next succeeding Business Day (a "Distribution Date")
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"). All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.

                   Interest on this Certificate will accrue (computed as if
each year consisted of 360 days and each month consisted of 30 days) during
the Interest Accrual Period relating to such Distribution Date at the
Pass-Through Rate on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate"s pro rata share of the amount to be distributed on the
Certificates of this Class as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Pooling and Servicing Agreement.

                   Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                   Realized Losses, Expense Losses and interest shortfalls on
the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.



<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: December 27, 2001


                         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>
<CAPTION>
<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

<TABLE>
<CAPTION>
<S>                 <C>
-----------------------------------------------------------------------------------------------------------------
                    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.
</TABLE>



<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 2001-TOP5

<TABLE>
<CAPTION>
<S>                                                                         <C>
INITIAL PASS-THROUGH RATE:  6.00%                                        MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                         ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF DECEMBER 1, 2001
                                                                         SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: DECEMBER 1, 2001                                           CORPORATION

CLOSING DATE: DECEMBER 27, 2001                                          PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                         ASSOCIATION
FIRST DISTRIBUTION DATE: JANUARY 15, 2001
                                                                         PRIMARY SERVICER:  PRINCIPAL CAPITAL MANAGEMENT,
AGGREGATE CERTIFICATE BALANCE OF THE CLASS H CERTIFICATES AS OF          LLC
THE CLOSING DATE:  $10,420,000
                                                                         TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE BALANCE OF THIS CLASS H CERTIFICATE AS OF THE
CLOSING DATE: $10,420,000 (SUBJECT TO SCHEDULE OF EXCHANGES              FISCAL AGENT:  ABN AMRO BANK N.V.
ATTACHED)
                                                                         CUSIP NO.  61746W MD 9
No. H-1
</TABLE>


                             CLASS H CERTIFICATE



evidencing a beneficial ownership interest in a Trust, consisting primarily of
a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                   MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class H Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean
Witter Capital I Inc. (hereinafter called the "Depositor", which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee,
the Fiscal Agent, the Paying Agent, the Certificate Registrar, the 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 2001-TOP5 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 15th day of each month or, if such 15th day is not a
Business Day, the next succeeding Business Day (a "Distribution Date")
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"). All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.

                   Interest on this Certificate will accrue (computed as if
each year consisted of 360 days and each month consisted of 30 days) during
the Interest Accrual Period relating to such Distribution Date at the
Pass-Through Rate on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate"s pro rata share of the amount to be distributed on the
Certificates of this Class as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Pooling and Servicing Agreement.

                   Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                   Realized Losses, Expense Losses and interest shortfalls on
the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.



<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: December 27, 2001


                         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>
<CAPTION>
<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

<TABLE>
<CAPTION>
<S>                 <C>
-----------------------------------------------------------------------------------------------------------------
                    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.
</TABLE>



<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 2001-TOP5
<TABLE>
<CAPTION>
<S>                                                                         <C>
INITIAL PASS-THROUGH RATE:  6.00%                                        MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                         ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF DECEMBER 1, 2001
                                                                         SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: DECEMBER 1, 2001                                           CORPORATION

CLOSING DATE: DECEMBER 27, 2001                                          PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                         ASSOCIATION
FIRST DISTRIBUTION DATE:  JANUARY 15, 2001
                                                                         PRIMARY SERVICER:  PRINCIPAL CAPITAL MANAGEMENT,
AGGREGATE CERTIFICATE BALANCE OF THE CLASS J CERTIFICATES AS OF          LLC
THE CLOSING DATE:  $7,815,000
                                                                         TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE BALANCE OF THIS CLASS J CERTIFICATE AS OF THE
CLOSING DATE: $7,815,000 (SUBJECT TO SCHEDULE OF EXCHANGES               FISCAL AGENT:  ABN AMRO BANK N.V.
ATTACHED)
                                                                         CUSIP NO.  61746W ME 7
No. J-1
</TABLE>



                             CLASS J CERTIFICATE


evidencing a beneficial ownership interest in a Trust, consisting primarily of
a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                   MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class J Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean
Witter Capital I Inc. (hereinafter called the "Depositor", which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee,
the Fiscal Agent, the Paying Agent, the Certificate Registrar, the 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 2001-TOP5 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 15th day of each month or, if such 15th day is not a
Business Day, the next succeeding Business Day (a "Distribution Date")
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"). All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.

                   Interest on this Certificate will accrue (computed as if
each year consisted of 360 days and each month consisted of 30 days) during
the Interest Accrual Period relating to such Distribution Date at the
Pass-Through Rate on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate"s pro rata share of the amount to be distributed on the
Certificates of this Class as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Pooling and Servicing Agreement.

                   Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                   Realized Losses, Expense Losses and interest shortfalls on
the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

                   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and



<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: December 27, 2001


                         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>
<CAPTION>
<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

<TABLE>
<CAPTION>
<S>                 <C>
-----------------------------------------------------------------------------------------------------------------
                    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.
</TABLE>



<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 2001-TOP5

<TABLE>
<CAPTION>
<S>                                                                         <C>
INITIAL PASS-THROUGH RATE:  6.00%                                        MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                         ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF DECEMBER 1, 2001
                                                                         SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: DECEMBER 1, 2001                                           CORPORATION

CLOSING DATE: DECEMBER 27, 2001                                          PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                         ASSOCIATION
FIRST DISTRIBUTION DATE:  JANUARY 15, 2001
                                                                         PRIMARY SERVICER:  PRINCIPAL CAPITAL MANAGEMENT,
AGGREGATE CERTIFICATE BALANCE OF THE CLASS K CERTIFICATES AS OF          LLC
THE CLOSING DATE:  $5,210,000
                                                                         TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE BALANCE OF THIS CLASS K CERTIFICATE AS OF THE
CLOSING DATE: $5,210,000 (SUBJECT TO SCHEDULE OF EXCHANGES               FISCAL AGENT:  ABN AMRO BANK N.V.
ATTACHED)
                                                                         CUSIP NO.  61746W MF 4
No.  K-1
</TABLE>


                             CLASS K CERTIFICATE


evidencing a beneficial ownership interest in a Trust, consisting primarily of
a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                   MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class K Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean
Witter Capital I Inc. (hereinafter called the "Depositor", which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee,
the Fiscal Agent, the Paying Agent, the Certificate Registrar, the 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
2001-TOP5 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 15th day of each month or, if such 15th day is not a
Business Day, the next succeeding Business Day (a "Distribution Date")
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"). All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.

                   Interest on this Certificate will accrue (computed as if
each year consisted of 360 days and each month consisted of 30 days) during
the Interest Accrual Period relating to such Distribution Date at the
Pass-Through Rate on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate"s pro rata share of the amount to be distributed on the
Certificates of this Class as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Pooling and Servicing Agreement.

                   Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                   Realized Losses, Expense Losses and interest shortfalls on
the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

                   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from



<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: December 27, 2001


                         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>
<CAPTION>
<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

<TABLE>
<CAPTION>
<S>                 <C>
-----------------------------------------------------------------------------------------------------------------
                    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.
</TABLE>



<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 2001-TOP5
<TABLE>
<CAPTION>
<S>                                                                         <C>
INITIAL PASS-THROUGH RATE:  6.00%                                        MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                         ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF DECEMBER 1, 2001
                                                                         SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: DECEMBER 1, 2001                                           CORPORATION

CLOSING DATE: DECEMBER 27, 2001                                          PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                         ASSOCIATION
FIRST DISTRIBUTION DATE:  JANUARY 15, 2001
                                                                         PRIMARY SERVICER:  PRINCIPAL CAPITAL MANAGEMENT,
AGGREGATE CERTIFICATE BALANCE OF THE CLASS L CERTIFICATES AS OF          LLC
THE CLOSING DATE:  $5,210,000
                                                                         TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE BALANCE OF THIS CLASS L CERTIFICATE AS OF THE
CLOSING DATE: $5,210,000 (SUBJECT TO SCHEDULE OF EXCHANGES               FISCAL AGENT:  ABN AMRO BANK N.V.
ATTACHED)
                                                                         CUSIP NO.  61746W MG 2
No. L-1
</TABLE>



                             CLASS L CERTIFICATE


evidencing a beneficial ownership interest in a Trust, consisting primarily of
a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                   MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class L Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean
Witter Capital I Inc. (hereinafter called the "Depositor", which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee,
the Fiscal Agent, the Paying Agent, the Certificate Registrar, the 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
2001-TOP5 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 15th day of each month or, if such 15th day is not a
Business Day, the next succeeding Business Day (a "Distribution Date")
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"). All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.

                   Interest on this Certificate will accrue (computed as if
each year consisted of 360 days and each month consisted of 30 days) during
the Interest Accrual Period relating to such Distribution Date at the
Pass-Through Rate on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate"s pro rata share of the amount to be distributed on the
Certificates of this Class as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Pooling and Servicing Agreement.

                   Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                   Realized Losses, Expense Losses and interest shortfalls on
the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

                   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from



<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: December 27, 2001


                         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>
<CAPTION>
<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

<TABLE>
<CAPTION>
<S>                 <C>
-----------------------------------------------------------------------------------------------------------------
                    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.
</TABLE>



<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 2001-TOP5

<TABLE>
<CAPTION>
<S>                                                                      <C>
INITIAL PASS-THROUGH RATE:  6.00%                                        MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                         ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF DECEMBER 1, 2001
                                                                         SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: DECEMBER 1, 2001                                           CORPORATION

CLOSING DATE: DECEMBER 27, 2001                                          PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                         ASSOCIATION
FIRST DISTRIBUTION DATE:  JANUARY 15, 2001
                                                                         PRIMARY SERVICER:   PRINCIPAL CAPITAL MANAGEMENT,
AGGREGATE CERTIFICATE BALANCE OF THE CLASS M CERTIFICATES AS OF          LLC
THE CLOSING DATE:  $2,604,000
                                                                         TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATE BALANCE OF THIS CLASS M CERTIFICATE AS OF THE
CLOSING DATE: $2,604,000 (SUBJECT TO SCHEDULE OF EXCHANGES               FISCAL AGENT:  ABN AMRO BANK N.V.
ATTACHED)
                                                                         CUSIP NO.  61746W MH 0
No. M-1
</TABLE>


                             CLASS M CERTIFICATE


evidencing a beneficial ownership interest in a Trust, consisting primarily of
a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                   MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class M Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), 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 2001-TOP5 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 15th day of each month or, if such 15th day is not a
Business Day, the next succeeding Business Day (a "Distribution Date")
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"). All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.

                   Interest on this Certificate will accrue (computed as if
each year consisted of 360 days and each month consisted of 30 days) during
the Interest Accrual Period relating to such Distribution Date at the
Pass-Through Rate on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate"s pro rata share of the amount to be distributed on the
Certificates of this Class as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Pooling and Servicing Agreement.

                   Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                   Realized Losses, Expense Losses and interest shortfalls on
the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

                   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and



<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: December 27, 2001


                         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>
<CAPTION>
<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

<TABLE>
<CAPTION>
<S>                 <C>
                    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.
</TABLE>



<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 2001-TOP5
<TABLE>
<CAPTION>
<S>                                             <C>
INITIAL PASS-THROUGH RATE: 6.00%                MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF DECEMBER 1, 2001                          SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
                                                CORPORATION
CUT-OFF DATE: DECEMBER 1, 2001
                                                PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
CLOSING DATE: DECEMBER 27, 2001                 ASSOCIATION

FIRST DISTRIBUTION DATE:  JANUARY 15, 2001      PRIMARY SERVICER:  PRINCIPAL CAPITAL MANAGEMENT, LLC

AGGREGATE CERTIFICATE BALANCE OF THE            TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CLASS N CERTIFICATES AS OF THE CLOSING
DATE:  $10,420,908                              FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS N             CUSIP NO.  61746W MJ 6
CERTIFICATE AS OF THE CLOSING DATE:
$10,420,908 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. N-1
</TABLE>



                              CLASS N CERTIFICATE


evidencing a beneficial ownership interest in a Trust, consisting primarily of
a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class N Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the 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 2001-TOP5 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 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

     Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate"s pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

     Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

     Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

     The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and

<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: December 27, 2001


                         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>
<CAPTION>
<S>               <C>                                        <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

<TABLE>
<CAPTION>
<S>                                     <C>
--------------------------------------- ----------------------------------------
                                        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.
</TABLE>



<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 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 2001-TOP5
<TABLE>
<CAPTION>
<S>                                                            <C>
PERCENTAGE INTEREST OF THIS CLASS R-I CERTIFICATE:  100%       SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
                                                               CORPORATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF DECEMBER 1, 2001                                         PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                               ASSOCIATION
CUT-OFF DATE:  DECEMBER 1, 2001
                                                               PRIMARY SERVICER:   PRINCIPAL CAPITAL MANAGEMENT, LLC
CLOSING DATE:  DECEMBER 27, 2001
                                                               TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
FIRST DISTRIBUTION DATE:  JANUARY 15, 2001
                                                               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 Bear Stearns Securities Corp. 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 2001-TOP5 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 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

     Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

     Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

     The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

     All distributions under the Pooling and Servicing Agreement to a nominee of
The Depository Trust Company ("DTC") will be made by or on behalf of the Paying
Agent by wire transfer in immediately available funds to an account specified in
the request of such Certificateholder. All distributions under the Pooling and
Servicing Agreement to Certificateholders will be made by wire transfer in
immediately available funds to the account specified by the Certificateholder,
at a bank or other entity having appropriate facilities therefor,

<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: December 27, 2001


                         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>
<CAPTION>
<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

<TABLE>
<CAPTION>
<S>                                     <C>
--------------------------------------------------------------------------------
                                        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.
</TABLE>



<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-18

                        [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 2001-TOP5

<TABLE>
<CAPTION>
<S>                                                            <C>
PERCENTAGE INTEREST OF THIS CLASS R-II CERTIFICATE:  100%      SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
                                                               CORPORATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF DECEMBER 1,
2001                                                           PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                               ASSOCIATION
CUT-OFF DATE:  DECEMBER 1, 2001
                                                               PRIMARY SERVICER:   PRINCIPAL CAPITAL MANAGEMENT, LLC
CLOSING DATE:  DECEMBER 27, 2001
                                                               TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
FIRST DISTRIBUTION DATE:  JANUARY 15, 2001
                                                               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 Bear Stearns Securities Corp. 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 2001-TOP5 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 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

     Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

     Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

     The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

     All distributions under the Pooling and Servicing Agreement to a nominee of
The Depository Trust Company ("DTC") will be made by or on behalf of the Paying
Agent by wire transfer in immediately available funds to an account specified in
the request of such Certificateholder. All distributions under the Pooling and
Servicing Agreement to Certificateholders will be made by wire transfer in
immediately available funds to the account specified by the Certificateholder,
at a bank or other entity having appropriate facilities therefor,

<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: December 27, 2001


                         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>
<CAPTION>
<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

<TABLE>
<CAPTION>
<S>                                     <C>
--------------------------------------------------------------------------------
                                        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.
</TABLE>



<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-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 2001-TOP5

<TABLE>
<CAPTION>
<S>                                                            <C>
PERCENTAGE INTEREST OF THIS CLASS R-III CERTIFICATE:  100%     SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
                                                               CORPORATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF DECEMBER 1,
2001                                                           PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                               ASSOCIATION
CUT-OFF DATE:  DECEMBER 1, 2001
                                                               PRIMARY SERVICER:   PRINCIPAL CAPITAL MANAGEMENT, LLC
CLOSING DATE:  DECEMBER 27, 2001
                                                               TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
FIRST DISTRIBUTION DATE:  JANUARY 15, 2001
                                                               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 Bear Stearns Securities Corp. 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 2001-TOP5 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 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

     Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

     Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

     The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.

     All distributions under the Pooling and Servicing Agreement to a nominee of
The Depository Trust Company ("DTC") will be made by or on behalf of the Paying
Agent by wire transfer in immediately available funds to an account specified in
the request of such Certificateholder. All distributions under the Pooling and
Servicing Agreement to Certificateholders will be made by wire transfer in
immediately available funds to the account specified by the Certificateholder,
at a bank or other entity having appropriate facilities therefor,

<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: December 27, 2001


                         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>
<CAPTION>
<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

<TABLE>
<CAPTION>
<S>                                     <C>
--------------------------------------------------------------------------------
                                         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.
</TABLE>



<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 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 2001-TOP5

<TABLE>
<CAPTION>
<S>                                                            <C>
INITIAL PASS-THROUGH RATE:  0.36%                              MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                               ASSOCIATION
INITIAL NOTIONAL AMOUNT OF THIS CLASS X-1 CERTIFICATE:
$1,041,991,908                                                 SPECIAL SERVICER: WELL FARGO BANK, NATIONAL
                                                               ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF DECEMBER 1,
2001                                                           PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                               ASSOCIATION
CUT-OFF DATE:  DECEMBER 1, 2001
                                                               PRIMARY SERVICER:   PRINCIPAL CAPITAL MANAGEMENT, LLC
CLOSING DATE:  DECEMBER 27, 2001
                                                               TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
FIRST DISTRIBUTION DATE: JANUARY 15, 2001
                                                               FISCAL AGENT:  ABN AMRO BANK N.V.
AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-1 CERTIFICATES AS
OF THE CLOSING DATE: $1,041,991,908 (SUBJECT TO SCHEDULE OF    CUSIP NO.  61746W LX 6
EXCHANGES ATTACHED)

No. X-1-1
</TABLE>


                             CLASS X-1 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of
a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest
evidenced by this Certificate in the Class X-1 Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the
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 2001-TOP5 and are issued in the Classes specified in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.

     This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

     Distributions of interest on this Certificate will be made out of the
Available Distribution Amount, to the extent and subject to the limitations set
forth in the Pooling and Servicing Agreement, on the 15th day of each month or,
if such 15th day is not a Business Day, the next succeeding Business Day (a
"Distribution Date") commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

     Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate
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: December 27, 2001


                         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>
<CAPTION>
<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

<TABLE>
<CAPTION>
<S>                                     <C>
-------------------------------------------------------------------------------
                                        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.
</TABLE>



<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-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 2001-TOP5

<TABLE>
<CAPTION>
<S>                                                            <C>
INITIAL PASS-THROUGH RATE:  0.85%                              MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                               ASSOCIATION
INITIAL NOTIONAL AMOUNT OF THIS CLASS X-2 CERTIFICATE:
$821,189,000                                                   SPECIAL SERVICER: WELL FARGO BANK, NATIONAL
                                                               ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF DECEMBER 1,
2001                                                           PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                               ASSOCIATION
CUT-OFF DATE:  DECEMBER 1, 2001
                                                               PRIMARY SERVICER:   PRINCIPAL CAPITAL MANAGEMENT, LLC
CLOSING DATE:  DECEMBER 27, 2001
                                                               TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
FIRST DISTRIBUTION DATE: JANUARY 15, 2001
                                                               FISCAL AGENT:  ABN AMRO BANK N.V.
AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-2 CERTIFICATES AS
OF THE CLOSING DATE: $821,189,000 (SUBJECT TO SCHEDULE OF      CUSIP NO.   61746W LY 4
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 2001-TOP5 and are issued in the Classes specified in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.

     This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

     Distributions of interest on this Certificate will be made out of the
Available Distribution Amount, to the extent and subject to the limitations set
forth in the Pooling and Servicing Agreement, on the 15th day of each month or,
if such 15th day is not a Business Day, the next succeeding Business Day (a
"Distribution Date") commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

     Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate
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: December 27, 2001


                         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>
<CAPTION>
<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

<TABLE>
<CAPTION>
<S>                                      <C>
--------------------------------------------------------------------------------
                                         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.
</TABLE>



<PAGE>



                           DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of ____________________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.


<PAGE>

                                   EXHIBIT B-1


                    FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                                    December __, 2001

Morgan Stanley Dean Witter Capital I Inc.
1585 Broadway
New York, NY  10036

Principal Commercial Funding, LLC
801 Grand Avenue
Des Moines, Iowa  50392

Wells Fargo Bank, National Association
555 Montgomery Street, 17th Floor
San Francisco, California  94111

Bear, Stearns Funding, Inc.
245 Park Avenue
New York, New York  10167

Morgan Stanley Dean Witter 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 2001-TOP5
           ---------------------------------------------------------------------

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 CMortgage 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.


<PAGE>

                  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.


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Trustee


                                              By: ______________________________
                                                  Name:
                                                  Title:


<PAGE>



                             SCHEDULE OF EXCEPTIONS




<PAGE>


                                   EXHIBIT B-2

                     FORM OF FINAL CERTIFICATION OF TRUSTEE


                                __________, 2001



Morgan Stanley Dean Witter Capital I Inc.
1585 Broadway
New York, NY  10036

Principal Commercial Funding, LLC
801 Grand Avenue
Des Moines, Iowa  50392

Wells Fargo Bank, National Association
555 Montgomery Street, 17th Floor
San Francisco, California  94111

Bear, Stearns Funding, Inc.
245 Park Avenue
New York, New York  10167

Morgan Stanley Dean Witter 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 2001-TOP5
             -------------------------------------------------------------------

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


<PAGE>

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.

                  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 2001-TOP5

Re:      Morgan Stanley Dean Witter Capital I Inc. Commercial
         Mortgage Pass-Through Certificates, Series 2001-TOP5
         ----------------------------------------------------

                                 Date:__________


                  In connection with the administration of the Mortgage Loans
held by you as Trustee under the Pooling and Servicing Agreement dated as of
December 1, 2001 by and among Morgan Stanley Dean Witter Capital I Inc., as
Depositor, Wells Fargo Bank, National Association, as Master Servicer, GMAC
Commercial Mortgage Corporation, 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 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 2001-TOP5, Class __
                  (the "Certificates")

Dear Sirs:

                  This letter is delivered to you in connection with the
transfer by _________________ (the "Transferor") to _________________ (the
"Transferee") of Class ___ Certificates [having an initial Certificate Balance
or Notional Amount as of December 27, 2001 (the "Closing Date") of $__________]
[evidencing a ____% Percentage Interest in the related Class] (the "Transferred
Certificates"). The Transferred Certificates were issued pursuant to the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
December 1, 2001, among Morgan Stanley Dean Witter Capital I Inc., as depositor
(the "Depositor"), Wells Fargo Bank, National Association, as master servicer,
GMAC Commercial Mortgage Corporation, 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 terms used herein and not otherwise defined shall have the meanings set
forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you, as Certificate Registrar, that:

              1. The Transferor is the lawful owner of the Transferred
         Certificates with the full right to transfer such Certificates free
         from any and all claims and encumbrances whatsoever.

              2. Neither the Transferor nor anyone acting on its behalf has (a)
         offered, transferred, pledged, sold or otherwise disposed of any
         Transferred Certificate, any interest in any Transferred Certificate or
<PAGE>

         any other similar security to any person in any manner, (b) solicited
         any offer to buy or accept a transfer, pledge or other disposition of
         any Transferred Certificate, any interest in any Transferred
         Certificate or any other similar security from any person in any
         manner, (c) otherwise approached or negotiated with respect to any
         Transferred Certificate, any interest in any Transferred Certificate or
         any other similar security with any person in any manner, (d) made any
         general solicitation by means of general advertising or in any other
         manner, or (e) taken any other action, which (in the case of any of the
         acts described in clauses (a) through (e) hereof) would constitute a
         distribution of any Transferred Certificate under the Securities Act of
         1933, as amended (the "Securities Act"), or would render the
         disposition of any Transferred Certificate a violation of Section 5 of
         the Securities Act or any state securities laws, or would require
         registration or qualification of any Transferred Certificate pursuant
         to the Securities Act or any state securities laws.

                                         Very truly yours,



                                         ______________________________________
                                         (Transferor)


                                         By:  _________________________________
                                         Name:  _______________________________
                                         Title:  ______________________________




<PAGE>



                                  EXHIBIT D-2A

                        FORM I OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES


                                     [Date]


Wells Fargo Bank Minnesota, National Association,
  as Certificate Registrar
Wells Fargo Center
Sixth 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 2001-TOP5
                  (the "Certificates")

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
transfer by _________________ (the "Transferor") to _________________ (the
"Transferee") of Class ______ Certificates [having an initial Certificate
Principal Balance or Notional Amount as of December 27, 2001 (the "Closing
Date") of [$__________] [evidencing a ____% Percentage Interest in the related
Class] (the "Transferred Certificates"). The Certificates, including the
Transferred Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of December 1, 2001 (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, GMAC Commercial
Mortgage Corporation, as special servicer, Lasalle Bank National Association, as
trustee, Wells Fargo Bank Minnesota, 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 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.

                                        Very truly yours,



                                         ______________________________________
                                        (Transferee)

                                        By:  __________________________________
                                        Name:  ________________________________
                                        Title:  _______________________________


<PAGE>



                             ANNEX 1 TO EXHIBIT D-2A
                             -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and [name of Certificate Registrar], as
Certificate Registrar, with respect to the commercial mortgage pass-through
certificate being transferred (the "Transferred Certificate") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

                  1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificate (the "Transferee").

                  2. The Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A"), because (i) the Transferee owned and/or invested on a discretionary
basis $______________________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee"s most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.

                  ___      Corporation, etc. The Transferee is a corporation
                           (other than a bank, savings and loan association or
                           similar institution), Massachusetts or similar
                           business trust, partnership, or any organization
                           described in Section 501(c)(3) of the Internal
                           Revenue Code of 1986, as amended.

                  ___      Bank. The Transferee (a) is a national bank or a
                           banking institution organized under the laws of any
                           State, U.S. territory or the District of Columbia,
                           the business of which is substantially confined to
                           banking and is supervised by the State or territorial
                           banking commission or similar official or is a
                           foreign bank or equivalent institution, and (b) has
                           an audited net worth of at least $25,000,000 as
                           demonstrated in its latest annual financial
                           statements, a copy of which is attached hereto, as of
                           a date not more than 16 months preceding the date of
                           sale of the Certificate in the case of a U.S. bank,
                           and not more than 18 months preceding such date of
                           sale for a foreign bank or equivalent institution.

                  ___      Savings and Loan. The Transferee (a) is a savings and
                           loan association, building and loan association,
                           cooperative bank, homestead association or similar
                           institution, which is supervised and examined by a
                           State or Federal authority having supervision over
                           any such institutions or is a foreign savings and
                           loan association or equivalent institution and (b)
                           has an audited net worth of at least $25,000,000 as
                           demonstrated in its latest annual financial
                           statements, a copy of which is attached hereto, as of
                           a date not more than 16 months preceding the date of
                           sale of the Certificate
<PAGE>

                           in the case of a U.S. savings and loan association,
                           and not more than 18 months preceding such date of
                           sale for a foreign savings and loan association or
                           equivalent institution.

                  ___      Broker-dealer.  The Transferee is a dealer registered
                           pursuant to Section 15 of the Securities Exchange Act
                           of 1934, as amended.

                  ___      Insurance Company. The Transferee is an insurance
                           company whose primary and predominant business
                           activity is the writing of insurance or the
                           reinsuring of risks underwritten by insurance
                           companies and which is subject to supervision by the
                           insurance commissioner or a similar official or
                           agency of a State, U.S. territory or the District of
                           Columbia.

                  ___      State or Local Plan.  The Transferee is a plan
                           established and maintained by a State, its political
                           subdivisions, or any agency or instrumentality of the
                           State or its political subdivisions, for the benefit
                           of its employees.

                  ___      ERISA Plan. The Transferee is an employee benefit
                           plan within the meaning of Title I of the Employee
                           Retirement income Security Act of 1974, as amended.

                  ___      Investment Advisor.  The Transferee is an investment
                           advisor registered under the Investment Advisers Act
                           of 1940, as amended.

                  ___      Other. (Please supply a brief description of the
                           entity and a cross-reference to the paragraph and
                           subparagraph under subsection (a)(1) of Rule 144A
                           pursuant to which it qualifies. Note that registered
                           investment companies should complete Annex 2 rather
                           than this Annex 1.)


                     ______________________________________

                     ______________________________________

                     ______________________________________




                  3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee, (ii) securities
that are part of an unsold allotment to or subscription by the Transferee, if
the Transferee is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Transferee, the
Transferee did not include any of the securities referred to in this paragraph.

                  4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Transferee, the
Transferee used the cost of such securities to the Transferee, unless the
Transferee reports its securities holdings in its financial statements on the
basis of their market value, and no current information with respect to the cost


<PAGE>

of those securities has been published, in which case the securities were valued
at market. Further, in determining such aggregate amount, the Transferee may
have included securities owned by subsidiaries of the Transferee, but only if
such subsidiaries are consolidated with the Transferee in its financial
statements prepared in accordance with generally accepted accounting principles
and if the investments of such subsidiaries are managed under the Transferee"s
direction. However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

                  5. The Transferee acknowledges that it is familiar with Rule
144A and understands that the Transferor and other parties related to the
Transferred Certificate are relying and will continue to rely on the statements
made herein because one or more sales to the Transferee may be in reliance on
Rule 144A.

    ___      ___   Will the Transferee be purchasing the Transferred Certificate
    Yes      No    only for the Transferee"s own account?

                  6. If the answer to the foregoing question is "no", then in
each case where the Transferee is purchasing for an account other than its own,
such account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

                  7. The Transferee will notify each of the parties to which
this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Transferee"s purchase of the Transferred
Certificate will constitute a reaffirmation of this certification as of the date
of such purchase. In addition, if the Transferee is a bank or savings and loan
as provided above, the Transferee agrees that it will furnish to such parties
any updated annual financial statements that become available on or before the
date of such purchase, promptly after they become available.


                                    ____________________________________________
                                   Print Name of Transferee

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title: ______________________________________
                                   Date: _______________________________________


<PAGE>



                             ANNEX 2 TO EXHIBIT D-2A
                             -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]


                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and [name of Certificate Registrar], as
Certificate Registrar, with respect to the mortgage pass-through certificate
being transferred (the "Transferred Certificates") as described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:

                  1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificates (the "Transferee") or, if
the Transferee is a "qualified institutional buyer" as that term is defined in
Rule 144A under the Securities Act of 1933, as amended ("Rule 144A") because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

                  2. The Transferee is a "qualified institutional buyer" as
defined in Rule 144A because (i) the Transferee is an investment company
registered under the Investment Company Act of 1940, as amended, and (ii) as
marked below, the Transferee alone owned and/or invested on a discretionary
basis, or the Transferee"s Family of Investment Companies owned, at least
$100,000,000 in securities (other than the excluded securities referred to
below) as of the end of the Transferee"s most recent fiscal year. For purposes
of determining the amount of securities owned by the Transferee or the
Transferee"s Family of Investment Companies, the cost of such securities was
used, unless the Transferee or any member of the Transferee"s Family of
Investment Companies, as the case may be, reports its securities holdings in its
financial statements on the basis of their market value, and no current
information with respect to the cost of those securities has been published, in
which case the securities of such entity were valued at market.

____              The Transferee owned and/or invested on a discretionary basis
                  $___________________ in securities (other than the excluded
                  securities referred to below) as of the end of the
                  Transferee"s most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

____              The Transferee is part of a Family of Investment Companies
                  which owned in the aggregate $______________ in securities
                  (other than the excluded securities referred to below) as of
                  the end of the Transferee"s most recent fiscal year (such
                  amount being calculated in accordance with Rule 144A).

                  3. The term "Family of Investment Companies" as used herein
means two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).
<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
   Yes   No       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 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 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 2001-TOP5
                  (the "Certificates")

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
transfer by _______________________ (the "Transferor") to _____________________
(the "Transferee") of Class ___ Certificates [having an initial Certificate
Principal Balance as of December 27, 2001 (the "Closing Date") of
$__________][evidencing a ____% Percentage Interest in the related Class] (the
"Transferred Certificates"). The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of December 1, 2001 (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, GMAC Commercial Mortgage
Corporation, 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 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
<PAGE>

qualified under any applicable state securities laws, (b) none of the Depositor,
the Trustee or the Certificate Registrar is obligated so to register or qualify
the Class of Certificates to which the Transferred Certificates belong, and (c)
no Transferred Certificate may be resold or transferred unless it is (i)
registered pursuant to the Securities Act and registered or qualified pursuant
any applicable state securities laws or (ii) sold or transferred in transactions
which are exempt from such registration and qualification and the Certificate
Registrar has received either: (A) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
D-1 to the Pooling and Servicing Agreement and a certificate from such
Certificateholder"s prospective transferee substantially in the form attached
either as Exhibit D-2A or as Exhibit D-2B to the Pooling and Servicing
Agreement; or (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 REGISTERED OR QUALIFIED UNDER
                  THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
                  OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR
                  OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN
                  WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
                  A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
                  QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS
                  OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED
                  TO HEREIN.

                  NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
                  OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE
                  RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
                  OR THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
                  OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
                  CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
                  OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER
                  RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN
                  COMPLIANCE WITH THE PROCEDURES DESCRIBED IN SECTION 3.3 OF THE
                  POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
<PAGE>

                  5. Neither the Transferee nor anyone acting on its behalf has
(a) offered, pledged, sold, disposed of or otherwise transferred any Transferred
Certificate, any interest in any Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
pledge, disposition or other transfer of any Transferred Certificate, any
interest in any Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) made any general solicitation by
means of general advertising or in any other manner, or (e) taken any other
action with respect to any Transferred Certificate, any interest in any
Transferred Certificate or any other similar security, which (in the case of any
of the acts described in clauses (a) through (e) above) would constitute a
distribution of the Transferred Certificates under the Securities Act, would
render the disposition of the Transferred Certificates a violation of Section 5
of the Securities Act or any state securities law or would require registration
or qualification of the Transferred Certificates pursuant thereto. The
Transferee will not act, nor has it authorized or will it authorize any person
to act, in any manner set forth in the foregoing sentence with respect to any
Transferred Certificate, any interest in any Transferred Certificate or any
other similar security.

                  6. The Transferee acknowledges that it is familiar with Rule
144A and understands that the Transferor and other parties related to the
Transferred Certificate are relying and will continue to rely on the statements
made herein because one or more sales to the Transferee may be in reliance on
Rule 144A.

                  7. The Transferee is an "accredited investor" as defined in
any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act
or an entity in which all of the equity owners come within such paragraphs. The
Transferee has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the
Transferred Certificate; the Transferee has sought such accounting, legal and
tax advice as it has considered necessary to make an informed investment
decision; and the Transferee is able to bear the economic risks of such
investment and can afford a complete loss of such investment.



                                   Very truly yours,




                                   ____________________________________________
                                   (Transferee)

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title: ______________________________________



<PAGE>



                                  EXHIBIT D-3A

                        FORM I OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES


                                     [Date]


[TRANSFEROR]

   Re:      Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2001-TOP5, Class __ (the
            "Certificates")

Dear Sirs:

                  This letter is delivered to you in connection with the
transfer by _____________________ (the "Transferor") to ______________________
(the "Transferee") of a Certificate (the "Transferred Certificate") having an
initial principal balance or notional amount as of December 27, 2001 (the
"Closing Date") of $__________. The Certificates were issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of December 1, 2001, among Morgan Stanley Dean Witter Capital I Inc., as
depositor (the "Depositor"), Wells Fargo Bank, National Association, as master
servicer, GMAC Commercial Mortgage Corporation, as special servicer, Lasalle
Bank National Association, as trustee, Wells Fargo Bank Minnesota, as paying
agent and certificate registrar and ABN AMRO Bank N.V., as fiscal agent. All
terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to you, and for the benefit of the Depositor, the Certificate
Registrar and the Trustee, that:

                  1. The Transferee is acquiring the Transferred Certificate for
its own account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.

                  2. The Transferee understands that (a) the Certificates have
not been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) none of the Depositor,
the Trustee or the Certificate Registrar is obligated so to register or qualify
the Certificates and (c) no interest in the Certificates may be sold or
transferred unless it is (i) registered pursuant to the Securities Act and
registered or qualified pursuant to any applicable state securities laws or (ii)
sold or transferred in transactions which are exempt from such registration and
qualification and the Certificate Owner desiring to effect such transfer has
received either (A) a certification from such Certificate Owner"s prospective
transferee (substantially in the form attached to the Pooling and Servicing
Agreement) setting forth the facts surrounding the transfer or (B) an opinion of
counsel with respect to the availability of such exemption, together with copies
of the certification(s) from the transferor and/or transferee setting forth the
facts surrounding the transfer upon which such opinion is based.
<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 the Transferred Certificate
will bear legends substantially to the following effect:

                  THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION
OF THIS CERTIFICATE OR ANY INTEREST THEREIN WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

                  NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY
OR INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF,
AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED IN SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

                  5. Neither the Transferee nor anyone acting on its behalf has
(a) offered, pledged, sold, disposed of or otherwise transferred any
Certificate, any interest in any Certificate or any other similar security to
any person in any manner, (b) solicited any offer to buy or accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c)
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) made any general solicitation by means of general advertising or in any
other manner, or (e) taken any other action, that (in the case of any of the
acts described in clauses (a) through (e) above) would constitute a distribution
of any Certificate under the Securities Act, would render the disposition of any
Certificate a violation of Section 5 of the Securities Act or any state
securities law or would require registration or qualification of any Certificate
pursuant thereto. The Transferee will not act, nor has it authorized or will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to any Certificate, any interest in any Certificate or any similar
security.

                  6. The Transferee acknowledges that it is familiar with Rule
144A and understands that the Transferor and other parties related to the
Transferred Certificate are relying and will continue to rely on the statements
made herein because one or more sales to the Transferee may be in reliance on
Rule 144A.
<PAGE>


                  7. The Transferee is an institutional "accredited investor" as
defined in Rule 501(a) (1), (2), (3) or (7) under the Securities Act and has
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of an investment in the Certificates; the
Transferee has sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision; and the Transferee is able to
bear the economic risks of such an investment and can afford a complete loss of
such investment.


                                   Very truly yours,


                                   _____________________________________________
                                  (Transferee)

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title: ______________________________________

<PAGE>


                                  EXHIBIT D-3B

                        FORM II OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES


                                     [Date]

[TRANSFEROR]

         Re:      Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
                  Pass-Through Certificates, Series 2001-TOP5, Class __ (the
                  "Certificates")

Dear Sirs:

                  This letter is delivered to you in connection with the
transfer by _____________ ________ (the "Transferor") to ______________________
(the "Transferee") of a Certificate (the "Transferred Certificate") having an
initial principal balance or notional amount as of December 27, 2001 (the
"Closing Date") of $__________. The Certificates were issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of December 1, 2001, among Morgan Stanley Dean Witter Capital I Inc., as
depositor (the "Depositor"), Wells Fargo Bank, National Association, as master
servicer, GMAC Commercial Mortgage Corporation, 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 terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to you, and for the benefit of the Depositor,
the Certificate Registrar and the Trustee, that:

                  1. The Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
amended (the "Securities Act"), and has completed one of the forms of
certification to that effect attached hereto as Annex 1 and Annex 2. The
Transferee is aware that the sale to it is being made in reliance on Rule 144A.
The Transferee is acquiring the Transferred Certificate for its own account or
for the account of a qualified institutional buyer, and understands that such
Certificate or any interest therein may be resold, pledged or transferred only
(i) to a person reasonably believed to be a qualified institutional buyer that
purchases for its own account or for the account of a qualified institutional
buyer to whom notice is given that the resale, pledge or transfer is being made
in reliance on Rule 144A, or (ii) pursuant to another exemption from
registration under the Securities Act.

                  2. The Transferee understands that (a) the Class of
Certificates to which the Transferred Certificate belongs have not been and will
not be registered under the Securities Act or registered or qualified under any
applicable state securities laws, (b) none of the Depositor, the Trustee or the
Certificate Registrar is obligated so to register or qualify the Certificates
and (c) no interest in the Certificates may be sold or transferred unless it is
(i) registered pursuant to the Securities Act and registered or qualified
pursuant to any applicable state securities laws or


<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 the Transferred
Certificate will bear legends substantially to the following effect:

                  THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION
OF THIS CERTIFICATE OR ANY INTEREST THEREIN WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

                  NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY
OR INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF,
AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED IN SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.



<PAGE>



                  5. The Transferee acknowledges that it is familiar with Rule
144A and understands that the Transferor and other parties related to the
Transferred Certificate are relying and will continue to rely on the statements
made herein because one or more sales to the Transferee may be in reliance on
Rule 144A.

                                   Very truly yours,



                                   ____________________________________________
                                   (Transferee)

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title: ______________________________________



<PAGE>





                             ANNEX 1 TO EXHIBIT D-3B
                             -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor"), and [name of Certificate Registrar] as
Certificate Registrar, with respect to the commercial mortgage pass-through
certificate being transferred (the "Transferred Certificate") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

                  1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificate (the "Transferee").

                  2. The Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A"), because (i) the Transferee owned and/or invested on a discretionary
basis $______________________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee"s most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.

                  ___      Corporation, etc. The Transferee is a corporation
                           (other than a bank, savings and loan association or
                           similar institution), Massachusetts or similar
                           business trust, partnership, or any organization
                           described in Section 501(c)(3) of the Internal
                           Revenue Code of 1986, as amended.

                  ___      Bank. The Transferee (a) is a national bank or a
                           banking institution organized under the laws of any
                           State, U.S. territory or the District of Columbia,
                           the business of which is substantially confined to
                           banking and is supervised by the State or territorial
                           banking commission or similar official or is a
                           foreign bank or equivalent institution, and (b) has
                           an audited net worth of at least $25,000,000 as
                           demonstrated in its latest annual financial
                           statements, a copy of which is attached hereto, as of
                           a date not more than 16 months preceding the date of
                           sale of the Certificate in the case of a U.S. bank,
                           and not more than 18 months preceding such date of
                           sale for a foreign bank or equivalent institution.

                  ___      Savings and Loan. The Transferee (a) is a savings and
                           loan association, building and loan association,
                           cooperative bank, homestead association or similar
                           institution, which is supervised and examined by a
                           State or Federal authority having supervision over
                           any such institutions or is a foreign savings and
                           loan association or equivalent institution and (b)
                           has an audited net worth of at least $25,000,000 as
                           demonstrated in its latest annual financial
                           statements, a copy of which is attached hereto, as of
                           a

<PAGE>

                           date not more than 16 months preceding the date of
                           sale of the Certificate in the case of a U.S. savings
                           and loan association, and not more than 18 months
                           preceding such date of sale for a foreign savings and
                           loan association or equivalent institution.

                  ___      Broker-dealer.  The Transferee is a dealer registered
                           pursuant to Section 15 of the Securities Exchange Act
                           of 1934, as amended.

                  ___      Insurance Company. The Transferee is an insurance
                           company whose primary and predominant business
                           activity is the writing of insurance or the
                           reinsuring of risks underwritten by insurance
                           companies and which is subject to supervision by the
                           insurance commissioner or a similar official or
                           agency of a State, U.S. territory or the District of
                           Columbia.

                  ___      State or Local Plan.  The Transferee is a plan
                           established and maintained by a State, its political
                           subdivisions, or any agency or instrumentality of the
                           State or its political subdivisions, for the benefit
                           of its employees.

                  ___      ERISA Plan. The Transferee is an employee benefit
                           plan within the meaning of Title I of the Employee
                           Retirement income Security Act of 1974, as amended.

                  ___      Investment Advisor.  The Transferee is an investment
                           advisor registered under the Investment Advisers Act
                           of 1940, as amended.

                  ___      Other. (Please supply a brief description of the
                           entity and a cross-reference to the paragraph and
                           subparagraph under subsection (a)(1) of Rule 144A
                           pursuant to which it qualifies. Note that registered
                           investment companies should complete Annex 2 rather
                           than this Annex 1.)


                       _________________________________

                       _________________________________

                       _________________________________



                  3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee, (ii) securities
that are part of an unsold allotment to or subscription by the Transferee, if
the Transferee is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Transferee, the
Transferee did not include any of the securities referred to in this paragraph.

                  4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Transferee, the
Transferee used the cost of such securities to the Transferee, unless the
Transferee reports its securities holdings in its financial



<PAGE>

statements on the basis of their market value, and no current information with
respect to the cost of those securities has been published, in which case the
securities were valued at market. Further, in determining such aggregate amount,
the Transferee may have included securities owned by subsidiaries of the
Transferee, but only if such subsidiaries are consolidated with the Transferee
in its financial statements prepared in accordance with generally accepted
accounting principles and if the investments of such subsidiaries are managed
under the Transferee"s direction. However, such securities were not included if
the Transferee is a majority-owned, consolidated subsidiary of another
enterprise and the Transferee is not itself a reporting company under the
Securities Exchange Act of 1934, as amended.

                  5. The Transferee acknowledges that it is familiar with Rule
144A and understands that the Transferor and other parties related to the
Transferred Certificate are relying and will continue to rely on the statements
made herein because one or more sales to the Transferee may be in reliance on
Rule 144A.

   ___      ___    Will the Transferee be purchasing the Transferred Certificate
   Yes      No     only for the 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
Certificate Registrar and the Trustee, with respect to the commercial mortgage
pass-through certificate being transferred (the "Transferred Certificate") as
described in the Transferee Certificate to which this certification relates and
to which this certification is an Annex:

                  1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificate (the "Transferee") or, if
the Transferee is a "qualified institutional buyer" as that term is defined in
Rule 144A under the Securities Act of 1933, as amended ("Rule 144A"), because
the Transferee is part of a Family of Investment Companies (as defined below),
is an executive officer of the investment adviser (the "Adviser").

                  2. The Transferee is a "qualified institutional buyer" as
defined in Rule 144A because (i) the Transferee is an investment company
registered under the Investment Company Act of 1940, as amended, and (ii) as
marked below, the Transferee alone owned and/or invested on a discretionary
basis, or the Transferee"s Family of Investment Companies owned, at least
$100,000,000 in securities (other than the excluded securities referred to
below) as of the end of the Transferee"s most recent fiscal year. For purposes
of determining the amount of securities owned by the Transferee or the
Transferee"s Family of Investment Companies, the cost of such securities was
used, unless the Transferee or any member of the Transferee"s Family of
Investment Companies, as the case may be, reports its securities holdings in its
financial statements on the basis of their market value, and no current
information with respect to the cost of those securities has been published, in
which case the securities of such entity were valued at market.

                           ____ The Transferee owned and/or invested on a
         discretionary basis $___________________ in securities (other than the
         excluded securities referred to below) as of the end of the
         Transferee"s most recent fiscal year (such amount being calculated in
         accordance with Rule 144A).

                           ____ The Transferee is part of a Family of Investment
         Companies which owned in the aggregate $______________ in securities
         (other than the excluded securities referred to below) as of the end of
         the Transferee"s most recent fiscal year (such amount being calculated
         in accordance with Rule 144A).

                  3. The term "Family of Investment Companies" as used herein
means two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).
<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 Certificate
     Yes     No    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 2001-TOP5,
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 is aware (i) of the tax that would be
imposed on transfers of the Residual Certificates to "disqualified
organizations" under the Code that applies to all transfers of the Residual
Certificates; (ii) that such tax would be on the transferor or, if such transfer
is through an agent (which Person includes a broker, nominee or middleman) for a
non-Permitted Transferee, on the agent; (iii) that the Person otherwise liable
for the tax shall be relieved of liability for the tax if the transferee
furnishes to such Person an affidavit that the transferee is a Permitted
Transferee and, at the time of transfer, such Person does not have actual
knowledge that the affidavit is false; and (iv) that the Residual Certificates
may be a "noneconomic residual interest" within the meaning of Treasury
regulation Section 1.860E-1(c) and that the transferor of a "noneconomic
residual interest" will remain liable for any taxes due


<PAGE>

with respect to the income on such residual interest, unless no significant
purpose of the transfer is to enable the transferor to impede the assessment or
collection of tax.

                  4. The Transferee is aware of the tax imposed on a
"pass-through entity" holding the Residual Certificates if at any time during
the taxable year of the pass-through entity a non-Permitted Transferee is the
record holder of an interest in such entity. (For this purpose, a "pass-through
entity" includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives.)

                  5. The Transferee is aware that the Certificate Registrar will
not register any transfer of the Residual Certificates by the Transferee unless
the Transferee"s transferee, or such transferee"s agent, delivers to the
Certificate Registrar, among other things, an affidavit and agreement in
substantially the same form as this affidavit and agreement. The Transferee
expressly agrees that it will not consummate any such transfer if it knows or
believes that any representation contained in such affidavit and agreement is
false.

                  6. The Transferee consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Certificate will only be
owned, directly or indirectly, by a Permitted Transferee.

                  7. The Transferee"s taxpayer identification number is ________
_________.

                  8. The Transferee has reviewed the provisions of Section
3.3(e) of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Residual Certificates (in particular, clause (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.

                  9. No purpose of the Transferee relating to its purchase or
any sale of the Residual Certificates is or will be to impede the assessment or
collection of any tax.

                  10. The Transferee hereby represents to and for the benefit of
the transferor that the Transferee intends to pay any taxes associated with
holding the Residual Certificates as they become due, fully understanding that
it may incur tax liabilities in excess of any cash flows generated by the
Residual Certificates.

                  11. The Transferee will, in connection with any transfer that
it makes of the Residual Certificates, deliver to the Certificate Registrar a
representation letter substantially in the form of Exhibit E-2 to the Pooling
and Servicing Agreement in which it will represent and warrant, among other
things, that it is not transferring the Residual Certificates to impede the
assessment or collection of any tax and that it has at the time of such transfer
conducted a reasonable investigation of the financial condition of the proposed
transferee as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and
has satisfied the requirements of such provision.
<PAGE>

                  12. 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.

                  13. The Transferee has computed any consideration paid to it
to acquire the Class R Certificate in accordance with proposed U.S. Treasury
Regulations Sections 1.860E-1(c)(4)(iii) and 1.860E-1(c)(5) (or, after they have
been finalized, the final regulations) by computing present values using a
discount rate equal to the applicable Federal rate prescribed by Section 1274(d)
of the Code, compounded semi-annually.

                  The Transferee has computed any consideration paid to it to
acquire the Class R Certificate in accordance with proposed U.S. Treasury
Regulations Sections 1.860E-1(c)(4)(iii) and 1.860E-1(c)(5) (or, after they have
been finalized, the final regulations) by computing present values using a
discount rate at least equal to the rate at which the Transferee regularly
borrows, in the ordinary course of its trade or business, substantial funds from
unrelated parties. The Transferee has provided all information necessary to
demonstrate to the transferor that it regularly borrows at such rate.

                  The transfer of the Class R Certificate complies with Section
6 of Revenue Procedure 2001-12 (the "Revenue Procedure"), 2001-3 I.R.B. 335
(January 16, 2001) (or comparable provisions of applicable final U.S. Treasury
Regulations) and, accordingly,

                  (i) the Transferee is an "eligible corporation," as defined in
Section 860L(a)(2) of the Code, 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 year of the transfer, the Transferee
had gross assets for financial reporting purposes (excluding any obligation of a
person related to the Investor within the meaning of Section 860L(g) of the Code
and excluding any other asset if a principal purpose for holding or acquiring
that asset is to permit the Transferee to satisfy this Section 13(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 Section 860(a)(2) of the
Code, in a transaction that satisfies the requirements of Section 4 of the
Revenue Procedure and the transfer is not to a foreign branch 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

                  (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.



<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 2001-TOP5 (the
                  "Certificates")

Dear Sirs:

                  This letter is delivered to you in connection with the
transfer by _________________ (the "Transferor") to _________________ (the
"Transferee") of [Class R-I] [Class R-II] [Class R-III] Certificates evidencing
a ____% Percentage Interest in such Class (the "Residual Certificates"). The
Certificates, including the Residual Certificates, were issued pursuant to the
Pooling and Servicing Agreement, dated as of December 1, 2001 (the "Pooling and
Servicing Agreement"), among Morgan Stanley Dean Witter Capital I Inc., as
Depositor, Wells Fargo Bank, National Association, as Master Servicer, GMAC
Commercial Mortgage Corporation, 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 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 2001-TOP5, CLASS ___ (THE "CERTIFICATES")

TO:      Morgan Guaranty Trust Company
              of New York, Brussels Office
              Euroclear Operation Center
                       or
                  CEDEL, S.A.

                  This is to certify that as of the date hereof, and except as
set forth below, the above-captioned Certificates held by you or on your behalf
for our account are beneficially owned by (a) non -U.S person(s) or (b) U.S.
person(s) who purchased the Certificates in transactions which did not require
registration under the United States Securities Act of 1933, as amended (the
"Securities Act"). As used in this paragraph, the term "U.S. person" has the
meaning given to it by Regulation S under the Securities Act. To the extent that
we hold an interest in any of the Certificates on behalf of person(s) other than
ourselves, we have received certifications from such person(s) substantially
identical to the certifications set forth herein.

                  We undertake to advise you promptly by tested telex on or
prior to the date on which you intend to submit your certification relating to
the Certificates held by you or on your behalf for our account in accordance
with your operating procedures if any applicable statement herein is not correct
on such date, and in the absence of any such notification it may be assumed that
this certification applies as of such date.

                  This certification excepts and does not relate to $__________
of such beneficial interest in the above Certificates in respect of which we are
not able to certify and as to which we understand the exercise of any rights to
payments thereon and the exchange for definitive Certificates or for an interest
in definitive Certificates in global form cannot be made until we do so certify.

                  We understand that this certification is required in
connection with certain securities laws of the United States. In connection
therewith, if administrative or legal proceedings are commenced or threatened in
connection with which this certification is or would be relevant, we irrevocably
authorize you to produce this certification to any interested party in such
proceedings.

Dated:  __________, 2001

                                    By: _______________________________________
                                    As, or as agent for, the beneficial owner(s)
                                    of the Certificates to which this
                                    certificate relates.



<PAGE>

                                   EXHIBIT G-1

                       FORM OF PRIMARY SERVICING AGREEMENT


                            [Available Upon Request]



<PAGE>





                                   EXHIBIT G-2

                       FORM OF PRIMARY SERVICING AGREEMENT


                            [Available Upon Request]


<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 2001-TOP5, 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
Certificate1 for its own account or for one or more institutional accounts for
which it is acting as fiduciary or agent in a minimum amount equivalent to not
less than U.S.[$25,000] [$100,000] and integral multiples of U.S. $1 in excess
thereof for each such account.

                                       Very truly yours,

                                       [NAME OF HOLDER OF CERTIFICATE]


                                       By: ___________________________________
                                           [Name], [Chief Financial
                                           or other Executive Officer]



------------------------
(1)  [NOTE: INFORMATION PROVIDED ABOVE WITH RESPECT TO PURCHASER AND
          THE FOREGOING REPRESENTATION MUST BE PROVIDED TO THE
          CERTIFICATE REGISTRAR UPON ANY TRANSFER OF CERTIFICATES IF THE
          CERTIFICATES ARE NO LONGER HELD IN GLOBAL FORM.]


<PAGE>


                                    EXHIBIT I

                     FORM OF EUROCLEAR OR CEDEL CERTIFICATE


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                  SERIES 2001-TOP5, 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 2001-TOP5

                  This is to certify that, based solely on certifications we
have received in writing, by tested telex or by electronic transmission from
member organizations appearing in our records as persons being entitled to a
portion of the principal amount of the Certificates set forth below (our "Member
Organizations") substantially to the effect set forth in the Pooling and
Servicing Agreement dated as of December 1, 2001 (the "Pooling and Servicing
Agreement") among both of you, Morgan Stanley Dean Witter Capital I Inc., ABN
AMRO Bank N.V., GMAC Commercial Mortgage Corporation, 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


<PAGE>

<TABLE>
<CAPTION>

                                                     MSDWCI 2001-TOP5
------------------------------------------------------------------------------------------------------------------------------------
                                        ADMINISTRATIVE COST RATE SCHEDULE

LOAN POOL NO.         MORTGAGE LOAN SELLER         PROPERTY NAME                            CUT-OFF DATE BALANCE
-------------         --------------------         -------------                            ---------------------
<S>                   <C>                          <C>                                      <C>
     162              WFB                          IPITEK Building                                             $994,883
     163              WFB                          Park Terrace Mobile Home Park                               $993,591
     164              WFB                          111-151 E. Brokaw Road                                      $993,555
     165              WFB                          Portola Drive                                               $960,328
     166              WFB                          Birdneck Shoppes                                            $896,531
     167              WFB                          44 West Street                                              $874,734
     168              WFB                          Grocery Outlet Oregon                                       $871,237
     169              WFB                          South Garfield Avenue                                       $796,817
     170              WFB                          2601 E. Del Amo Blvd                                        $796,636
     171              WFB                          Fiske Place                                                 $647,394
     123              WFB                          Ramsey Square                                             $2,143,548
     125              WFB                          Orange Village Mobile Home Park                           $1,995,566
     126              WFB                          Cala Foods Center                                         $1,993,243
     127              WFB                          Hayvenhurst Avenue Industrial                             $1,883,683
     128              WFB                          Lakeview Court Apartments                                 $1,843,639
     129              WFB                          Triangle Self Storage                                     $1,793,919
     130              WFB                          Secure Computing                                          $1,704,834
     131              WFB                          Toro Building                                             $1,674,324
     132              WFB                          1084 N. El Camino Real                                    $1,641,122
     133              WFB                          Monks Place                                               $1,639,681
     134              WFB                          Las Casitas Apartments                                    $1,604,317
     136              WFB                          Imperial Medical Office Center                            $1,593,841
     137              WFB                          Fountain Hills                                            $1,567,661
     138              WFB                          Signal Hill Industrial Park                               $1,509,800
     139              WFB                          The Lofts of Sandcreek                                    $1,494,471
     140              WFB                          Santa Rosa Center                                         $1,493,597
     141              WFB                          Lackman                                                   $1,492,738
     142              WFB                          Sachs Building                                            $1,477,993
     143              WFB                          356-374 South Milpitas Boulevard                          $1,445,165
     144              WFB                          Riverside Mini Storage                                    $1,444,471
     145              WFB                          Sunrise Court Apartments                                  $1,394,840
     146              WFB                          200 W. 140th St                                           $1,393,658
     149              WFB                          Borregas Avenue                                           $1,320,582
     150              WFB                          Bellaire-Hillcroft Mini Storage                           $1,294,807
     151              WFB                          Arcadia Self Storage                                      $1,294,667
     152              WFB                          Dell Avenue                                               $1,291,669
     153              WFB                          Roosevelt Estates                                         $1,288,530
     154              WFB                          Birchwood Apartments                                      $1,255,885
     156              WFB                          Stadium Office Park                                       $1,243,261
     157              WFB                          Auburn Commercial Park                                    $1,236,306
     158              WFB                          Broadway Industrial Parkway                               $1,192,134
     159              WFB                          Keller Springs Medical Plaza                              $1,191,124
     160              WFB                          4125 Blackford Avenue                                     $1,094,194
     161              WFB                          MacMain Plaza                                             $1,091,530
     11               PCF                          Great America Technical Center                           $37,756,773
     12               PCF                          One & Two Greenwood Plaza                                $29,000,000
     14               PCF                          Union Bank Square                                        $27,318,613
     16               PCF                          Jacobs Woods                                             $22,963,688
     17               PCF                          Ryders Crossing Shopping Center                          $21,939,839


<CAPTION>
                                  MASTER             PRIMARY
MASTER FEE    PRIMARY FEE    EXCESS SERVICING    EXCESS SERVICING    DEAL FEES*   TRUSTEE FEE     ADMINISTRATIVE COST RATE
----------    -----------    ----------------    ----------------    ----------   -----------     ------------------------
 <C>            <C>              <C>                 <C>              <C>         <C>                   <C>
    2              1                12                  0                3           0.25                  15.25
    2              1                12                  0                3           0.25                  15.25
    2              1                12                  0                3           0.25                  15.25
    2              1                12                  0                3           0.25                  15.25
    2              1                12                  0                3           0.25                  15.25
    2              1                12                  0                3           0.25                  15.25
    2              1                12                  0                3           0.25                  15.25
    2              1                12                  0                3           0.25                  15.25
    2              1                12                  0                3           0.25                  15.25
    2              1                12                  0                3           0.25                  15.25
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1               4.5                  0                3           0.25                   7.75
    2              1                2                   0                3           0.25                   5.25
    2              1                2                   0                3           0.25                   5.25
    2              1                2                   0                3           0.25                   5.25
    2              1                2                   0                3           0.25                   5.25
    2              1                2                   0                3           0.25                   5.25
<PAGE>



                                                     MSDWCI 2001-TOP5
------------------------------------------------------------------------------------------------------------------------------------
                                        ADMINISTRATIVE COST RATE SCHEDULE

<CAPTION>

LOAN POOL NO.     MORTGAGE LOAN SELLER     PROPERTY NAME                                              CUT-OFF DATE BALANCE
-------------     --------------------     -------------                                              ---------------------
<S>               <C>                      <C>                                                            <C>
     18           PCF                      Cumberland Center I Office Building                               $19,176,303
     31           PCF                      Gwinnett Pavilion                                                  $4,229,430
     32           PCF                      Town Point Business Park                                          $12,270,570
     34           PCF                      Schaefer Court II; Rotunda Court II & III; Tokico Build           $15,950,695
     40           PCF                      Impath Building                                                   $12,275,942
     45           PCF                      Shaw's Plaza Shopping Center                                      $10,952,270
     52           PCF                      Rianna Apartments                                                  $9,228,337
     58           PCF                      Air Park                                                           $7,983,677
     61           PCF                      Kelly Square                                                       $7,484,482
     62           PCF                      Amber Grove Apartments                                             $7,482,565
     74           PCF                      Raia Properties                                                    $7,284,888
     76           PCF                      Ryan Medical Arts Building                                         $6,936,312
     77           PCF                      Mentor Commons Shopping Center                                     $6,694,976
     81           PCF                      Rock Springs & Palm Isle                                           $6,287,610
     86           PCF                      Spirent Communications                                             $5,980,722
     87           PCF                      150 North Hill Drive                                               $5,736,872
     90           PCF                      Route 1 Retail                                                     $5,459,502
     91           PCF                      Green Hills Office Park                                            $5,436,038
     94           PCF                      Mercado Shopping Center                                            $5,242,669
     97           PCF                      West By Northwest Business Park                                    $4,965,037
     98           PCF                      Boynton Commerce Center II                                         $4,957,441
     100          WFB                      Harbor Division Warehouse                                          $4,584,211
     102          PCF                      Coweta Crossing Shopping Center                                    $4,190,149
     103          PCF                      Hillside III                                                       $4,189,458
     104          PCF                      The Park                                                           $3,991,323
     105          WFB                      TeleTech - Stockton                                                $3,978,751
     106          WFB                      Highland Industrial Center                                         $3,902,093
     107          WFB                      1300 U Street                                                      $3,385,089
     108          PCF                      McCullers Crossing Shopping Center                                 $3,193,224
     110          WFB                      Agoura Business Center                                             $2,991,086
     111          WFB                      Westco Chemical, Inc.                                              $2,974,257
     112          WFB                      60 Broadway                                                        $2,887,551
     113          WFB                      Longs Drugs Alameda                                                $2,689,007
     114          WFB                      Park Pointe Plaza                                                  $2,678,841
     115          WFB                      Eldorado Business Park                                             $2,637,235
     116          WFB                      Walgreens--Van Nuys                                                $2,561,301
     117          WFB                      315 - 321 Castro Street                                            $2,489,547
     118          WFB                      A Aardvark Self-Storage                                            $2,437,672
     120          WFB                      The Malls                                                          $2,293,522
     121          WFB                      Walgreens (Chicago, IL)                                            $2,185,194
     122          WFB                      One Medical Center                                                 $2,152,994
     135          PCF                      Stockbridge Village Shopping Center                                $1,597,911
     155          PCF                      The Shops At Hamilton Creek                                        $1,246,255
     33           MSDWMC                   11645 Wilshire Blvd                                               $15,952,276
     80           MSDWMC                   Foothill Plaza Shopping Center                                     $6,378,080
     93           MSDWMC                   Lindale Crossing Shopping Center                                   $5,289,560


<CAPTION>
                                  MASTER             PRIMARY
MASTER FEE    PRIMARY FEE    EXCESS SERVICING    EXCESS SERVICING    DEAL FEES*   TRUSTEE FEE     ADMINISTRATIVE COST RATE
----------    -----------    ----------------    ----------------    ----------   -----------     ------------------------
 <C>         <C>              <C>                 <C>              <C>            <C>                   <C>
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2             1                 2                   0                 3           0.25                  5.25
    2            10                 1                   0                 12          0.25                 13.25
    2            10                 1                   0                 12          0.25                 13.25
    2            10                 1                   0                 12          0.25                 13.25


</TABLE>

*Deal Fees are equal to the Master Fee + Primary Fee
<PAGE>


<TABLE>
<CAPTION>

                                                     MSDWCI 2001-TOP5
------------------------------------------------------------------------------------------------------------------------------------
                                        ADMINISTRATIVE COST RATE SCHEDULE

   LOAN POOL NO.         MORTGAGE LOAN SELLER         PROPERTY NAME                            CUT-OFF DATE BALANCE
   -------------         --------------------         -------------                            ---------------------
<S>                   <C>                          <C>                                      <C>
Loan shaded in yellow have sub-servicers















<CAPTION>
                                  MASTER             PRIMARY
MASTER FEE    PRIMARY FEE    EXCESS SERVICING    EXCESS SERVICING    DEAL FEES*   TRUSTEE FEE     ADMINISTRATIVE COST RATE
----------    -----------    ----------------    ----------------    ----------   -----------     ------------------------
 <C>         <C>              <C>                 <C>              <C>            <C>                   <C>










</TABLE>


<PAGE>
                                   EXHIBIT K-1

                                   [Reserved]



<PAGE>

                                   EXHIBIT K-2

                          FORM OF PURCHASE AGREEMENT II



<PAGE>



                        MORTGAGE LOAN PURCHASE AGREEMENT
                              (WELLS FARGO LOANS)

          Mortgage Loan Purchase Agreement ("Agreement"), dated as of December
19, 2001, between Wells Fargo Bank, National Association (the "Seller"), and
Morgan Stanley Dean Witter Capital I Inc. (the "Purchaser").

          The Seller agrees to sell and the Purchaser agrees to purchase
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), to be dated as of December 1, 2001, between the
Purchaser, as depositor, Wells Fargo Bank, National Association, as master
servicer (the "Master Servicer"), GMAC Commercial Mortgage Corporation, as
special servicer (the "Special Servicer"), LaSalle Bank National Association,
as trustee (the "Trustee"), Wells Fargo Bank Minnesota, National Association,
as paying agent and certificate registrar and ABN AMRO Bank N.V., as fiscal
agent (the "Fiscal Agent"). In exchange for the Mortgage Loans and certain
other mortgage loans to be purchased by the Purchaser (collectively the "Other
Mortgage Loans"), the Trust will issue to the Depositor pass-through
certificates to be known as Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001-TOP5 (the
"Certificates"). The Certificates will be issued pursuant to the Pooling and
Servicing Agreement.

          Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

          The Class A-1, Class A-2, Class A-3, Class A-4, Class B and Class C
Certificates (the "Public Certificates") will be sold by the Purchaser to
Morgan Stanley & Co. Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs &
Co. and Wells Fargo Brokerage Services, LLC (the "Underwriters"), pursuant to
an Underwriting Agreement, between the Purchaser and the Underwriters, dated
December 19, 2001 (the "Underwriting Agreement"), and the Class X-1, Class
X-2, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class R-I, Class R-II and Class R-III Certificates (the "
Private Certificates") will be sold by the Purchaser to Morgan Stanley & Co.
Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs & Co. and Wells Fargo
Brokerage Services, LLC (the "Initial Purchasers") pursuant to a Certificate
Purchase Agreement, between the Purchaser and the Initial Purchasers, dated
December 19, 2001 (the "Certificate Purchase Agreement"). The Underwriters
will offer the Public Certificates for sale publicly pursuant to a Prospectus
dated October 9, 2001, as supplemented by a Prospectus Supplement dated
December 19, 2001 (together, the "Prospectus Supplement"), and the Initial
Purchasers will offer the Private Certificates for sale in transactions exempt
from the registration requirements of the Securities Act of 1933 pursuant to a
Private Placement Memorandum dated December 19, (the "Memorandum").

          In consideration of the mutual agreements contained herein, the Seller
and the Purchaser hereby agree as follows:

          SECTION 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans
identified on the

<PAGE>

schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such
schedule may be amended to reflect the actual Mortgage Loans accepted by the
Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the
Mortgage Loans is December 1, 2001. The Mortgage Loans will have an aggregate
principal balance as of the close of business on the Cut-Off Date, after giving
effect to any payments due on or before such date, whether or not received, of
$286,305,581. The sale of the Mortgage Loans shall take place on December 27,
2001 or such other date as shall be mutually acceptable to the parties hereto
(the "Closing Date"). The purchase price to be paid by the Purchaser for the
Mortgage Loans shall equal the amount set forth as such purchase price on
Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire
transfer in immediately available funds on the Closing Date.

          On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 14), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 14).

          SECTION 2. Conveyance of Mortgage Loans. Effective as of the Closing
Date, subject only to receipt of the consideration referred to in Section 1
hereof and the satisfaction of the conditions specified in Sections 6 and 7
hereof, the Seller does hereby transfer, assign, set over and otherwise convey
to the Purchaser, without recourse, all the right, title and interest of the
Seller in and to the Mortgage Loans identified on the Mortgage Loan Schedule as
of the Closing Date. The Mortgage Loan Schedule, as it may be amended from time
to time on or prior to the Closing Date, shall conform to the requirements of
this Agreement and the Pooling and Servicing Agreement. In connection with such
transfer and assignment, the Seller shall deliver to or on behalf of the
Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for each Mortgage Loan and on
or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 5 in favor of
the Trustee 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 Pooling and Servicing Agreement and
any intervening assignments with evidence of recording thereon that are
required to be included in the Mortgage Files (so long as original counterparts
have previously been delivered to the Trustee). The Seller agrees to reasonably
cooperate with the Trustee and the Special Servicer in connection with any
additional powers of attorney or revisions thereto that are requested by such
parties for purposes of such recordation. The parties hereto agree that no such
power of attorney shall be used with respect to any Mortgage Loan by or under
authorization by any party hereto except to the extent that the absence of a
document described in the second preceding sentence with respect to such
Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180
days following the delivery of notice of such absence to the Seller, but in no
event earlier than 18 months from the Closing Date, and (ii) the date (if any)
on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Trustee shall submit such documents, at the Seller's expense, after the periods
set forth above, provided, however, the Trustee shall not submit such
assignments for recording if the Seller produces evidence that it has sent any
such assignment for recording and certifies that the Seller is awaiting its
return from the applicable recording office. In addition, not later than the
30th day following the Closing Date, the Seller shall deliver to or on behalf
of


                                       2
<PAGE>

the Trustee each of the remaining documents or instruments specified below
(with such exceptions as are permitted by this Section) with respect to each
Mortgage Loan (each, a "Mortgage File"). (The Seller acknowledges that the
term "without recourse"does not modify the duties of the Seller under Section
5 hereof.)

          All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

          (a) The original Mortgage Note bearing all intervening endorsements,
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 2001-TOP5, 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;

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

          (c) The originals of all agreements modifying a Money Term or other
material modification, consolidation and extension agreements, if any, with
evidence of recording thereon, or if any such original modification,
consolidation or extension agreement has been delivered to the appropriate
recording office for recordation and either has not yet been returned on or
prior to the 45th day following the Closing Date with evidence of recordation
thereon or has been lost after recordation, a true copy of such modification,
consolidation or extension certified by the Seller together with (i) in the
case of a delay caused by the public recording office, an Officer's Certificate
of the Seller stating that such original modification, consolidation or
extension agreement has been dispatched or sent to the appropriate public
recording official for recordation or (ii) in the case of an original
modification, consolidation or extension agreement that has been lost after
recordation, a certification by the appropriate county recording office where
such document is recorded that such copy is a true and complete copy of the
original recorded modification, consolidation or extension agreement, and the
originals of all assumption agreements, if any;

                                       3
<PAGE>

          (d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording, 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 2001-TOP5";

          (e) Originals of all intervening assignments of Mortgage, if any,
with evidence of recording thereon or, if such original assignments of Mortgage
have been delivered to the appropriate recorder's office for recordation,
certified true copies of such assignments of Mortgage certified by the Seller,
or in the case of an original blanket intervening assignment of Mortgage
retained by the Seller, a copy thereof certified by the Seller or, if any
original intervening assignment of Mortgage has not yet been returned on or
prior to the 45th day following the Closing Date from the applicable recording
office or has been lost, a true and correct copy thereof, together with (i) in
the case of a delay caused by the public recording office, an Officer's
Certificate of the Seller stating that such original intervening assignment of
Mortgage has been sent to the appropriate public recording official for
recordation or (ii) in the case of an original intervening Assignment of
Mortgage that has been lost after recordation, a certification by the
appropriate county recording office where such assignment is recorded that such
copy is a true and complete copy of the original recorded intervening
Assignment of Mortgage;

          (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment of Leases has not been returned on or prior to
the 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 (i) an original of each assignment of such Assignment
of Leases with evidence of recording thereon and showing a complete recorded
chain of assignment from the named assignee to the holder of record, and if any
such assignment of such Assignment of Leases has not been returned from the
applicable public recording office, a copy of such assignment certified by the
Seller to be a true and complete copy of the original assignment submitted for
recording, and (ii) an original assignment of such Assignment of Leases, in
recordable form, signed by the holder of record in favor of "LaSalle Bank
National Association, as Trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001-TOP5,"which
assignment may be effected in the related Assignment of Mortgage;

          (g) The original of each guaranty, if any, constituting additional
security for the repayment of such Mortgage Loan;

          (h) The original Title Insurance Policy, or in the event such
original Title Insurance Policy has not been issued, an original binder 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;

          (i) (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;

                                       4
<PAGE>

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

          (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements (including, without limitation, the Intercreditor
Agreement) (and a copy (that is, not an original) of the mortgage note
evidencing the related B Note), if any, related to any Mortgage Loan;

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

          (m) The original environmental indemnity agreement, if any, related
to any Mortgage Loan;

          (n) Third-party management agreements for hotels and mortgage
properties securing Mortgage Loans with a Cut-Off Date principal balance equal
to or greater than $20,000,000;

          (o) Any Environmental Insurance Policy; and

          (p) Any affidavit and indemnification agreement.


                                       5
<PAGE>


          The original of each letter of credit referred to in clause (l) above
shall be delivered to the Primary Servicer, the Master Servicer or the Trustee
(as the case may be) within 45 days of the Closing Date. In addition, a copy of
any ground lease shall be delivered to the Primary Servicer within 30 days of
the Closing Date. Any failure to deliver any ground lease shall constitute a
document defect.

          "Officer's Certificate"shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any Senior
Vice President, any Vice President, any Assistant Vice President, any Treasurer
or any Assistant Treasurer.

          The Assignments of Mortgage and assignment of Assignment of Leases
referred to in clauses (d), (e) and (f) may be in the form of a single
instrument assigning the Mortgage and the Assignment of Leases to the extent
permitted by applicable law. To avoid the unnecessary expense and
administrative inconvenience associated with the execution and recording or
filing of multiple assignments of mortgages, assignments of leases (to the
extent separate from the mortgages) and assignments of UCC financing
statements, the Seller shall execute, in accordance with the third succeeding
paragraph, the assignments of mortgages, the assignments of leases (to the
extent separate from the mortgages) and the assignments of UCC financing
statements relating to the Mortgage Loans naming the Trustee on behalf of the
Certificateholders as assignee. Notwithstanding the fact that such assignments
of mortgages, assignments of leases (to the extent separate from the
assignments of mortgages) and assignments of UCC financing statements shall
name the Trustee on behalf of the Certificateholders as the assignee, the
parties hereto acknowledge and agree that the Mortgage Loans shall for all
purposes be deemed to have been transferred from the Seller to the Purchaser
and from the Purchaser to the Trustee on behalf of the Certificateholders.

          If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, solely because of a
delay caused by the public recording office where such document or instrument
has been delivered for recordation within such 45 day period, but the Seller
delivers a photocopy thereof (certified by the appropriate county recorder's
office to be a true and complete copy of the original thereof submitted for
recording), to the Trustee within such 45 day period, the Seller shall then
deliver within 90 days after the Closing Date the recorded document (or within
such longer period after the Closing Date as the Trustee may consent to, which
consent shall not be unreasonably withheld so long as the Seller is, as
certified in writing to the Trustee no less often than monthly, in good faith
attempting to obtain from the appropriate county recorder's office such
original or photocopy).

          The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due thereon after the Cut-Off
Date, all other payments of principal collected after the Cut-Off Date (other
than scheduled payments of principal due on or before the Cut-Off Date), and
all payments of interest on the Mortgage Loans allocable to the period
commencing on the Cut-Off Date. All scheduled payments of principal and
interest due on or before the Cut-Off Date and collected after the Cut-Off Date
shall belong to the Seller.

          Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to
be submitted for

                                       6
<PAGE>

recordation at the expense of the Seller, in the appropriate public office for
real property records, each assignment referred to in clauses (d) and (f)(ii)
above. Within 90 days following the Closing Date, the Seller shall deliver and
the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for filing, at the expense of the Seller, in the appropriate public
office for Uniform Commercial Code financing statements, the assignment
referred to in clause (i) above. If any such document or instrument is lost or
returned unrecorded or unfiled, as the case may be, because of a defect
therein, the Seller shall prepare a substitute therefor or cure such defect,
and the Seller shall, at its own expense (except in the case of a document or
instrument that is lost by the Trustee), record or file, as the case may be,
and deliver such document or instrument in accordance with this Section 2.

          Documents that are in the possession of the Seller, its agents or its
subcontractors that relate to the Mortgage Loans and that are not required to
be delivered to the Trustee shall be shipped by the Seller to or at the
direction of the Master Servicer, on behalf of the Purchaser, on or prior to
the 75th day after the Closing Date, in accordance with Section 3.1 of the
Primary Servicing Agreement, if applicable.

          The documents required to be delivered to the Master Servicer (or in
the alternative, the Primary Servicer) shall include, to the extent required to
be (and actually) delivered to the Seller pursuant to the applicable Mortgage
Loan documents, copies of the following items: the Mortgage Note, any Mortgage,
the Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Borrower/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 Primary Servicer shall be deemed a delivery to the
Master Servicer and satisfy Seller's obligations under this sub-paragraph.

          Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the
Purchaser and its assigns, and the ownership of all records and documents with
respect to the related Mortgage Loan prepared by or that come into the
possession of the Seller shall immediately vest in the Purchaser and its
assigns, and shall be delivered promptly by the Seller to or on behalf of
either the Trustee or the Master Servicer as set forth herein, subject to the
requirements of the Primary Servicing Agreement. The Seller's and Purchaser's
records shall reflect the transfer of each Mortgage Loan from the Seller to the
Purchaser and its assigns as a sale.

          It is the express intent of the parties hereto that the conveyance of
the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the
intent of the parties, the Mortgage Loans or any related property are held to
be the property of the Seller, or if for any other reason this

                                       7
<PAGE>

Agreement is held or deemed to create a security interest in the Mortgage Loans
or any related property, then:

          (i) this Agreement shall be deemed to be a security agreement; and

          (ii) the conveyance provided for in this Section 2 shall be deemed to
be a grant by the Seller to the Purchaser of a security interest in all of the
Seller's right, title, and interest, whether now owned or hereafter acquired,
in and to:

                    (A) All accounts, general intangibles, chattel paper,
          instruments, documents, money, deposit accounts, certificates of
          deposit, goods, letters of credit, advices of credit and investment
          property consisting of, arising from or relating to any of the
          following property: the Mortgage Loans identified on the Mortgage
          Loan Schedule, including the related Mortgage Notes, Mortgages,
          security agreements, and title, hazard and other insurance policies,
          all distributions with respect thereto payable after the Cut-Off
          Date, all substitute or replacement Mortgage Loans and all
          distributions with respect thereto, and the Mortgage Files;

                    (B) All accounts, general intangibles, chattel paper,
          instruments, documents, money, deposit accounts, certificates of
          deposit, goods, letters of credit, advices of credit, investment
          property and other rights arising from or by virtue of the
          disposition of, or collections with respect to, or insurance proceeds
          payable with respect to, or claims against other Persons with respect
          to, all or any part of the collateral described in clause (A) above
          (including any accrued discount realized on liquidation of any
          investment purchased at a discount); and

                    (C) All cash and non-cash proceeds of the collateral
          described in clauses (A) and (B) above.

          The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and
9-115 thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

          Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

          The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a

                                       8
<PAGE>

security interest in the property described above, such security interest would
be deemed to be a perfected security interest of first priority under
applicable law and will be maintained as such throughout the term of the
Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

          Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause
(a) above) required to be delivered to or on behalf of the Trustee or the
Master Servicer pursuant to this Section 2 on or before the Closing Date is not
so delivered, or is not properly executed or is defective on its face, and the
Purchaser's acceptance of the related Mortgage Loan on the Closing Date shall
in no way constitute a waiver of such omission or defect or of the Purchaser's
or its successors' and assigns' rights in respect thereof pursuant to Section
5.

          SECTION 3. Examination of Mortgage Files and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its
due diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

          On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, each Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller during normal
business hours and shall not be conducted in a manner that is disruptive to the
Seller's normal business operations upon reasonable prior advance notice. In
the course of such examinations and audits, the Seller will make available to
such representatives of any of the Purchaser, each Underwriter, each Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully
with any such examination and audit in all material respects. On or prior to
the Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition,

                                       9
<PAGE>

financial statements as provided to the Purchaser or other developments
affecting the Seller's ability to consummate the transactions contemplated
hereby or otherwise affecting the Seller in any material respect. Within 45
days after the Closing Date, the Seller shall provide the Master Servicer or
Primary Servicer, if applicable, with any additional information identified by
the Master Servicer or Primary Servicer, if applicable, as necessary to
complete the CMSA Property File, to the extent that such information is
available.

          The Purchaser may exercise any of its rights hereunder through one or
more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

          The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however,
that such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies.
If the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser
shall use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

          SECTION 4. Representations and Warranties of the Seller and the
Purchaser.

          (a) To induce the Purchaser to enter into this Agreement, the Seller
hereby makes for the benefit of the Purchaser and its assigns with respect to
each Mortgage Loan as of the date hereof (or as of such other date specifically
set forth in the particular representation and warranty) each of the
representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further
represents and warrants to the Purchaser as of the date hereof that:

                    (i) The Seller is duly organized and is validly existing as
          a national banking association in good standing under the laws of the
          United States of America. The Seller has the requisite power and
          authority and legal right to own the Mortgage Loans and to

                                      10
<PAGE>

          transfer and convey the Mortgage Loans to the Purchaser and has the
          requisite power and authority to execute and deliver, engage in the
          transactions contemplated by, and perform and observe the terms and
          conditions of this Agreement.

                    (ii) This Agreement has been duly and validly authorized,
          executed and delivered by the Seller, and assuming the due
          authorization, execution and delivery hereof by the Purchaser, this
          Agreement constitutes the valid, legal and binding agreement of the
          Seller, enforceable in accordance with its terms, except as such
          enforcement may be limited by (A) laws relating to bankruptcy,
          insolvency, reorganization, receivership or moratorium, (B) other
          laws relating to or affecting the rights of creditors generally, (C)
          general equity principles (regardless of whether such enforcement is
          considered in a proceeding in equity or at law) or (D) public policy
          considerations underlying the securities laws, to the extent that
          such public policy considerations limit the enforceability of the
          provisions of this Agreement that purport to provide indemnification
          from liabilities under applicable securities laws.

                    (iii) No consent, approval, authorization or order of,
          registration or filing with, or notice to, any governmental authority
          or court is required, under federal or state law, for the execution,
          delivery and performance of or compliance by the Seller with this
          Agreement, or the consummation by the Seller of any transaction
          contemplated hereby, other than (1) such qualifications as may be
          required under state securities or blue sky laws, (2) the filing or
          recording of financing statements, instruments of assignment and
          other similar documents necessary in connection with the Seller's
          sale of the Mortgage Loans to the Purchaser, (3) such consents,
          approvals, authorizations, qualifications, registrations, filings or
          notices as have been obtained and (4) where the lack of such consent,
          approval, authorization, qualification, registration, filing or
          notice would not have a material adverse effect on the performance by
          the Seller under this Agreement.

                    (iv) Neither the transfer of the Mortgage Loans to the
          Purchaser, nor the execution, delivery or performance of this
          Agreement by the Seller, conflicts or will conflict with, results or
          will result in a breach of, or constitutes or will constitute a
          default under (A) any term or provision of the Seller's articles of
          organization or by-laws, (B) any term or provision of any material
          agreement, contract, instrument or indenture to which the Seller is a
          party or by which it or any of its assets is bound or results in the
          creation or imposition of any lien, charge or encumbrance upon any of
          its property pursuant to the terms of any such indenture, mortgage,
          contract or other instrument, other than pursuant to this Agreement,
          or (C) after giving effect to the consents or taking of the actions
          contemplated in subsection (iii), any law, rule, regulation, order,
          judgment, writ, injunction or decree of any court or governmental
          authority having jurisdiction over the Seller or its assets, except
          where in any of the instances contemplated by clauses (B) or (C)
          above, any conflict, breach or default, or creation or imposition of
          any lien, charge or encumbrance, will not have a material adverse
          effect on the consummation of the transactions contemplated hereby by
          the Seller or its ability to perform its obligations and duties
          hereunder or result in any material adverse change in the business,
          operations, financial condition, properties or assets of the Seller,
          or in any material impairment of the right or ability of the Seller
          to carry on its business substantially as now conducted.

                                      11
<PAGE>

                    (v) There are no actions or proceedings against, or
          investigations of, the Seller pending or, to the Seller's knowledge,
          threatened in writing against the Seller before any court,
          administrative agency or other tribunal, the outcome of which could
          reasonably be expected to materially and adversely affect the
          transfer of the Mortgage Loans to the Purchaser or the execution or
          delivery by, or enforceability against, the Seller of this Agreement
          or have an effect on the financial condition of the Seller that would
          materially and adversely affect the ability of the Seller to perform
          its obligations under this Agreement.

                    (vi) On the Closing Date, the sale of the Mortgage Loans
          pursuant to this Agreement will effect a transfer by the Seller of
          all of its right, title and interest in and to the Mortgage Loans to
          the Purchaser.

                    (vii) To the Seller's knowledge, the Seller's Information
          (as defined in that certain indemnification agreement, dated December
          19, 2001, between the Seller, the Purchaser, the Underwriters and the
          Initial Purchasers (the "Indemnification Agreement")) relating to
          the Mortgage Loans does not contain any untrue statement of a
          material fact or omit to state a material fact necessary to make the
          statements therein, in the light of the circumstances under which
          they were made, not misleading. Notwithstanding anything contained
          herein to the contrary, this subparagraph (vii) shall run exclusively
          to the benefit of the Purchaser and no other party.

          To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those
set forth on Exhibit 2 hereto will be true and correct in all material respects
on and as of the Closing Date with the same effect as if made on the Closing
Date.

          Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

          (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:

                    (i) The Purchaser is duly organized and is validly existing
          as a corporation in good standing under the laws of the State of
          Delaware. The Purchaser has the requisite power and authority and
          legal right to own the Mortgage Loans and to receive the transfer and
          conveyance of the Mortgage Loans and has the requisite power and
          authority to execute, engage in the transactions contemplated by, and
          perform and observe the terms and conditions of this Agreement.

                    (ii) The Purchaser has full power and authority to acquire
          the Mortgage Loans, to execute and deliver this Agreement and to
          enter into and consummate all transactions contemplated by this
          Agreement. The Purchaser has duly and validly authorized the
          execution, delivery and performance of this Agreement and has duly
          and validly executed and delivered this Agreement. This Agreement,
          assuming due authorization, execution and delivery by the Seller,
          constitutes the valid and binding

                                      12
<PAGE>

          obligation of the Purchaser, enforceable against it in accordance
          with its terms, except as such enforceability may be limited by
          bankruptcy, insolvency, reorganization, moratorium and other similar
          laws affecting the enforcement of creditors' rights generally and by
          general principles of equity, regardless of whether such enforcement
          is considered in a proceeding in equity or at law.

                    (iii) No consent, approval, authorization or order of,
          registration or filing with, or notice to, any governmental authority
          or court is required, under federal or state law, for the execution,
          delivery and performance of or compliance by the Purchaser with this
          Agreement, or the consummation by the Purchaser of any transaction
          contemplated hereby that has not been obtained or made by the
          Purchaser.

                    (iv) Neither the purchase of the Mortgage Loans nor the
          execution, delivery and performance of this Agreement by the
          Purchaser will violate the Purchaser's certificate of incorporation
          or by-laws or constitute a default (or an event that, with notice or
          lapse of time or both, would constitute a default) under, or result
          in a breach of any material agreement, contract, instrument or
          indenture, to which the Purchaser is a party or that may be
          applicable to the Purchaser or its assets.

                    (v) The Purchaser's execution and delivery of this
          Agreement and its performance and compliance with the terms of this
          Agreement will not constitute a violation of, any law, rule, writ,
          injunction, order or decree of any court, or order or regulation of
          any federal, state or municipal government agency having jurisdiction
          over the Purchaser or its assets, which violation could materially
          and adversely affect the condition (financial or otherwise) or the
          operation of the Purchaser or its assets or could materially and
          adversely affect its ability to perform its obligations and duties
          hereunder.

                    (vi) There are no actions or proceedings against, or
          investigations of, the Purchaser pending or, to the Purchaser's
          knowledge, threatened against the Purchaser before any court,
          administrative agency or other tribunal, the outcome of which could
          reasonably be expected to adversely affect the transfer of the
          Mortgage Loans, the issuance of the Certificates, the execution,
          delivery or enforceability of this Agreement or have an effect on the
          financial condition of the Purchaser that would materially and
          adversely affect the ability of the Purchaser to perform its
          obligation under this Agreement.

                    (vii) The Purchaser has not dealt with any broker,
          investment banker, agent or other person, other than the Seller, the
          Underwriters, the Initial Purchasers and their respective affiliates,
          that may be entitled to any commission or compensation in connection
          with the sale of the Mortgage Loans or consummation of any of the
          transactions contemplated hereby.

          To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the
same effect as if made on the Closing Date.

                                      13
<PAGE>

          Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

          SECTION 5. Remedies Upon Breach of Representations and Warranties
Made by the Seller.

          (a) It is hereby acknowledged that the Seller shall make for the
benefit of the Trustee on behalf of the holders of the Certificates, whether
directly or by way of the Purchaser's assignment of its rights hereunder to the
Trustee, the representations and warranties set forth on Exhibit 2 hereto (each
as of the date hereof unless otherwise specified).

          (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required, not properly executed or is defective on its face, or if there
is a breach of any of the representations and warranties required to be made by
the Seller regarding the characteristics of the Mortgage Loans or the related
Mortgaged Properties as set forth in Exhibit 2 hereto, and in either case such
defect or breach, either (i) materially and adversely affects the interests of
the holders of the Certificates in the related Mortgage Loan, or (ii) both (A)
the document defect or breach materially and adversely affects the value of the
Mortgage Loan and (B) the Mortgage Loan is a Specially Serviced Mortgage Loan
or Rehabilitated Mortgage Loan (such a document defect described in the
preceding clause (i) or (ii), a "Material Document Defect" and such a breach
described in the preceding clause (i) or (ii) a "Material Breach"), the party
discovering such Material Document Defect or Material Breach shall promptly
notify the other parties; provided that any breach of the representation and
warranty contained in paragraph (41) of such Exhibit 2 shall constitute a
Material Breach only if such prepayment premium or yield maintenance charge is
not deemed "customary"for commercial mortgage loans as evidenced by (i) an
opinion of tax counsel to such effect or (ii) a determination by the Internal
Revenue Service that such provision is not customary. Promptly (but in any
event within three Business Days) upon becoming aware of any such Material
Document Defect or Material Breach, the Master Servicer shall, and the Special
Servicer may, request that the Seller, not later than 85 days from the Seller's
receipt of the notice of such Material Document Defect or Material Breach, cure
such Material Document Defect or Material Breach, as the case may be, in all
material respects; provided, however, that if such Material Document Defect or
Material Breach, as the case may be, cannot be corrected or cured in all
material respects within such 85-day period, and such Material Document Defect
or Material Breach would not cause the Mortgage Loan to be other than a
"qualified mortgage"(as defined in the Code) but the Seller is diligently
attempting to effect such correction or cure, as certified by the Seller in an
Officer's Certificate delivered to the Trustee, then the cure period will be
extended for an additional 90 days unless, solely in the case of a Material
Document Defect, (x) the Mortgage Loan is then a Specially Serviced Mortgage
Loan and a Servicing Transfer Event has occurred as a result of a monetary
default or as described in clause (ii) or clause (v) of the definition of
"Servicing Transfer Event" in the Pooling and Servicing Agreement and (y) the
Material Document Defect was identified in a certification delivered to the
Seller by the Trustee pursuant to Section 2.2 of the Pooling and Servicing
Agreement not less than 85 days prior to the delivery of the notice of such
Material Document Defect. The parties acknowledge that neither delivery of a
certification or schedule of exceptions to the Seller pursuant to Section 2.2
of the Pooling and Servicing Agreement or otherwise nor possession of such
certification or schedule by the Seller shall, in and of itself, constitute
delivery of notice of

                                      14
<PAGE>

any Material Document Defect or knowledge or awareness by the Seller of any
Material Document Defect listed therein.

          The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured within the
above cure periods, the Seller shall, on or before the termination of such cure
periods, either (i) repurchase the related Mortgage Loan or REO Mortgage Loan
from the Purchaser or its assignee at the Purchase Price as defined in the
Pooling and Servicing Agreement, or (ii) if within the 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 its option replace any Mortgage Loan or REO Mortgage
Loan to which such defect relates with a Qualifying Substitute Mortgage Loan.
If such defect would cause the Mortgage Loan to be other than a "qualified
mortgage"(as defined in the Code), then notwithstanding the previous sentence,
repurchase or substitution must occur within 85 days from the date the Seller
was notified of the defect. The Seller agrees that any such substitution shall
be completed in accordance with the terms and conditions of the Pooling and
Servicing Agreement.

          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, (A) the Seller
provides a Nondisqualification Opinion to the Trustee at the expense of the
Seller if, in the reasonable business judgement of the Trustee, it would be
usual and customary in accordance with industry practice to obtain a
Nondisqualification Opinion 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 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 Loans(s)) set forth in Appendix A
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 A
to the Final Prospectus Supplement plus 10% and (B) the loan-to-value ratio for
all such Crossed Mortgage Loans (including the Affected Loans(s)), at the time
of repurchase or replacement. The determination of the Master Servicer as to
whether the conditions set forth above have been satisfied shall be conclusive
and binding in the absence of manifest error. The Master Servicer will be
entitled to cause to be

                                      15
<PAGE>

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
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
(as assignee of the Purchaser) continues to hold any Crossed Mortgage Loan, the
Seller and the Purchaser hereby agree to forebear from enforcing any remedies
against the other's Primary Collateral but may exercise remedies against the
Primary Collateral securing their respective Mortgage Loans, including with
respect to the Trustee, the Primary Collateral securing the Mortgage Loans
still held by the Trustee, so long as such exercise does not impair the ability
of the other party to exercise its remedies against its Primary Collateral. If
the exercise of remedies by one party would impair the ability of the other
party to exercise its remedies with respect to the Primary Collateral securing
the Mortgage Loan or Mortgage Loans held by such party, then both parties shall
forbear from exercising such remedies until the loan documents evidencing and
securing the relevant Mortgage Loans can be modified in a manner that complies
with the Pooling and Servicing Agreement to remove the threat of impairment as
a result of the exercise of remedies. Any reserve or other cash collateral or
letters of credit securing the Cross-Collateralized Loans shall be allocated
between such Mortgage Loans in accordance with the Mortgage Loan documents, or
otherwise on a pro rata basis based upon their outstanding Principal Balances.
All other terms of the Mortgage Loans shall remain in full force and effect,
without any modification thereof. The Mortgagors set forth on Schedule B hereto
are intended third-party beneficiaries of the provisions set forth in this
paragraph and the preceding paragraph. The provisions of this paragraph and the
preceding paragraph may not be modified with respect to any Mortgage Loan
without the related Mortgagor's consent.

          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 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 (h) of the definition of Mortgage File. If any
of the foregoing Material Document Defects is discovered by the Custodian (or
the Trustee if there is no Custodian), the Trustee (or as set forth in Section
2.3(a) of the Pooling and Servicing Agreement, the Master Servicer) will take
the steps described elsewhere in this Section, including the giving of notices
to the Rating Agencies and the parties hereto and making demand upon the Seller
for the cure of the Material Document Defect or repurchase or replacement of
the related Mortgage Loan.

          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

                                      16
<PAGE>

from the Purchaser or its assignee or (iii) to replace such Mortgage Loan with
a Qualifying Substitute Mortgage Loan, each in accordance with this Agreement,
then provided that (i) the period of time provided for the Seller to correct,
repurchase or cure has expired and (ii) the Mortgage Loan is then in default
and is then a Specially Serviced Mortgage Loan, the Special Servicer may,
subject to the Servicing Standard, modify, work-out or foreclose, sell or
otherwise liquidate (or permit the liquidation of) the Mortgage Loan pursuant
to Section 9.5, Section 9.12, Section 9.15 and Section 9.36, as applicable, of
the Pooling and Servicing Agreement, while pursuing the repurchase claim. The
Seller acknowledges and agrees that any modification of the Mortgage Loan
pursuant to a work-out shall not constitute a defense to any repurchase claim
nor shall such modification and work-out change the Purchase Price due from the
Seller for any repurchase claim. In the event of any such modification and
work-out, the Seller shall be obligated to repurchase the Mortgage Loan as
modified and 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 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 of the Pooling and Servicing Agreement and (ii) the
Special Servicer of any offer that it receives to purchase the applicable REO
Property, each in connection with such liquidation. Upon the receipt of such
notice by the Seller, the Seller shall then have the right 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 in this Agreement or in the Pooling and
Servicing Agreement, the right of any Option Holder to purchase such Mortgage
Loan shall be subject and subordinate to the Seller's right to purchase such
Mortgage Loan as described in the immediately preceding sentence. The Seller
shall have five (5) Business Days to notify the Trustee or Special Servicer,
as applicable, of its intent to so purchase the Mortgage Loan or related REO
Property from the date that it was notified of such intention to exercise such
Option or of such offer. The Special Servicer shall be obligated to provide the
Seller with any appraisal or other third party reports relating to the
Mortgaged Property within its possession to enable the Seller to evaluate the
Mortgage Loan or REO Property. Any sale of the Mortgage Loan, or foreclosure
upon such Mortgage Loan and sale of the REO Property, to a Person other than
the Seller shall be without (i) recourse of any kind (either express or
implied) by such Person against the Seller and (ii) representation or warranty
of any kind (either express or implied) by the Seller to or for the benefit of
such Person.

          The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim
against the Seller for repurchase of the REO Mortgage Loan or REO Property. In
such an event, the Master Servicer 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

                                      17
<PAGE>

Property at the Purchase Price. If the Seller fails to correct or cure the
Material Document Defect or Material Breach or purchase the REO Property, then
the provisions above regarding notice of offers related to such REO Property
and the Seller's right to purchase such REO Property shall apply. If a court of
competent jurisdiction issues a final order that the Seller is or was obligated
to repurchase the Mortgage Loan or REO Mortgage Loan or the Seller otherwise
accepts liability, then, after the expiration of any applicable appeal period,
but in no event later than the Termination of the Trust pursuant to Section
9.30 of the Pooling and Servicing Agreement, the Seller will be obligated to
pay to the Trust the difference between any Liquidation Proceeds received upon
such liquidation in accordance with the Pooling and Servicing Agreement
(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 5(b), 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.

          The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any
other representation or warranty or covenant by the Seller set forth in this
Agreement (other than those set forth in Exhibit 2).

          Notwithstanding the foregoing, in the event that there is a breach of
the representations and warranties set forth in paragraph 39 or paragraph 42,
each in Exhibit 2 attached hereto, and as a result the payments, by a
Mortgagor, of reasonable costs and expenses associated with (A) the defeasance
or assumption of a Mortgage Loan or (B) the substitution of a Mortgaged
Property (as the case may be) are insufficient causing the Trust to incur any
Additional Trust Expense, the Seller hereby covenants and agrees to reimburse
the Trust in an amount sufficient to avoid such Additional Trust Expense.
Notwithstanding the foregoing, the Seller hereby covenants and agrees to
reimburse the Trust for any Additional Trust Expense associated 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
and opinions of counsel.

                                      18
<PAGE>

          (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the Master Servicer or the Special Servicer on its behalf) shall
give written notice within three Business Days to the Seller of its discovery
of any Material Document Defect or Material Breach and prompt written notice to
the Seller in the event that any Mortgage Loan becomes a Specially Serviced
Mortgage Loan (as defined in the Pooling and Servicing Agreement).

          (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan, and
each document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed and assigned to the Seller in the
same manner such that the Seller shall be vested with legal and beneficial
title to such Mortgage Loan, in each case without recourse, including any
property acquired in respect of such Mortgage Loan or proceeds of any insurance
policies with respect thereto.

          SECTION 6. Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Latham & Watkins, 885 Third Avenue, New York,
NY 10022 at 9:00 a.m., New York time, on the Closing Date.

          The closing shall be subject to each of the following conditions:

          (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date (to the extent of
the standard, if any, set forth in each representation and warranty).

          (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

          (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

          (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Seller's Information to be
disclosed in the Memorandum and the Prospectus Supplement.

          (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms
and conditions and perform all duties and obligations required to be complied
with or performed after the Closing Date.

          (f) The Seller shall have paid all fees and expenses payable by it to
the Purchaser pursuant to Section 8 hereof.

                                      19
<PAGE>


          (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class
in the Memorandum and the Prospectus Supplement.

          (h) No Underwriter shall have terminated the Underwriting Agreement
and none of the Initial Purchasers shall have terminated the Certificate
Purchase Agreement, and neither the Underwriters nor the Initial Purchasers
shall have suspended, delayed or otherwise cancelled the Closing Date.

          (i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

          Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase
the Mortgage Loans on the Closing Date.

          SECTION 7. Closing Documents. The Closing Documents shall consist of
the following:

          (a) This Agreement duly executed by the Purchaser and the Seller.

(b) A certificate of the Seller, executed by a duly authorized officer of the
Seller and dated the Closing Date, and upon which the Purchaser and its
successors and assigns may rely, to the effect that: (i) the representations and
warranties of the Seller in this Agreement are true and correct in all material
respects on and as of the Closing Date with the same force and effect as if made
on the Closing Date, provided that any representations and warranties made as of
a specified date shall be true and correct as of such specified date; and (ii)
the Seller has complied with all agreements and satisfied all conditions on its
part to be performed or satisfied on or prior to the Closing Date.

          (c) True, complete and correct copies of the Seller's articles of
organization and by-laws.

          (d) A certificate of existence for the Seller from the Comptroller of
the Currency dated not earlier than 30 days prior to the Closing Date.

          (e) A certificate of the Secretary or Assistant Secretary of the
Seller, dated the Closing Date, and upon which the Purchaser may rely, to the
effect that each individual who, as an officer or representative of the Seller,
signed this Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures.

          (f) An opinion of counsel (which, other than as to the opinion
described in paragraph (vi) below, may be in-house counsel) to the Seller, dated
the Closing Date,


                                       20
<PAGE>

substantially to the effect of the following (with such changes and
modifications as the Purchaser may approve and subject to such counsel's
reasonable qualifications):

               (i) The Seller continues to hold a valid certificate to do
          business as a national banking association under the laws of the
          United States and has full corporate power and authority to enter into
          and perform its obligations under this Agreement and the
          Indemnification Agreement.

               (ii) This Agreement has been duly authorized, executed and
          delivered by the Seller.

               (iii) No consent, approval, authorization or order of any federal
          court or governmental agency or body is required for the consummation
          by the Seller of the transactions contemplated by the terms of this
          Agreement except any approvals as have been obtained.

               (iv) Neither the execution, delivery or performance of this
          Agreement by the Seller, nor the consummation by the Seller of any of
          the transactions contemplated by the terms of this Agreement (A)
          conflicts with or results in a breach or violation of, or constitutes
          a default under, the organizational documents of the Seller, (B) to
          the knowledge of such counsel, constitutes a default under any term or
          provision of any material agreement, contract, instrument or
          indenture, to which the Seller is a party or by which it or any of its
          assets is bound or results in the creation or imposition of any lien,
          charge or encumbrance upon any of its property pursuant to the terms
          of any such indenture, mortgage, contract or other instrument, other
          than pursuant to this Agreement, or (C) conflicts with or results in a
          breach or violation of any law, rule, regulation, order, judgment,
          writ, injunction or decree of any court or governmental authority
          having jurisdiction over the Seller or its assets, except where in any
          of the instances contemplated by clauses (B) or (C) above, any
          conflict, breach or default, or creation or imposition of any lien,
          charge or encumbrance, will not have a material adverse effect on the
          consummation of the transactions contemplated hereby by the Seller or
          materially and adversely affect its ability to perform its obligations
          and duties hereunder or result in any material adverse change in the
          business, operations, financial condition, properties or assets of the
          Seller, or in any material impairment of the right or ability of the
          Seller to carry on its business substantially as now conducted.

               (v) To his or her knowledge, there are no legal or governmental
          actions, investigations or proceedings pending to which the Seller is
          a party, or threatened against the Seller, (a) asserting the
          invalidity of this Agreement or (b) which materially and adversely
          affect the performance by the Seller of its obligations under or the
          validity or enforceability of this Agreement.

               (vi) This Agreement is a valid, legal and binding agreement of
          the Seller, enforceable against the Seller in accordance with its
          terms, except as such enforcement may be limited by (1) laws relating
          to bankruptcy, insolvency, reorganization, receivership or moratorium,
          (2) other laws relating to or affecting the rights of creditors
          generally, (3) general equity principles (regardless of whether such
          enforcement is


                                       21
<PAGE>

          considered in a proceeding in equity or at law) or (4) public policy
          considerations underlying the securities laws, to the extent that such
          public policy considerations limit the enforceability of the
          provisions of this Agreement that purport to provide indemnification
          from liabilities under applicable securities laws.

          Such opinion may express its reliance as to factual matters on, among
other things specified in such opinion, the representations and warranties made
by, and on certificates or other documents furnished by officers of, the parties
to this Agreement.

          In rendering the opinions expressed above, such counsel may limit such
opinions to matters governed by the federal laws of the United States.

          (g) Such other opinions of counsel as any Rating Agency may request in
connection with the sale of the Mortgage Loans by the Seller to the Purchaser or
the Seller's execution and delivery of, or performance under, this Agreement.

          (h) A letter from Deloitte & Touche, certified public accountants,
dated the date hereof, to the effect that they have performed certain specified
procedures as a result of which they determined that certain information of an
accounting, financial or statistical nature set forth in the Memorandum and the
Prospectus Supplement agrees with the records of the Seller.

          (i) Such further certificates, opinions and documents as the Purchaser
may reasonably request.

          (j) An officer's certificate of the Purchaser, dated as of the Closing
Date, with the resolutions of the Purchaser authorizing the transactions
described herein attached thereto, together with certified copies of the
charter, by-laws and certificate of good standing of the Purchaser dated not
earlier than 30 days prior to the Closing Date.

          (k) Such other certificates of the Purchaser's officers or others and
such other documents to evidence fulfillment of the conditions set forth in this
Agreement as the Seller or its counsel may reasonably request.

           (l) An executed Bill of Sale in the form attached hereto as
Exhibit 4.

           SECTION 8. Costs. The Seller shall pay the Purchaser the costs and
expenses as agreed upon by the Seller and the Purchaser in a separate Letter of
Understanding dated December 27, 2001.

           SECTION 9. Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Dean
Witter Capital I Inc., 1585 Broadway, New York, New York 10036, Attention:
Cecilia Tarrant, with a copy to Morgan Stanley Dean Witter Capital I Inc., 1585
Broadway, New York, New York 10036, Attention: Legal Department (or such other

                                       22
<PAGE>

address as may hereafter be furnished in writing by the Purchaser), or (ii) if
to the Seller, addressed to the Seller at 555 Montgomery Street, 10th Floor, San
Francisco California, 94111, Attention: David Netjes with copies to the
attention of Robert Darling, Esq., Wells Fargo Bank, National Association, 633
Folsom Street, 7th Floor, San Francisco, California 94107-3600 (or to such other
address as the Seller may designate in writing).

          SECTION 10. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

          SECTION 11. Further Assurances. The Seller and the Purchaser each
agree to execute and deliver such instruments and take such actions as the other
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement and the Pooling and Servicing
Agreement.

          SECTION 12. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.

          SECTION 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

          SECTION 14. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be


                                       23
<PAGE>

and being for the sole and exclusive benefit of such persons and for the benefit
of no other person except that the rights and obligations of the Purchaser
pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12 hereof may
be assigned to the Trustee as may be required to effect the purposes of the
Pooling and Servicing Agreement and, upon such assignment, the Trustee shall
succeed to the rights and obligations hereunder of the Purchaser. No owner of a
Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.

          SECTION 15. Miscellaneous. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
rights and obligations of the Seller under this Agreement shall not be assigned
by the Seller without the prior written consent of the Purchaser, except that
any person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller is a party, or any person succeeding to the entire business of the Seller
shall be the successor to the Seller hereunder.

          Section 16. Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.


                                       24
<PAGE>




          IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.

                                       WELLS FARGO BANK,
                                       NATIONAL ASSOCIATION


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:


                                       MORGAN STANLEY DEAN WITTER CAPITAL I INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:




<PAGE>


                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE





<PAGE>



                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

     1. Mortgage Loan Schedule. The information set forth in the Mortgage Loan
Schedule is complete, true and correct in all material respects as of the date
of this Agreement and as of the Cut-Off Date.

     2. Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole
loan and not a participation interest in a mortgage loan. Immediately prior to
the transfer to the Purchaser of the Mortgage Loans, the Seller had good title
to, and was the sole owner of, each Mortgage Loan. The Seller has full right,
power and authority to transfer and assign each of the Mortgage Loans to or at
the direction of the Purchaser and has validly and effectively conveyed (or
caused to be conveyed) to the Purchaser or its designee all of the Seller's
legal and beneficial interest in and to the Mortgage Loans free and clear of any
and all pledges, liens, charges, security interests and/or other encumbrances.
The sale of the Mortgage Loans to the Purchaser or its designee does not require
the Seller to obtain any governmental or regulatory approval or consent that has
not been obtained.

     3. Payment Record. No scheduled payment of principal and interest under any
Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and no
Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.

     4. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the marketability or current use of the Mortgaged Property or the
current ability of the Mortgaged Property to generate operating income
sufficient to service the Mortgage Loan debt and (e) if such Mortgage Loan is
cross-collateralized with any other Mortgage Loan, the lien of the Mortgage for
such other Mortgage Loan (the foregoing items (a) through (e) being herein
referred to as the "Permitted Encumbrances"). The related assignment of such
Mortgage executed and delivered in favor of the Trustee is in recordable form
and constitutes a legal, valid and binding assignment, sufficient to convey to
the assignee named therein all of the assignor's right, title and interest in,
to and under such Mortgage. Such Mortgage, together with any separate security
agreements, chattel mortgages or equivalent instruments, establishes and creates
a valid and, subject to the exceptions set forth in paragraph 13 below,
enforceable security interest in favor of the holder thereof in all of the
related Mortgagor's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel


                                       2-1
<PAGE>

or an assisted living facility, the Mortgagor's personal property includes all
personal property that a prudent mortgage lender making a similar Mortgage Loan
would deem reasonably necessary to operate the related Mortgaged Property as it
is currently being operated. A Uniform Commercial Code financing statement has
been filed and/or recorded in all places necessary to perfect a valid security
interest in such personal property, to the extent a security interest may be so
created therein, and such security interest is a first priority security
interest, subject to any prior purchase money security interest in such personal
property and any personal property leases applicable to such personal property.
Notwithstanding the foregoing, no representation is made as to the perfection of
any security interest in rents or other personal property to the extent that
possession or control of such items or actions other than the filing of Uniform
Commercial Code financing statements are required in order to effect such
perfection.

     5. Assignment of Leases and Rents. The Assignment of Leases related to and
delivered in connection with each Mortgage Loan establishes and creates a valid,
subsisting and, subject to the exceptions set forth in paragraph 13 below,
enforceable first priority lien and first priority security interest in the
related Mortgagor's interest in all leases, sub-leases, licenses or other
agreements pursuant to which any person is entitled to occupy, use or possess
all or any portion of the real property subject to the related Mortgage, and
each assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases.

     6. Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or subordinated in whole or in part, and the
related Mortgaged Property has not been released from the lien of such Mortgage,
in whole or in part (except for partial reconveyances of real property that are
set forth on Schedule A to Exhibit 2), nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission or
release, in any manner that, in each case, materially adversely affects the
value of the related Mortgaged Property. None of the terms of any Mortgage Note,
Mortgage or Assignment of Leases has been impaired, waived, altered or modified
in any respect, except by written instruments, all of which are included in the
related Mortgage File.

     7. Condition of Property; Condemnation. Except as set forth in an
engineering report prepared in connection with the origination of the related
Mortgage Loan (which report is not more than 18 months before the Cut-Off Date,
each Mortgaged Property is, to the Seller's knowledge, free and clear of any
damage that would materially and adversely affect its value as security for the
related Mortgage Loan. The Seller has received no notice of the commencement of
any proceeding for the condemnation of all or any material portion of any
Mortgaged Property. To the Seller's knowledge (based on surveys and/or title
insurance obtained in connection with the origination of the Mortgage Loans), as
of the date of the origination of each Mortgage Loan, all of the material
improvements on the related Mortgaged Property that were considered in
determining the appraised value of the Mortgaged Property lay wholly within the
boundaries and building restriction lines of such property, except for
encroachments that are insured against by the lender's title insurance policy
referred to herein or that do not materially and adversely affect the value or
marketability of such Mortgaged Property, and no improvements on adjoining
properties materially encroached upon such


                                      2-2
<PAGE>

Mortgaged Property so as to materially and adversely affect the value or
marketability of such Mortgaged Property, except those encroachments that are
insured against by the Title Policy referred to herein.

     8. Title Insurance. Each Mortgaged Property is covered by an American Land
Title Association (or an equivalent form of) lender's title insurance policy or
a marked-up title insurance commitment (on which the required premium has been
paid) which evidences such title insurance policy (the "Title Policy") in the
original principal amount of the related Mortgage Loan after all advances of
principal. Each Title Policy insures that the related Mortgage is a valid first
priority lien on such Mortgaged Property, subject only to Permitted
Encumbrances. Each Title Policy (or, if it has yet to be issued, the coverage to
be provided thereby) is in full force and effect, all premiums thereon have been
paid and no material claims have been made thereunder and no claims have been
paid thereunder. No holder of the related Mortgage has done, by act or omission,
anything that would materially impair the coverage under such Title Policy.
Immediately following the transfer and assignment of the related Mortgage Loan
to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage
to be provided thereby) will inure to the benefit of the Trustee without the
consent of or notice to the insurer. To the Seller's knowledge, the insurer
issuing such Title Policy is qualified to do business in the jurisdiction in
which the related Mortgaged Property is located.

     9. No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement and as to disbursements of any funds
escrowed for such purpose that were to have been complied with on or before the
Closing Date have been complied with, or any such funds so escrowed have not
been released.

     10. Mortgage Provisions. The Mortgage Note or Mortgage for each Mortgage
Loan, together with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in paragraph 13) such as to
render the rights and remedies of the holder thereof adequate for the practical
realization against the related Mortgaged Property of the principal benefits of
the security intended to be provided thereby.

     11. Trustee under Deed of Trust. If any Mortgage is a deed of trust, (1) a
trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.

     12. Environmental Conditions. Except in the case of the Mortgaged
Properties securing the Mortgage Loans set forth on Schedule A to this Exhibit
2, an environmental site assessment was performed with respect to each Mortgaged
Property in connection with the origination of the related Mortgage Loan, a
report of each such assessment (an "Environmental Report") has been delivered to
the Purchaser, and the Seller has no knowledge of any material and adverse
environmental condition or circumstance affecting any Mortgaged Property that
was not disclosed in such report. Each Mortgage requires the related


                                      2-3
<PAGE>

Mortgagor to comply with all applicable federal, state and local environmental
laws and regulations. Where such assessment disclosed the existence of a
material and adverse environmental condition or circumstance affecting any
Mortgaged Property, (i) a party not related to the Mortgagor was identified as
the responsible party for such condition or circumstance or (ii) the related
Mortgagor (A) was required to remediate the identified condition prior to
closing the Mortgage Loan or provide additional security, or establish with the
lender a reserve from loan proceeds, in an amount deemed to be sufficient by the
Seller for the remediation of the problem and/or (B) agreed in the Mortgage Loan
documents to establish an operations and maintenance plan after the closing of
the Mortgage Loan where such operations and maintenance plan was recommended in
the related Environmental Report. In the case of each Mortgage Loan set forth on
Schedule A to this Exhibit 2, (i) such Mortgage Loan is the subject of that
certain Secured Creditor Impaired Property Policy, policy number 3417542, issued
by American International Specialty Lines Insurance Company (the "Policy
Issuer") and effective as of February 23, 2001 (the "Group Environmental
Insurance Policy"), (ii) the Group Environmental Insurance Policy is in full
force and effect, (iii)(a) a property condition or engineering report was
prepared with respect to lead based paint ("LBP"), asbestos containing materials
("ACM") and radon gas ("RG") at each related Mortgaged Property and (b) if such
report disclosed the existence of a material and adverse LBP, ACM or RG
environmental condition or circumstance affecting the related Mortgaged
Property, the related Mortgagor (A) was required to remediate the identified
condition prior to closing the Mortgage Loan or provide additional security, or
establish with the lender a reserve from loan proceeds, in an amount deemed to
be sufficient by the Seller for the remediation of the problem and/or (B) agreed
in the Mortgage Loan documents to establish an operations and maintenance plan
after the closing of the Mortgage Loan and (iv) on the effective date of the
Group Environmental Insurance Policy, the Seller as originator had no knowledge
of any material and adverse environmental condition or circumstance affecting
the Mortgaged Property (other than the existence of LBP, ACM or RG) that was not
disclosed to the Policy Issuer in one or more of the following: (a) the
application for insurance, (b) a borrower questionnaire that was provided to the
Policy Issuer or (c) an engineering or other report provided to the Policy
Issuer.

     13. Loan Document Status. Each Mortgage Note, Mortgage and other agreement
that evidences or secures such Mortgage Loan and was executed by or on behalf of
the related Mortgagor is the legal, valid and binding obligation of the maker
thereof (subject to any non-recourse provisions contained in any of the
foregoing agreements and any applicable state anti-deficiency or market value
limit deficiency legislation), enforceable in accordance with its terms, except
as such enforcement may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights generally, and
by general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law) and there is no valid defense,
counterclaim or right of offset or rescission available to the related Mortgagor
with respect to such Mortgage Note, Mortgage or other agreement.

     14. Insurance. Each Mortgaged Property is, and is required pursuant to the
related Mortgage, to be insured by (a) a fire and extended perils insurance
policy providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, to the extent required as of the
date of origination by the originator of such Mortgage Loan consistent


                                      2-4
<PAGE>

with its normal commercial mortgage lending practices, against other risks
insured against by persons operating like properties in the locality of the
Mortgaged Property in an amount not less than the lesser of the principal
balance of the related Mortgage Loan and the replacement cost of the Mortgaged
Property, and contains no provisions for a deduction for depreciation, and not
less than the amount necessary to avoid the operation of any co-insurance
provisions with respect to the Mortgaged Property; (b) a business interruption
or rental loss insurance policy, in an amount at least equal to six months of
operations of the Mortgaged Property; (c) a flood insurance policy (if any
portion of buildings or other structures on the Mortgaged Property are located
in an area identified by the Federal Emergency Management Agency as having
special flood hazards and the Federal Emergency Management Agency requires flood
insurance to be maintained); and (d) a comprehensive general liability insurance
policy in amounts as are generally required by commercial mortgage lenders, and
in any event not less than $1 million per occurrence. Such insurance policy
contains a standard mortgagee clause that names the mortgagee as an additional
insured in the case of liability insurance policies and as a loss payee in the
case of property insurance policies and requires prior notice to the holder of
the Mortgage of termination or cancellation. No such notice has been received,
including any notice of nonpayment of premiums, that has not been cured. Each
Mortgage obligates the related Mortgagor to maintain all such insurance and,
upon such Mortgagor's failure to do so, authorizes the holder of the Mortgage to
maintain such insurance at the Mortgagor's cost and expense and to seek
reimbursement therefor from such Mortgagor. Each Mortgage provides that casualty
insurance proceeds will be applied (a) to the restoration or repair of the
related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Mortgagor, or (c) to the reduction of the principal
amount of the Mortgage Loan.

     15. Taxes and Assessments. As of the Closing Date, there are no delinquent
or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the
related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered unpaid until the date on
which interest or penalties would be first payable thereon.

     16. Mortgagor Bankruptcy. No Mortgagor is, to the Seller's knowledge, a
debtor in any state or federal bankruptcy or insolvency proceeding.

     17. Leasehold Estate. Each Mortgaged Property consists of a fee simple
estate in real estate or, if the related Mortgage Loan is secured in whole or in
part by the interest of a Mortgagor as a lessee under a ground lease of a
Mortgaged Property (a "Ground Lease"), by the related Mortgagor's interest in
the Ground Lease but not by the related fee interest in such Mortgaged Property
(the "Fee Interest"), and as to such Ground Leases:

     (i)  Such Ground Lease or a memorandum thereof has been or will be duly
          recorded; such Ground Lease (or the related estoppel letter or lender
          protection agreement between the Seller and related lessor) does not
          prohibit the current use of the Mortgaged Property and does not
          prohibit the interest of the lessee thereunder to be encumbered by the
          related Mortgage; and there has been no material change in the payment
          terms of



                                      2-5
<PAGE>

          such Ground Lease since the origination of the related Mortgage Loan,
          with the exception of material changes reflected in written
          instruments that are a part of the related Mortgage File;

     (ii) The lessee's interest in such Ground Lease is not subject to any liens
          or encumbrances superior to, or of equal priority with, the related
          Mortgage, other than Permitted Encumbrances;

    (iii) The Mortgagor's interest in such Ground Lease is assignable to the
          Purchaser and its successors and assigns upon notice to, but without
          the consent of, the lessor thereunder (or, if such consent is
          required, it has been obtained prior to the Closing Date) and, in the
          event that it is so assigned, is further assignable by the Purchaser
          and its successors and assigns upon notice to, but without the need to
          obtain the consent of, such lessor or if such lessor's consent is
          required it cannot be unreasonably withheld;

     (iv) Such Ground Lease is in full force and effect, and the Ground Lease
          provides that no material amendment to such Ground Lease is binding on
          a mortgagee unless the mortgagee has consented thereto, and the Seller
          has received no notice that an event of default has occurred
          thereunder, and, to the Seller's knowledge, there exists no condition
          that, but for the passage of time or the giving of notice, or both,
          would result in an event of default under the terms of such Ground
          Lease;

     (v)  Such Ground Lease, or an estoppel letter or other agreement, (A)
          requires the lessor under such Ground Lease to give notice of any
          default by the lessee to the holder of the Mortgage; and (B) provides
          that no notice of termination given under such Ground Lease is
          effective against the holder of the Mortgage unless a copy of such
          notice has been delivered to such holder and the lessor has offered or
          is required to enter into a new lease with such holder on terms that
          do not materially vary from the economic terms of the Ground Lease.

     (vi) A mortgagee is permitted a reasonable opportunity (including, where
          necessary, sufficient time to gain possession of the interest of the
          lessee under such Ground Lease) to cure any default under such Ground
          Lease, which is curable after the receipt of notice of any such
          default, before the lessor thereunder may terminate such Ground Lease;

    (vii) Such Ground Lease has an original term (including any extension
          options set forth therein) which extends not less than twenty years
          beyond the Stated Maturity Date of the related Mortgage Loan;

   (viii) Under the terms of such Ground Lease and the related Mortgage, taken
          together, any related insurance proceeds or condemnation award awarded
          to the holder of the ground lease interest will be applied either (A)
          to the


                                      2-6
<PAGE>

          repair or restoration of all or part of the related Mortgaged
          Property, with the mortgagee or a trustee appointed by the related
          Mortgaged Property having the right to hold and disburse such proceeds
          as the repair or restoration progresses (except in such cases where a
          provision entitling a third party to hold and disburse such proceeds
          would not be viewed as commercially unreasonable by a prudent
          commercial mortgage lender), or (B) to the payment of the outstanding
          principal balance of the Mortgage Loan together with any accrued
          interest thereon; and

     (ix) Such Ground Lease does not impose any restrictions on subletting which
          would be viewed as commercially unreasonable by prudent commercial
          mortgage lenders lending on a similar Mortgaged Property in the
          lending area where the Mortgaged Property is located; and such Ground
          Lease contains a covenant that the lessor thereunder is not permitted,
          in the absence of an uncured default, to disturb the possession,
          interest or quiet enjoyment of the lessee thereunder for any reason,
          or in any manner, which would materially adversely affect the security
          provided by the related Mortgage.

     (x)  Such Ground Lease requires the Lessor to enter into a new lease upon
          termination of such Ground Lease if the Ground Lease is rejected in a
          bankruptcy proceeding.

     18. Escrow Deposits. All escrow deposits and payments relating to each
Mortgage Loan that are, as of the Closing Date, required to be deposited or paid
have been so deposited or paid.

     19. LTV Ratio. The gross proceeds of each Mortgage Loan to the related
Mortgagor at origination did not exceed the non-contingent principal amount of
the Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest
in real property having a fair market value (i) at the date the Mortgage Loan
was originated, at least equal to 80 percent of the original principal balance
of the Mortgage Loan or (ii) at the Closing Date, at least equal to 80 percent
of the principal balance of the Mortgage Loan on such date; provided that for
purposes hereof, the fair market value of the real property interest must first
be reduced by (x) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (a)(i) and (a)(ii) of this paragraph 19 shall
be made on a pro rata basis in accordance with the fair market values of the
Mortgaged Properties securing such cross-collateralized Mortgage Loans); or (b)
substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property that served as the only real property
security for such Mortgage Loan (other than a recourse feature or other third
party credit enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)).

     20. Mortgage Loan Modifications. Any Mortgage Loan that was " significantly
modified" prior to the Closing Date so as to result in a taxable exchange under
Section 1001 of the Code either (a) was modified as a result of the default
under such Mortgage


                                      2-7
<PAGE>

Loan or under circumstances that made a default reasonably foreseeable or (b)
satisfies the provisions of either clause (a)(i) of paragraph 19 (substituting
the date of the last such modification for the date the Mortgage Loan was
originated) or clause (a)(ii) of paragraph 19, including the proviso thereto.

     21. Advancement of Funds by the Seller. No holder of a Mortgage Loan has
advanced funds or induced, solicited or knowingly received any advance of funds
from a party other than the owner of the related Mortgaged Property, directly or
indirectly, for the payment of any amount required by such Mortgage Loan.

     22. No Mechanics' Liens. Each Mortgaged Property is free and clear of any
and all mechanics' and materialmen's liens that are prior or equal to the lien
of the related Mortgage, and no rights are outstanding that under law could give
rise to any such lien that would be prior or equal to the lien of the related
Mortgage except, in each case, for liens insured against by the Title Policy
referred to herein.

     23. Compliance with Usury Laws. Each Mortgage Loan complied with all
applicable usury laws in effect at its date of origination.

     24. Cross-collateralization. No Mortgage Loan is cross-collateralized or
cross-defaulted with any loan other than one or more other Mortgage Loans.

     25. Releases of Mortgaged Property. Except as described in the next
sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or
any material portion of the related Mortgaged Property that was included in the
appraisal for such Mortgaged Property, and/or generates income from the lien of
the related Mortgage except upon payment in full of all amounts due under the
related Mortgage Loan or in connection with the defeasance provisions of the
related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule A hereto require the mortgagee to grant releases of
portions of the related Mortgaged Properties upon (a) the satisfaction of
certain legal and underwriting requirements and/or (b) the payment of a release
price and prepayment consideration in connection therewith. Except as described
in the first sentence hereof and for those Mortgage Loans identified on Schedule
A, no Mortgage Loan permits the full or partial release or substitution of
collateral unless the mortgagee or servicer can require the Borrower to provide
an opinion of tax counsel to the effect that such release or substitution of
collateral (a) would not constitute a "significant modification" of such
Mortgage Loan within the meaning of Treas. Reg. ss.1.1001-3 and (b) would not
cause such Mortgage Loan to fail to be a "qualified mortgage"within the meaning
of Section 860G(a)(3)(A) of the Code.

     26. No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization (except that the ARD Loan may provide for the accrual of interest
at an increased rate after the Anticipated Repayment Date) or for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property.

     27. No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration (and no event
which, with the passage of time


                                      2-8
<PAGE>

or the giving of notice, or both, would constitute any of the foregoing) under
the documents evidencing or securing the Mortgage Loan, in any such case to the
extent the same materially and adversely affects the value of the Mortgage Loan
and the related Mortgaged Property; provided, however, that this representation
and warranty does not address or otherwise cover any default, breach, violation
or event of acceleration that specifically pertains to any matter otherwise
covered by any other representation and warranty made by the Seller in any of
paragraphs 3, 7, 12, 14, 15, 16 and 17 of this Exhibit 2.

     28. Inspections. The Seller (or if the Seller is not the originator, the
originator of the Mortgage Loan) has inspected or caused to be inspected each
Mortgaged Property in connection with the origination of the related Mortgage
Loan.

     29. Local Law Compliance. Based on due diligence considered reasonable by
prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.

     30. Junior Liens. None of the Mortgage Loans permits the related Mortgaged
Property to be encumbered by any lien (other than a Permitted Encumbrance)
junior to or of equal priority with the lien of the related Mortgage without the
prior written consent of the holder thereof or the satisfaction of debt service
coverage or similar criteria specified therein. The Seller has no knowledge that
any of the Mortgaged Properties is encumbered by any lien junior to the lien of
the related Mortgage.

     31. Actions Concerning Mortgage Loans. To the knowledge of the Seller,
there are no actions, suits or proceedings before any court, administrative
agency or arbitrator concerning any Mortgage Loan, Mortgagor or related
Mortgaged Property that might adversely affect title to the Mortgaged Property
or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.

     32. Servicing. The servicing and collection practices used by the Seller or
any prior holder or servicer of each Mortgage Loan have been in all material
respects legal, proper and prudent and have met customary industry standards.

     33. Licenses and Permits. To the Seller's knowledge, based on due diligence
that it customarily performs in the origination of comparable mortgage loans, as
of the date of origination of each Mortgage Loan or as of the date of the sale
of the related Mortgage Loan by the Seller hereunder, the related Mortgagor was
in possession of all material licenses, permits and franchises required by
applicable law for the ownership and operation of the related Mortgaged Property
as it was then operated.



                                      2-9
<PAGE>

     34. Assisted Living Facility Regulation. If the Mortgaged Property is
operated as an assisted living facility, to the Seller's knowledge (a) the
related Mortgagor is in compliance in all material respects with all federal and
state laws applicable to the use and operation of the related Mortgaged Property
and (b) if the operator of the Mortgaged Property participates in Medicare or
Medicaid programs, the facility is in compliance in all material respects with
the requirements for participation in such programs.

     35. Collateral in Trust. The Mortgage Note for each Mortgage Loan is not
secured by a pledge of any collateral that has not been assigned to the
Purchaser.

     36. Due on Sale. Each Mortgage Loan contains a "due on sale" clause, which
provides for the acceleration of the payment of the unpaid principal balance of
the Mortgage Loan if, without prior written consent of the holder of the
Mortgage, the property subject to the Mortgage or any material portion thereof,
is transferred, sold or encumbered by a junior mortgage or deed of trust;
provided, however, that certain Mortgage Loans provide a mechanism for the
assumption of the loan by a third party upon the Mortgagor's satisfaction of
certain conditions precedent, and upon payment of a transfer fee, if any, or
transfer of interests in the Mortgagor or constituent entities of the Mortgagor
to a third party or parties related to the Mortgagor upon the Mortgagor's
satisfaction of certain conditions precedent.

     Each Mortgage Loan prohibits the sale, exchange, transfer or conveyance of
any direct or indirect ownership interests in the related Mortgagor; provided,
however, that, to the extent (if any) provided in the related Mortgage, (a) any
sale, exchange, transfer or conveyance of any direct or indirect ownership
interests in the Mortgagor (whether general or limited partnership interest,
stock, limited liability company interest, trust or otherwise) or in all or any
part of the Mortgaged Property are permitted and such interests are freely
transferable so long as (i) one or more individuals specified in the Mortgage
("Principals") continue to own and control at least 50% of the same type of
ownership interests in the Mortgagor and the Mortgaged Property which were held,
directly or indirectly, by the Principals at the time the Mortgage Loan was made
and (ii) such Principals continue to control the management of the Mortgagor and
the Mortgaged Property and (b) each Principal is permitted at any time to sell,
exchange, transfer or convey all or any part of such Principal's direct or
indirect ownership interests in the Mortgagor (whether general or limited
partnership interest, stock, limited liability company interest, trust or
otherwise) or the Mortgaged Property to a revocable inter vivos family trust so
long as such Principal is the trustee of such trust.

     37. Single Purpose Entity. The Mortgagor on each Mortgage Loan with a
Cut-Off Date Principal Balance in excess of $10 million, was, as of the
origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a
"Single Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one or more of the
Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging
in any business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any assets other than those related to its interest in and operation of
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has


                                      2-10
<PAGE>

its own books and records and accounts separate and apart from any other person,
and that it holds itself out as a legal entity, separate and apart from any
other person.

     38. Non-Recourse Exceptions. The Mortgage Loan documents for each Mortgage
Loan provide that such Mortgage Loan constitutes either (a) the recourse
obligations of at least one natural person or (b) the non-recourse obligations
of the related Mortgagor, provided that at least one natural person (and the
Mortgagor if the Mortgagor is not a natural person) is liable to the holder of
the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.

     39. Defeasance and Assumption Costs. The related Mortgage Loan Documents
provide that the related borrower is responsible for the payment of all
reasonable costs and expenses of Lender incurred in connection with the
defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and the borrower is required to pay all reasonable costs and expenses
of Lender associated with the approval of an assumption of such Mortgage Loan.

     40. Defeasance. No Mortgage Loan provides that it can be defeased prior to
the date that is two years after the Closing Date.

     41. Prepayment Premiums. As of the applicable date of origination of each
such Mortgage Loan, any prepayment premiums and yield maintenance charges
payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted customary prepayment premiums and yield maintenance
charges for commercial mortgage loans.


     42. Substitution Costs. The related Mortgage Loan Documents provide that
the related borrower is responsible for the payment of all reasonable costs and
expenses of the Lender incurred in connection with the substitution of the
Mortgaged Property.


                                      2-11
<PAGE>



                                   Schedule A

                  Exceptions to Representations and Warranties



<PAGE>



                                   Schedule B

    List of Mortgagors that are Third-Party Beneficiaries Under Section 5(b)







<PAGE>


                                    EXHIBIT 3

                               PRICING FORMULATION



--------------------------------------------------------------------------
Wells Fargo Purchase Price                                 224,323,854.27
--------------------------------------------------------------------------
Accrued Interest                                               297,118.37
--------------------------------------------------------------------------


                                      3-1

<PAGE>

                                    EXHIBIT 4

                                  BILL OF SALE

     1. PARTIES. The parties to this Bill of Sale are the following:

        Seller:         Wells Fargo Bank, National Association
        Purchaser:      Morgan Stanley Dean Witter Capital I Inc.

     2. SALE. For value received, the Seller hereby conveys to the Purchaser,
without recourse, all right, title and interest in and to the Mortgage Loans
identified on Exhibit 1 (the "Mortgage Loan Schedule") to the Mortgage Loan
Purchase Agreement, dated as of December 19, 2001 (the "Mortgage Loan Purchase
Agreement"), between the Seller and the Purchaser and all of the following
property:

          (a) All accounts, general intangibles, chattel paper, instruments,
     documents, money, deposit accounts, certificates of deposit, goods, letters
     of credit, advices of credit and investment property consisting of, arising
     from or relating to any of the following property: the Mortgage Loans
     identified on the Mortgage Loan Schedule including the related Mortgage
     Notes, Mortgages, security agreements, and title, hazard and other
     insurance policies, all distributions with respect thereto payable after
     the Cut-Off Date, all substitute or replacement Mortgage Loans and all
     distributions with respect thereto, and the Mortgage Files;

          (b) All accounts, general intangibles, chattel paper, instruments,
     documents, money, deposit accounts, certificates of deposit, goods, letters
     of credit, advices of credit, investment property, and other rights arising
     from or by virtue of the disposition of, or collections with respect to, or
     insurance proceeds payable with respect to, or claims against other Persons
     with respect to, all or any part of the collateral described in clause (a)
     above (including any accrued discount realized on liquidation of any
     investment purchased at a discount); and

          (c) All cash and non-cash proceeds of the collateral described in
     clauses (a) and (b) above.

     3. PURCHASE PRICE. The amount and other consideration set forth on Exhibit
3 to the Mortgage Loan Purchase Agreement.

     4. DEFINITIONS. Terms used but not defined herein shall have the meanings
assigned to them in the Mortgage Loan Purchase Agreement.


                                      4-1
<PAGE>



     IN WITNESS WHEREOF, each of the parties hereto has caused this Bill of Sale
to be duly executed and delivered on this 19th day of December, 2001.


SELLER:                           WELLS FARGO BANK, NATIONAL ASSOCIATION



                                  By:
                                     ----------------------------------------
                                     Name:
                                     Title:





PURCHASER:                        MORGAN STANLEY DEAN WITTER CAPITAL I INC.



                                  By:
                                     ----------------------------------------
                                     Name:
                                     Title:


                                      4-2
<PAGE>



                                EXHIIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY





                                      5-1

<PAGE>

                                   EXHIBIT K-3

                         FORM OF PURCHASE AGREEMENT III


<PAGE>

                        MORTGAGE LOAN PURCHASE AGREEMENT
                                (PRINCIPAL LOANS)

                  Mortgage Loan Purchase Agreement ("Agreement"), dated as of
December 19, 2001, between Principal Commercial Funding, LLC (the "Seller"), and
Morgan Stanley Dean Witter Capital I Inc. (the "Purchaser").

                  The Seller agrees to sell and the Purchaser agrees to purchase
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), to be dated as of December 1, 2001, between the
Purchaser, as depositor, Wells Fargo Bank, National Association, as master
servicer (the "Master Servicer"), GMAC Commercial Mortgage Corporation, as
special servicer (the "Special Servicer"), LaSalle Bank National Association, as
trustee (the "Trustee"), Wells Fargo Bank Minnesota, National Association, as
paying agent and certificate registrar and ABN AMRO Bank N.V., as fiscal agent
(the "Fiscal Agent"). In exchange for the Mortgage Loans and certain other
mortgage loans to be purchased by the Purchaser (collectively the "Other
Mortgage Loans"), the Trust will issue to the Depositor pass-through
certificates to be known as Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001-TOP5 (the
"Certificates"). The Certificates will be issued pursuant to the Pooling and
Servicing Agreement.

                  Capitalized terms used herein but not defined herein shall
have the meanings assigned to them in the Pooling and Servicing Agreement.

                  The Class A-1, Class A-2, Class A-3, Class A-4, Class B and
Class C Certificates (the "Public Certificates") will be sold by the Purchaser
to Morgan Stanley & Co. Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs &
Co. and Wells Fargo Brokerage Services, LLC (the "Underwriters"), pursuant to an
Underwriting Agreement, between the Purchaser and the Underwriters, dated
December 19, 2001 (the "Underwriting Agreement"), and the Class X-1, Class X-2,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class R-I, Class R-II and Class R-III Certificates (the "Private
Certificates") will be sold by the Purchaser to Morgan Stanley & Co.
Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs & Co. and Wells Fargo
Brokerage Services, LLC (the "Initial Purchasers") pursuant to a Certificate
Purchase Agreement, between the Purchaser and the Initial Purchasers, dated
December 19, 2001 (the "Certificate Purchase Agreement"). The Underwriters will
offer the Public Certificates for sale publicly pursuant to a Prospectus dated
October 9, 2001, as supplemented by a Prospectus Supplement dated December 19,
2001 (together, the "Prospectus Supplement"), and the Initial Purchasers will
offer the Private Certificates for sale in transactions exempt from the
registration requirements of the Securities Act of 1933 pursuant to a Private
Placement Memorandum dated December 19, 2001 (the "Memorandum").

                  In consideration of the mutual agreements contained herein,
the Seller and the Purchaser hereby agree as follows:

SECTION 1. Agreement to Purchase. The Seller agrees to sell, and the Purchaser
agrees to purchase, on a servicing released basis (but subject to the
designation of


<PAGE>

Principal Capital Management, LLC as enduring primary servicer (the "Primary
Servicer") under the Pooling and Servicing Agreement as contemplated by Section
6(j)), the Mortgage Loans identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to
reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the
terms hereof. The Cut-Off Date with respect to the Mortgage Loans is December 1,
2001. The Mortgage Loans will have an aggregate principal balance as of the
close of business on the Cut-Off Date, after giving effect to any payments due
on or before such date, whether or not received, of $329,403,570. The sale of
the Mortgage Loans shall take place on December 27, 2001 or such other date as
shall be mutually acceptable to the parties hereto (the "Closing Date"). The
purchase price to be paid by the Purchaser for the Mortgage Loans shall equal
the amount set forth as such purchase price on Exhibit 3 hereto. The purchase
price shall be paid to the Seller by wire transfer in immediately available
funds on the Closing Date.

                  On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 14), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 14).

SECTION 2. Conveyance of Mortgage Loans. Effective as of the Closing Date,
subject only to receipt of the consideration referred to in Section 1 hereof and
the satisfaction of the conditions specified in Sections 6 and 7 hereof, the
Seller does hereby transfer, assign, set over and otherwise convey to the
Purchaser, without recourse, all the right, title and interest of the Seller in
and to the Mortgage Loans identified on the Mortgage Loan Schedule as of the
Closing Date. The Mortgage Loan Schedule, as it may be amended from time to time
on or prior to the Closing Date, shall conform to the requirements of this
Agreement and the Pooling and Servicing Agreement. In connection with such
transfer and assignment, the Seller shall deliver to or on behalf of the
Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for each Mortgage Loan and on
or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 5 in favor of
the Trustee 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 Pooling and Servicing Agreement and any
intervening assignments with evidence of recording thereon that are required to
be included in the Mortgage Files (so long as original counterparts have
previously been delivered to the Trustee). The Seller agrees to reasonably
cooperate with the Trustee and the Special Servicer in connection with any
additional powers of attorney or revisions thereto that are requested by such
parties for purposes of such recordation. The parties hereto agree that no such
power of attorney shall be used with respect to any Mortgage Loan by or under
authorization by any party hereto except to the extent that the absence of a
document described in the second preceding sentence with respect to such
Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180
days following the delivery of notice of such absence to the Seller, but in no
event earlier than 18 months from the Closing Date, and (ii) the date (if any)
on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Trustee shall submit such documents, at the Seller's expense, after the periods
set forth above, provided, however, the Trustee shall not submit such
assignments for recording if the Seller produces evidence that it has sent any
such assignment for recording and



                                        2
<PAGE>

certifies that the Seller is awaiting its return from the applicable recording
office. In addition, not later than the 30th day following the Closing Date, the
Seller shall deliver to or on behalf of the Trustee each of the remaining
documents or instruments specified below (with such exceptions as are permitted
by this Section) with respect to each Mortgage Loan (each, a "Mortgage File").
(The Seller acknowledges that the term "without recourse" does not modify the
duties of the Seller under Section 5 hereof.)

     All Mortgage Files, or portions thereof, delivered prior to the Closing
Date are to be held by or on behalf of the Trustee in escrow on behalf of the
Seller at all times prior to the Closing Date. The Mortgage Files shall be
released from escrow upon closing of the sale of the Mortgage Loans and payments
of the purchase price therefor as contemplated hereby. The Mortgage File for
each Mortgage Loan shall contain the following documents:

     (a) The original Mortgage Note bearing all intervening endorsements,
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 2001-TOP5, 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;

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

     (c) The originals of all agreements modifying a Money Term or other
material modification, consolidation and extension agreements, if any, with
evidence of recording thereon, or if any such original modification,
consolidation or extension agreement has been delivered to the appropriate
recording office for recordation and either has not yet been returned on or
prior to the 45th day following the Closing Date with evidence of recordation
thereon or has been lost after recordation, a true copy of such modification,
consolidation or extension certified by the Seller together with (i) in the case
of a delay caused by the public recording office, an Officer's Certificate of
the Seller stating that such original modification, consolidation or extension
agreement has been dispatched or sent to the appropriate public recording
official for recordation or (ii) in the case of an original modification,
consolidation or extension agreement that has been lost after recordation, a
certification by the appropriate county recording office where such document is
recorded that such copy is a true and complete copy of the original



                                       3
<PAGE>

recorded modification, consolidation or extension agreement, and the originals
of all assumption agreements, if any;

     (d) An original Assignment of Mortgage for each Mortgage Loan, in form and
substance acceptable for recording, signed by the holder of record in favor of
"LaSalle Bank National Association, as Trustee for Morgan Stanley Dean Witter
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-TOP5";

     (e) Originals of all intervening assignments of Mortgage, if any, with
evidence of recording thereon or, if such original assignments of Mortgage have
been delivered to the appropriate recorder's office for recordation, certified
true copies of such assignments of Mortgage certified by the Seller, or in the
case of an original blanket intervening assignment of Mortgage retained by the
Seller, a copy thereof certified by the Seller or, if any original intervening
assignment of Mortgage has not yet been returned on or prior to the 45th day
following the Closing Date from the applicable recording office or has been
lost, a true and correct copy thereof, together with (i) in the case of a delay
caused by the public recording office, an Officer's Certificate of the Seller
stating that such original intervening assignment of Mortgage has been sent to
the appropriate public recording official for recordation or (ii) in the case of
an original intervening Assignment of Mortgage that has been lost after
recordation, a certification by the appropriate county recording office where
such assignment is recorded that such copy is a true and complete copy of the
original recorded intervening Assignment of Mortgage;

     (f) If the related Assignment of Leases is separate from the Mortgage, the
original of such Assignment of Leases with evidence of recording thereon or, if
such Assignment of Leases has not been returned on or prior to the 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
(i) an original of each assignment of such Assignment of Leases with evidence of
recording thereon and showing a complete recorded chain of assignment from the
named assignee to the holder of record, and if any such assignment of such
Assignment of Leases has not been returned from the applicable public recording
office, a copy of such assignment certified by the Seller to be a true and
complete copy of the original assignment submitted for recording, and (ii) an
original assignment of such Assignment of Leases, in recordable form, signed by
the holder of record in favor of "LaSalle Bank National Association, as Trustee
for Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-TOP5," which assignment may be effected in the related
Assignment of Mortgage;

     (g) The original of each guaranty, if any, constituting additional security
for the repayment of such Mortgage Loan;

     (h) The original Title Insurance Policy, or in the event such original
Title Insurance Policy has not been issued, an original binder 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;

                                       4
<PAGE>

     (i) (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;

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

     (k) Copies of any loan agreements, lock-box agreements and intercreditor
agreements (including, without limitation, the Intercreditor Agreement) (and a
copy (that is, not an original) of the mortgage note evidencing the related B
Note), if any, related to any Mortgage Loan;

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

     (m) The original environmental indemnity agreement, if any, related to any
Mortgage Loan;

     (n) Third-party management agreements for hotels and mortgage properties
securing Mortgage Loans with a Cut-Off Date principal balance equal to or
greater than $20,000,000;

     (o) Any Environmental Insurance Policy; and

                                       5
<PAGE>

     (p) Any affidavit and indemnification agreement.

     The original of each letter of credit referred to in clause (l) above shall
be delivered to the Primary Servicer, the Master Servicer or the Trustee (as the
case may be) within 45 days of the Closing Date. In addition, a copy of any
ground lease shall be delivered to the Primary Servicer within 30 days of the
Closing Date. Any failure to deliver any ground lease shall constitute a
document defect.

     "Officer's Certificate" shall mean a certificate signed by one or more of
the Chairman of the Board, any Vice Chairman, the President, any Senior Vice
President, any Vice President, any Assistant Vice President, any Treasurer or
any Assistant Treasurer.

     The Assignments of Mortgage and assignment of Assignment of Leases referred
to in clauses (d), (e) and (f) may be in the form of a single instrument
assigning the Mortgage and the Assignment of Leases to the extent permitted by
applicable law. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the
mortgages) and assignments of UCC financing statements, the Seller shall
execute, in accordance with the third succeeding paragraph, the assignments of
mortgages, the assignments of leases (to the extent separate from the mortgages)
and the assignments of UCC financing statements relating to the Mortgage Loans
naming the Trustee on behalf of the Certificateholders as assignee.
Notwithstanding the fact that such assignments of mortgages, assignments of
leases (to the extent separate from the assignments of mortgages) and
assignments of UCC financing statements shall name the Trustee on behalf of the
Certificateholders as the assignee, the parties hereto acknowledge and agree
that the Mortgage Loans shall for all purposes be deemed to have been
transferred from the Seller to the Purchaser and from the Purchaser to the
Trustee on behalf of the Certificateholders.

     If the Seller cannot deliver, or cause to be delivered, as to any Mortgage
Loan, any of the documents and/or instruments referred to in clauses (b), (c),
(e) or (f), with evidence of recording thereon, solely because of a delay caused
by the public recording office where such document or instrument has been
delivered for recordation within such 45 day period, but the Seller delivers a
photocopy thereof (certified by the appropriate county recorder's office to be a
true and complete copy of the original thereof submitted for recording), to the
Trustee within such 45 day period, the Seller shall then deliver within 90 days
after the Closing Date the recorded document (or within such longer period after
the Closing Date as the Trustee may consent to, which consent shall not be
unreasonably withheld so long as the Seller is, as certified in writing to the
Trustee no less often than monthly, in good faith attempting to obtain from the
appropriate county recorder's office such original or photocopy).

     The Trustee, as assignee or transferee of the Purchaser, shall be entitled
to all scheduled payments of principal due thereon after the Cut-Off Date, all
other payments of principal collected after the Cut-Off Date (other than
scheduled payments of principal due on or before the Cut-Off Date), and all
payments of interest on the Mortgage Loans allocable to the period commencing on
the Cut-Off Date. All scheduled payments of principal and interest due on or
before the Cut-Off Date and collected after the Cut-Off Date shall belong to the
Seller.

                                       6
<PAGE>


                  Within 45 days following the Closing Date, the Seller shall
deliver and the Purchaser, the Trustee or the agents of either may submit or
cause to be submitted for recordation at the expense of the Seller, in the
appropriate public office for real property records, each assignment referred to
in clauses (d) and (f)(ii) above. Within 90 days following the Closing Date, the
Seller shall deliver and the Purchaser, the Trustee or the agents of either may
submit or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i) above. If any such document or instrument
is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, the Seller shall prepare a substitute therefor or cure such
defect, and the Seller shall, at its own expense (except in the case of a
document or instrument that is lost by the Trustee), record or file, as the case
may be, and deliver such document or instrument in accordance with this Section
2.

                  Documents that are in the possession of the Seller, its agents
or its subcontractors that relate to the Mortgage Loans and that are not
required to be delivered to the Trustee shall be shipped by the Seller to or at
the direction of the Master Servicer, on behalf of the Purchaser, on or prior to
the 75th day after the Closing Date, in accordance with Section 3.1 of the
Primary Servicing Agreement, if applicable.

                  The documents required to be delivered to the Master Servicer
(or in the alternative, the Primary Servicer) shall include, to the extent
required to be (and actually) delivered to the Seller pursuant to the applicable
Mortgage Loan documents, copies of the following items: the Mortgage Note, any
Mortgage, the Assignment of Leases and the Assignment of Mortgage, any
guaranty/indemnity agreement, any loan agreement, the insurance policies or
certificates, as applicable, the property inspection reports, any financial
statements on the property, any escrow analysis, the tax bills, the Appraisal,
the environmental report, the engineering report, the asset summary, financial
information on the Borrower/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 Primary Servicer shall be deemed a
delivery to the Master Servicer and satisfy Seller's obligations under this
sub-paragraph.

                  Upon the sale of the Mortgage Loans by the Seller to the
Purchaser pursuant to this Agreement, the ownership of each Mortgage Note,
Mortgage and the other contents of the related Mortgage File shall be vested in
the Purchaser and its assigns, and the ownership of all records and documents
with respect to the related Mortgage Loan prepared by or that come into the
possession of the Seller shall immediately vest in the Purchaser and its
assigns, and shall be delivered promptly by the Seller to or on behalf of either
the Trustee or the Master Servicer as set forth herein, subject to the
requirements of the Primary Servicing Agreement. The Seller's and Purchaser's
records shall reflect the transfer of each Mortgage Loan from the Seller to the
Purchaser and its assigns as a sale.

                  It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans and related property to the Purchaser by the
Seller as provided in this Section 2 be, and be construed as, an absolute sale
of the Mortgage Loans and related property. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any



                                       7
<PAGE>

related property are held to be the property of the Seller, or if for any other
reason this Agreement is held or deemed to create a security interest in the
Mortgage Loans or any related property, then:

          (i) this Agreement shall be deemed to be a security agreement; and

          (ii) the conveyance provided for in this Section 2 shall be deemed to
     be a grant by the Seller to the Purchaser of a security interest in all of
     the Seller's right, title, and interest, whether now owned or hereafter
     acquired, in and to:

               (A) All accounts, general intangibles, chattel paper,
          instruments, documents, money, deposit accounts, certificates of
          deposit, goods, letters of credit, advices of credit and investment
          property consisting of, arising from or relating to any of the
          following property: the Mortgage Loans identified on the Mortgage Loan
          Schedule, including the related Mortgage Notes, Mortgages, security
          agreements, and title, hazard and other insurance policies, all
          distributions with respect thereto payable after the Cut-Off Date, all
          substitute or replacement Mortgage Loans and all distributions with
          respect thereto, and the Mortgage Files;

               (B) All accounts, general intangibles, chattel paper,
          instruments, documents, money, deposit accounts, certificates of
          deposit, goods, letters of credit, advices of credit, investment
          property and other rights arising from or by virtue of the disposition
          of, or collections with respect to, or insurance proceeds payable with
          respect to, or claims against other Persons with respect to, all or
          any part of the collateral described in clause (A) above (including
          any accrued discount realized on liquidation of any investment
          purchased at a discount); and

               (C) All cash and non-cash proceeds of the collateral described in
          clauses (A) and (B) above.

     The possession by the Purchaser or its designee of the Mortgage Notes, the
Mortgages, and such other goods, letters of credit, advices of credit,
instruments, money, documents, chattel paper or certificated securities shall be
deemed to be possession by the secured party or possession by a purchaser for
purposes of perfecting the security interest pursuant to the Uniform Commercial
Code (including, without limitation, Sections 9-305 and 9-115 thereof) as in
force in the relevant jurisdiction. Notwithstanding the foregoing, the Seller
makes no representation or warranty as to the perfection of any such security
interest.

     Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

                                       8
<PAGE>

                  The Seller shall, to the extent consistent with this
Agreement, take such reasonable actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the property
described above, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Agreement. In such case, the Seller shall
file all filings necessary to maintain the effectiveness of any original filings
necessary under the Uniform Commercial Code as in effect in any jurisdiction to
perfect such security interest in such property. In connection herewith, the
Purchaser shall have all of the rights and remedies of a secured party and
creditor under the Uniform Commercial Code as in force in the relevant
jurisdiction.

                  Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) required to be delivered to or on behalf of the Trustee or the Master
Servicer pursuant to this Section 2 on or before the Closing Date is not so
delivered, or is not properly executed or is defective on its face, and the
Purchaser's acceptance of the related Mortgage Loan on the Closing Date shall in
no way constitute a waiver of such omission or defect or of the Purchaser's or
its successors' and assigns' rights in respect thereof pursuant to Section 5.

                  SECTION 3. Examination of Mortgage Files and Due Diligence
Review. The Seller shall (i) deliver to the Purchaser on or before the Closing
Date a diskette acceptable to the Purchaser that contains such information about
the Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver
to the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

                  On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, each Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller during normal
business hours and shall not be conducted in a manner that is disruptive to the
Seller's normal business operations upon reasonable prior advance notice. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, each Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information



                                       9
<PAGE>

regarding the Seller's financial condition and access to knowledgeable financial
or accounting officers for the purpose of answering questions with respect to
the Seller's financial condition, financial statements as provided to the
Purchaser or other developments affecting the Seller's ability to consummate the
transactions contemplated hereby or otherwise affecting the Seller in any
material respect. Within 45 days after the Closing Date, the Seller shall
provide the Master Servicer or Primary Servicer, if applicable, with any
additional information identified by the Master Servicer or Primary Servicer, if
applicable, as necessary to complete the CMSA Property File, to the extent that
such information is available.

                  The Purchaser may exercise any of its rights hereunder through
one or more designees or agents; provided the Purchaser has provided the Seller
with prior notice of the identity of such designee or agent.

                  The Purchaser shall keep confidential any information
regarding the Seller and the Mortgage Loans that has been delivered into the
Purchaser's possession and that is not otherwise publicly available; provided,
however, that such information shall not be kept confidential (and the right to
require confidentiality under any confidentiality agreement is hereby waived) to
the extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

                  SECTION 4. Representations and Warranties of the Seller and
the Purchaser.

                (a) To induce the Purchaser to enter into this Agreement, the
Seller hereby makes for the benefit of the Purchaser and its assigns with
respect to each Mortgage Loan as of the date hereof (or as of such other date
specifically set forth in the particular representation and warranty) each of
the representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:

                                       10
<PAGE>

          (i) The Seller is duly organized and is validly existing as a limited
     liability company in good standing under the laws of the State of Delaware.
     The Seller has the requisite power and authority and legal right to own the
     Mortgage Loans and to transfer and convey the Mortgage Loans to the
     Purchaser and has the requisite power and authority to execute and deliver,
     engage in the transactions contemplated by, and perform and observe the
     terms and conditions of, this Agreement.

          (ii) This Agreement has been duly and validly authorized, executed and
     delivered by the Seller, and assuming the due authorization, execution and
     delivery hereof by the Purchaser, this Agreement constitutes the valid,
     legal and binding agreement of the Seller, enforceable in accordance with
     its terms, except as such enforcement may be limited by (A) laws relating
     to bankruptcy, insolvency, reorganization, receivership or moratorium, (B)
     other laws relating to or affecting the rights of creditors generally, (C)
     general equity principles (regardless of whether such enforcement is
     considered in a proceeding in equity or at law) or (D) public policy
     considerations underlying the securities laws, to the extent that such
     public policy considerations limit the enforceability of the provisions of
     this Agreement that purport to provide indemnification from liabilities
     under applicable securities laws.

          (iii) No consent, approval, authorization or order of, registration or
     filing with, or notice to, any governmental authority or court is required,
     under federal or state law, for the execution, delivery and performance of
     or compliance by the Seller with this Agreement, or the consummation by the
     Seller of any transaction contemplated hereby, other than (1) such
     qualifications as may be required under state securities or blue sky laws,
     (2) the filing or recording of financing statements, instruments of
     assignment and other similar documents necessary in connection with the
     Seller's sale of the Mortgage Loans to the Purchaser, (3) such consents,
     approvals, authorizations, qualifications, registrations, filings or
     notices as have been obtained and (4) where the lack of such consent,
     approval, authorization, qualification, registration, filing or notice
     would not have a material adverse effect on the performance by the Seller
     under this Agreement.

          (iv) Neither the transfer of the Mortgage Loans to the Purchaser, nor
     the execution, delivery or performance of this Agreement by the Seller,
     conflicts or will conflict with, results or will result in a breach of, or
     constitutes or will constitute a default under (A) any term or provision of
     the Seller's articles of organization or by-laws, (B) any term or provision
     of any material agreement, contract, instrument or indenture to which the
     Seller is a party or by which it or any of its assets is bound or results
     in the creation or imposition of any lien, charge or encumbrance upon any
     of its property pursuant to the terms of any such indenture, mortgage,
     contract or other instrument, other than pursuant to this Agreement, or (C)
     after giving effect to the consents or taking of the actions contemplated
     in subsection (iii), any law, rule, regulation, order, judgment, writ,
     injunction or decree of any court or governmental authority having
     jurisdiction over the Seller or its assets, except where in any of the
     instances contemplated by clauses (B) or (C) above, any conflict, breach or
     default, or creation or imposition of any lien, charge or encumbrance, will
     not have a material adverse effect on the consummation of the transactions
     contemplated hereby by the Seller or its ability to perform its obligations
     and duties hereunder or result in any material adverse change in the
     business, operations,

                                       11
<PAGE>

     financial condition, properties or assets of the Seller, or in any material
     impairment of the right or ability of the Seller to carry on its business
     substantially as now conducted.

          (v) There are no actions or proceedings against, or investigations of,
     the Seller pending or, to the Seller's knowledge, threatened in writing
     against the Seller before any court, administrative agency or other
     tribunal, the outcome of which could reasonably be expected to materially
     and adversely affect the transfer of the Mortgage Loans to the Purchaser or
     the execution or delivery by, or enforceability against, the Seller of this
     Agreement or have an effect on the financial condition of the Seller that
     would materially and adversely affect the ability of the Seller to perform
     its obligations under this Agreement.

          (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
     this Agreement will effect a transfer by the Seller of all of its right,
     title and interest in and to the Mortgage Loans to the Purchaser.

          (vii) To the Seller's knowledge, the Seller's Information (as defined
     in that certain indemnification agreement, dated December 19, 2001, between
     the Seller, Principal Life Insurance Company, the Purchaser, the
     Underwriters and the Initial Purchasers (the "Indemnification Agreement"))
     relating to the Mortgage Loans does not contain any untrue statement of a
     material fact or omit to state a material fact necessary to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading. Notwithstanding anything contained herein to the
     contrary, this subparagraph (vii) shall run exclusively to the benefit of
     the Purchaser and no other party.

                  To induce the Purchaser to enter into this Agreement, the
Seller hereby covenants that the foregoing representations and warranties and
those set forth on Exhibit 2 hereto will be true and correct in all material
respects on and as of the Closing Date with the same effect as if made on the
Closing Date.

                  Each of the representations, warranties and covenants made by
the Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

          (b) To induce the Seller to enter into this Agreement, the Purchaser
     hereby represents and warrants to the Seller as of the date hereof:

          (i) The Purchaser is a corporation duly organized, validly existing,
     and in good standing under the laws of the State of Delaware with full
     power and authority to carry on its business as presently conducted by it.

          (ii) The Purchaser has full power and authority to acquire the
     Mortgage Loans, to execute and deliver this Agreement and to enter into and
     consummate all transactions contemplated by this Agreement. The Purchaser
     has duly and validly authorized the execution, delivery and performance of
     this Agreement and has duly and validly executed and delivered this
     Agreement. This Agreement, assuming due authorization, execution and
     delivery by the Seller, constitutes the valid and binding



                                       12
<PAGE>

     obligation of the Purchaser, enforceable against it in accordance with its
     terms, except as such enforceability may be limited by bankruptcy,
     insolvency, reorganization, moratorium and other similar laws affecting the
     enforcement of creditors' rights generally and by general principles of
     equity, regardless of whether such enforcement is considered in a
     proceeding in equity or at law.

          (iii) No consent, approval, authorization or order of, registration or
     filing with, or notice to, any governmental authority or court is required,
     under federal or state law, for the execution, delivery and performance of
     or compliance by the Purchaser with this Agreement, or the consummation by
     the Purchaser of any transaction contemplated hereby that has not been
     obtained or made by the Purchaser.

          (iv) Neither the purchase of the Mortgage Loans nor the execution,
     delivery and performance of this Agreement by the Purchaser will violate
     the Purchaser's certificate of incorporation or by-laws or constitute a
     default (or an event that, with notice or lapse of time or both, would
     constitute a default) under, or result in a breach of, any material
     agreement, contract, instrument or indenture to which the Purchaser is a
     party or that may be applicable to the Purchaser or its assets.

          (v) The Purchaser's execution and delivery of this Agreement and its
     performance and compliance with the terms of this Agreement will not
     constitute a violation of, any law, rule, writ, injunction, order or decree
     of any court, or order or regulation of any federal, state or municipal
     government agency having jurisdiction over the Purchaser or its assets,
     which violation could materially and adversely affect the condition
     (financial or otherwise) or the operation of the Purchaser or its assets or
     could materially and adversely affect its ability to perform its
     obligations and duties hereunder.

          (vi) There are no actions or proceedings against, or investigations
     of, the Purchaser pending or, to the Purchaser's knowledge, threatened
     against the Purchaser before any court, administrative agency or other
     tribunal, the outcome of which could reasonably be expected to adversely
     affect the transfer of the Mortgage Loans, the issuance of the
     Certificates, the execution, delivery or enforceability of this Agreement
     or have an effect on the financial condition of the Purchaser that would
     materially and adversely affect the ability of the Purchaser to perform its
     obligation under this Agreement.

          (vii) The Purchaser has not dealt with any broker, investment banker,
     agent or other person, other than the Seller, the Underwriters, the Initial
     Purchasers and their respective affiliates, that may be entitled to any
     commission or compensation in connection with the sale of the Mortgage
     Loans or consummation of any of the transactions contemplated hereby.

                  To induce the Seller to enter into this Agreement, the
Purchaser hereby covenants that the foregoing representations and warranties
will be true and correct in all material respects on and as of the Closing Date
with the same effect as if made on the Closing Date.

                                       13
<PAGE>

     Each of the representations and warranties made by the Purchaser pursuant
to this Section 4(b) shall survive the purchase of the Mortgage Loans.

     SECTION 5. Remedies Upon Breach of Representations and Warranties Made by
the Seller.

     (a) It is hereby acknowledged that the Seller shall make for the benefit of
the Trustee on behalf of the holders of the Certificates, whether directly or by
way of the Purchaser's assignment of its rights hereunder to the Trustee, the
representations and warranties set forth on Exhibit 2 hereto (each as of the
date hereof unless otherwise specified).

     (b) It is hereby further acknowledged that if any document required to be
delivered to the Trustee pursuant to Section 2 is not delivered as and when
required, not properly executed or is defective on its face, or if there is a
breach of any of the representations and warranties required to be made by the
Seller regarding the characteristics of the Mortgage Loans or the related
Mortgaged Properties as set forth in Exhibit 2 hereto, and in either case such
defect or breach, either (i) materially and adversely affects the interests of
the holders of the Certificates in the related Mortgage Loan, or (ii) both (A)
the document defect or breach materially and adversely affects the value of the
Mortgage Loan and (B) the Mortgage Loan is a Specially Serviced Mortgage Loan or
Rehabilitated Mortgage Loan (such a document defect described in the preceding
clause (i) or (ii), a "Material Document Defect" and such a breach described in
the preceding clause (i) or (ii) a "Material Breach"), the party discovering
such Material Document Defect or Material Breach shall promptly notify the other
parties; provided that any breach of the representation and warranty contained
in paragraph (41) of such Exhibit 2 shall constitute a Material Breach only if
such prepayment premium or yield maintenance charge is not deemed "customary"
for commercial mortgage loans as evidenced by (i) an opinion of tax counsel to
such effect or (ii) a determination by the Internal Revenue Service that such
provision is not customary. Promptly (but in any event within three Business
Days) upon becoming aware of any such Material Document Defect or Material
Breach, the Master Servicer shall, and the Special Servicer may, request that
the Seller, not later than 85 days from the Seller's receipt of the notice of
such Material Document Defect or Material Breach, cure such Material Document
Defect or Material Breach, as the case may be, in all material respects;
provided, however, that if such Material Document Defect or Material Breach, as
the case may be, cannot be corrected or cured in all material respects within
such 85-day period, and such Material Document Defect or Material Breach would
not cause the Mortgage Loan to be other than a "qualified mortgage"(as defined
in the Code) but the Seller is diligently attempting to effect such correction
or cure, as certified by the Seller in an Officer's Certificate delivered to the
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is then
a Specially Serviced Mortgage Loan and a Servicing Transfer Event has occurred
as a result of a monetary default or as described in clause (ii) or clause (v)
of the definition of "Servicing Transfer Event" in the Pooling and Servicing
Agreement and (y) the Material Document Defect was identified in a certification
delivered to the Seller by the Trustee pursuant to Section 2.2 of the Pooling
and Servicing Agreement not less than 85 days prior to the delivery of the
notice of such Material Document Defect. The parties acknowledge that neither
delivery of a certification or schedule of exceptions to the Seller pursuant to
Section 2.2 of the Pooling and Servicing Agreement or otherwise nor possession
of such certification or schedule by the Seller shall, in and of itself,
constitute delivery of notice of



                                       14
<PAGE>

any Material Document Defect or knowledge or awareness by the Seller of any
Material Document Defect listed therein.

                  The Seller hereby covenants and agrees that, if any such
Material Document Defect or Material Breach cannot be corrected or cured within
the above cure periods, the Seller shall, on or before the termination of such
cure periods, either (i) repurchase the related Mortgage Loan or REO Mortgage
Loan from the Purchaser or its assignee at the Purchase Price as defined in the
Pooling and Servicing Agreement, or (ii) if within the 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 its option replace any Mortgage Loan or REO Mortgage Loan to
which such defect relates with a Qualifying Substitute Mortgage Loan. If such
defect would cause the Mortgage Loan to be other than a "qualified mortgage" (as
defined in the Code), then notwithstanding the previous sentence, repurchase or
substitution must occur within 85 days from the date the Seller was notified of
the defect. The Seller agrees that any such substitution shall be completed in
accordance with the terms and conditions of the Pooling and Servicing Agreement.

                  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, (A) the Seller provides a
Nondisqualification Opinion to the Trustee at the expense of the Seller if, in
the reasonable business judgement of the Trustee, it would be usual and
customary in accordance with industry practice to obtain a Nondisqualification
Opinion 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 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 Loans(s)) set forth in Appendix A 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 A to the
Final Prospectus Supplement plus 10% and (B) the loan-to-value ratio for all
such Crossed Mortgage Loans (including the Affected Loans(s)), at the time of
repurchase or replacement. The determination of the Master Servicer as to
whether the conditions set forth above have been satisfied shall be conclusive
and binding in the absence of manifest error. The Master Servicer will be
entitled to cause to be



                                       15
<PAGE>

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
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 (as assignee of the Purchaser) continues to hold any Crossed
Mortgage Loan, the Seller and the Purchaser hereby agree to forebear from
enforcing any remedies against the other's Primary Collateral but may exercise
remedies against the Primary Collateral securing their respective Mortgage
Loans, including with respect to the Trustee, the Primary Collateral securing
the Mortgage Loans still held by the Trustee, so long as such exercise does not
impair the ability of the other party to exercise its remedies against its
Primary Collateral. If the exercise of remedies by one party would impair the
ability of the other party to exercise its remedies with respect to the Primary
Collateral securing the Mortgage Loan or Mortgage Loans held by such party, then
both parties shall forbear from exercising such remedies until the loan
documents evidencing and securing the relevant Mortgage Loans can be modified in
a manner that complies with the Pooling and Servicing Agreement to remove the
threat of impairment as a result of the exercise of remedies. Any reserve or
other cash collateral or letters of credit securing the Cross-Collateralized
Loans shall be allocated between such Mortgage Loans in accordance with the
Mortgage Loan documents, or otherwise on a pro rata basis based upon their
outstanding Principal Balances. All other terms of the Mortgage Loans shall
remain in full force and effect, without any modification thereof. The
Mortgagors set forth on Schedule B hereto are intended third-party beneficiaries
of the provisions set forth in this paragraph and the preceding paragraph. The
provisions of this paragraph and the preceding paragraph may not be modified
with respect to any Mortgage Loan without the related Mortgagor's consent.

                  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 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 (h) of the definition of Mortgage File. If any of the
foregoing Material Document Defects is discovered by the Custodian (or the
Trustee if there is no Custodian), the Trustee (or as set forth in Section
2.3(a) of the Pooling and Servicing Agreement, the Master Servicer) will take
the steps described elsewhere in this Section, including the giving of notices
to the Rating Agencies and the parties hereto and making demand upon the Seller
for the cure of the Material Document Defect or repurchase or replacement of the
related Mortgage Loan.

                  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



                                       16
<PAGE>

from the Purchaser or its assignee or (iii) to replace such Mortgage Loan with a
Qualifying Substitute Mortgage Loan, each in accordance with this Agreement,
then provided that (i) the period of time provided for the Seller to correct,
repurchase or cure has expired and (ii) the Mortgage Loan is then in default and
is then a Specially Serviced Mortgage Loan, the Special Servicer may, subject to
the Servicing Standard, modify, work-out or foreclose, sell or otherwise
liquidate (or permit the liquidation of) the Mortgage Loan pursuant to Section
9.5, Section 9.12, Section 9.15 and Section 9.36, as applicable, of the Pooling
and Servicing Agreement, while pursuing the repurchase claim. The Seller
acknowledges and agrees that any modification of the Mortgage Loan pursuant to a
work-out shall not constitute a defense to any repurchase claim nor shall such
modification and work-out change the Purchase Price due from the Seller for any
repurchase claim. In the event of any such modification and work-out, the Seller
shall be obligated to repurchase the Mortgage Loan as modified and 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 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 of the Pooling and Servicing Agreement and (ii) the
Special Servicer of any offer that it receives to purchase the applicable REO
Property, each in connection with such liquidation. Upon the receipt of such
notice by the Seller, the Seller shall then have the right 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 in this Agreement or in the Pooling and
Servicing Agreement, the right of any Option Holder to purchase such Mortgage
Loan shall be subject and subordinate to the Seller's right to purchase such
Mortgage Loan as described in the immediately preceding sentence. The Seller
shall have five (5) Business Days to notify the Trustee or Special Servicer, as
applicable, of its intent to so purchase the Mortgage Loan or related REO
Property from the date that it was notified of such intention to exercise such
Option or of such offer. The Special Servicer shall be obligated to provide the
Seller with any appraisal or other third party reports relating to the Mortgaged
Property within its possession to enable the Seller to evaluate the Mortgage
Loan or REO Property. Any sale of the Mortgage Loan, or foreclosure upon such
Mortgage Loan and sale of the REO Property, to a Person other than the Seller
shall be without (i) recourse of any kind (either express or implied) by such
Person against the Seller and (ii) representation or warranty of any kind
(either express or implied) by the Seller to or for the benefit of such Person.

                  The fact that a Material Document Defect or Material Breach is
not discovered until after foreclosure (but in all instances prior to the sale
of the related REO Property or Mortgage Loan) shall not prejudice any claim
against the Seller for repurchase of the REO Mortgage Loan or REO Property. In
such an event, the Master Servicer 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



                                       17
<PAGE>

Property at the Purchase Price. If the Seller fails to correct or cure the
Material Document Defect or Material Breach or purchase the REO Property, then
the provisions above regarding notice of offers related to such REO Property and
the Seller's right to purchase such REO Property shall apply. If a court of
competent jurisdiction issues a final order that the Seller is or was obligated
to repurchase the Mortgage Loan or REO Mortgage Loan or the Seller otherwise
accepts liability, then, after the expiration of any applicable appeal period,
but in no event later than the Termination of the Trust pursuant to Section 9.30
of the Pooling and Servicing Agreement, the Seller will be obligated to pay to
the Trust the difference between any Liquidation Proceeds received upon such
liquidation in accordance with the Pooling and Servicing Agreement (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 5(b), 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.

                  The obligations of the Seller set forth in this Section 5(b)
to cure a Material Document Defect or a Material Breach or repurchase or replace
a defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

                  Notwithstanding the foregoing, in the event that there is a
breach of the representations and warranties set forth in paragraph 39 or
paragraph 42, each in Exhibit 2 attached hereto, and as a result the payments,
by a Mortgagor, of reasonable costs and expenses associated with (A) the
defeasance or assumption of a Mortgage Loan or (B) the substitution of a
Mortgaged Property (as the case may be) are insufficient causing the Trust to
incur any Additional Trust Expense, the Seller hereby covenants and agrees to
reimburse the Trust in an amount sufficient to avoid such Additional Trust
Expense. Notwithstanding the foregoing, the Seller hereby covenants and agrees
to reimburse the Trust for any Additional Trust Expense associated 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 and
opinions of counsel.

                                       18
<PAGE>

     (c) The Pooling and Servicing Agreement shall provide that the Trustee (or
the Master Servicer or the Special Servicer on its behalf) shall give written
notice within three Business Days to the Seller of its discovery of any Material
Document Defect or Material Breach and prompt written notice to the Seller in
the event that any Mortgage Loan becomes a Specially Serviced Mortgage Loan (as
defined in the Pooling and Servicing Agreement).

     (d) If the Seller repurchases any Mortgage Loan pursuant to this Section 5,
the Purchaser or its assignee, following receipt by the Trustee of the Purchase
Price therefor, promptly shall deliver or cause to be delivered to the Seller
all Mortgage Loan documents with respect to such Mortgage Loan, and each
document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed and assigned to the Seller in the same
manner such that the Seller shall be vested with legal and beneficial title to
such Mortgage Loan, in each case without recourse, including any property
acquired in respect of such Mortgage Loan or proceeds of any insurance policies
with respect thereto.

     SECTION 6. Closing. The closing of the sale of the Mortgage Loans shall be
held at the offices of Latham & Watkins, 885 Third Avenue, New York, NY 10022 at
9:00 a.m., New York time, on the Closing Date.

     The closing shall be subject to each of the following conditions:

     (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date (to the extent of
the standard, if any, set forth in each representation and warranty).

     (b) All Closing Documents specified in Section 7 of this Agreement, in such
forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

     (c) The Seller shall have delivered and released to the Purchaser or its
designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

     (d) The result of the examination and audit performed by the Purchaser and
its affiliates pursuant to Section 3 hereof shall be satisfactory to the
Purchaser and its affiliates in their sole determination and the parties shall
have agreed to the form and contents of the Seller's Information to be disclosed
in the Memorandum and the Prospectus Supplement.

     (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

     (f) The Seller shall have paid all fees and expenses payable by it to the
Purchaser pursuant to Section 8 hereof.

                                       19
<PAGE>

     (g) The Certificates to be so rated shall have been assigned ratings by
each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

     (h) No Underwriter shall have terminated the Underwriting Agreement and
none of the Initial Purchasers shall have terminated the Certificate Purchase
Agreement, and neither the Underwriters nor the Initial Purchasers shall have
suspended, delayed or otherwise cancelled the Closing Date.

     (i) The Seller shall have received the purchase price for the Mortgage
Loans pursuant to Section 1 hereof.

     (j) The Master Servicer and Principal Capital Management, LLC shall have
entered into a primary servicing agreement (such agreement, the "Primary
Servicing Agreement").

     Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

     SECTION 7. Closing Documents. The Closing Documents shall consist of the
following:

     (a) This Agreement duly executed by the Purchaser and the Seller.

     (b) A certificate of the Seller, executed by a duly authorized officer of
the Seller and dated the Closing Date, and upon which the Purchaser and its
successors and assigns may rely, to the effect that: (i) the representations and
warranties of the Seller in this Agreement are true and correct in all material
respects on and as of the Closing Date with the same force and effect as if made
on the Closing Date, provided that any representations and warranties made as of
a specified date shall be true and correct as of such specified date; and (ii)
the Seller has complied with all agreements and satisfied all conditions on its
part to be performed or satisfied on or prior to the Closing Date.

     (c) True, complete and correct copies of the Seller's articles of
organization and limited liability company operating agreements.

     (d) A certificate of existence for the Seller from the Secretary of State
of Delaware dated not earlier than 30 days prior to the Closing Date.

     (e) A certificate of the Secretary or Assistant Secretary of the Seller,
dated the Closing Date, and upon which the Purchaser may rely, to the effect
that each individual who, as an officer or representative of the Seller, signed
this Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein, was at the
respective times of such signing and delivery, and is as of the Closing Date,
duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures.

                                       20
<PAGE>

     (f) An opinion of counsel (which, other than as to the opinion described in
paragraph (vi) below, may be in-house counsel) to the Seller, dated the Closing
Date, substantially to the effect of the following (with such changes and
modifications as the Purchaser may approve and subject to such counsel's
reasonable qualifications):

     (i) The Seller is validly existing under Delaware law and has full
  power as a limited liability company and authority to enter into and
  perform its obligations under this Agreement.

     (ii) This Agreement has been duly authorized, executed and delivered
  by the Seller.

     (iii) No consent, approval, authorization or order of any federal
  court or governmental agency or body is required for the consummation by
  the Seller of the transactions contemplated by the terms of this Agreement
  except any approvals as have been obtained.

     (iv) Neither the execution, delivery or performance of this Agreement
  by the Seller, nor the consummation by the Seller of any of the
  transactions contemplated by the terms of this Agreement (A) conflicts with
  or results in a breach or violation of, or constitutes a default under, the
  organizational documents of the Seller, (B) to the knowledge of such
  counsel, constitutes a default under any term or provision of any material
  agreement, contract, instrument or indenture, to which the Seller is a
  party or by which it or any of its assets is bound or results in the
  creation or imposition of any lien, charge or encumbrance upon any of its
  property pursuant to the terms of any such indenture, mortgage, contract or
  other instrument, other than pursuant to this Agreement, or (C) conflicts
  with or results in a breach or violation of any law, rule, regulation,
  order, judgment, writ, injunction or decree of any court or governmental
  authority having jurisdiction over the Seller or its assets, except where
  in any of the instances contemplated by clauses (B) or (C) above, any
  conflict, breach or default, or creation or imposition of any lien, charge
  or encumbrance, will not have a material adverse effect on the consummation
  of the transactions contemplated hereby by the Seller or materially and
  adversely affect its ability to perform its obligations and duties
  hereunder or result in any material adverse change in the business,
  operations, financial condition, properties or assets of the Seller, or in
  any material impairment of the right or ability of the Seller to carry on
  its business substantially as now conducted.

     (v) To his or her knowledge, there are no legal or governmental
  actions, investigations or proceedings pending to which the Seller is a
  party, or threatened against the Seller, (a) asserting the invalidity of
  this Agreement or (b) which materially and adversely affect the performance
  by the Seller of its obligations under, or the validity or enforceability
  of, this Agreement.

     (vi) This Agreement is a valid, legal and binding agreement of the
  Seller, enforceable against the Seller in accordance with its terms, except
  as such enforcement may be limited by (1) laws relating to bankruptcy,
  insolvency, reorganization, receivership or moratorium, (2) other laws
  relating to or affecting the rights of creditors



                                       21
<PAGE>

     generally, (3) general equity principles (regardless of whether such
     enforcement is considered in a proceeding in equity or at law) or (4)
     public policy considerations underlying the securities laws, to the extent
     that such public policy considerations limit the enforceability of the
     provisions of this Agreement that purport to provide indemnification from
     liabilities under applicable securities laws.

     Such opinion may express its reliance as to factual matters on, among other
things specified in such opinion, the representations and warranties made by,
and on certificates or other documents furnished by officers of, the parties to
this Agreement.

     In rendering the opinions expressed above, such counsel may limit such
opinions to matters governed by the federal laws of the United States and the
corporate laws of the State of Delaware and the State of New York, as
applicable.

     (g) Such other opinions of counsel as any Rating Agency may request in
connection with the sale of the Mortgage Loans by the Seller to the Purchaser or
the Seller's execution and delivery of, or performance under, this Agreement.

     (h) A letter from Deloitte & Touche, certified public accountants, dated
the date hereof, to the effect that they have performed certain specified
procedures as a result of which they determined that certain information of an
accounting, financial or statistical nature set forth in the Memorandum and the
Prospectus Supplement agrees with the records of the Seller.

     (i) Such further certificates, opinions and documents as the Purchaser may
reasonably request.

     (j) An officer's certificate of the Purchaser, dated as of the Closing
Date, with the resolutions of the Purchaser authorizing the transactions
described herein attached thereto, together with certified copies of the
charter, by-laws and certificate of good standing of the Purchaser dated not
earlier than 30 days prior to the Closing Date.

     (k) Such other certificates of the Purchaser's officers or others and such
other documents to evidence fulfillment of the conditions set forth in this
Agreement as the Seller or its counsel may reasonably request.

     (l) An executed Bill of Sale in the form attached hereto as Exhibit 4.

     SECTION 8. Costs. The Seller shall pay the Purchaser the costs and expenses
as agreed upon by the Seller and the Purchaser in a separate Letter of
Understanding dated December 27, 2001.

     SECTION 9. Notices. All communications provided for or permitted hereunder
shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Dean
Witter Capital I Inc., 1585 Broadway, New York,



                                       22
<PAGE>

New York 10036, Attention: Cecilia Tarrant, with a copy to Morgan Stanley Dean
Witter Capital I Inc., 1585 Broadway, New York, New York 10036, Attention: Legal
Department (or such other address as may hereafter be furnished in writing by
the Purchaser), or (ii) if to the Seller, addressed to the Seller at Principal
Commercial Funding, LLC, 711 High Street, Des Moines, Iowa 50392-0001,
Attention: Patrick G. Halter (or to such other address as the Seller may
designate in writing) with copies to the attention of Karen A. Pearston, Esq.

     SECTION 10. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

     SECTION 11. Further Assurances. The Seller and the Purchaser each agree to
execute and deliver such instruments and take such actions as the other may,
from time to time, reasonably request in order to effectuate the purpose and to
carry out the terms of this Agreement and the Pooling and Servicing Agreement.

     SECTION 12. Survival. Each party hereto agrees that the representations,
warranties and agreements made by it herein and in any certificate or other
instrument delivered pursuant hereto shall be deemed to be relied upon by the
other party, notwithstanding any investigation heretofore or hereafter made by
the other party or on its behalf, and that the representations, warranties and
agreements made by such other party herein or in any such certificate or other
instrument shall survive the delivery of and payment for the Mortgage Loans and
shall continue in full force and effect, notwithstanding any restrictive or
qualified endorsement on the Mortgage Notes and notwithstanding subsequent
termination of this Agreement.

     SECTION 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

     SECTION 14. Benefits of Mortgage Loan Purchase Agreement. This Agreement
shall inure to the benefit of and shall be binding upon the Seller, the
Purchaser and their respective successors, legal representatives, and permitted
assigns, and nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any other person any legal or equitable right, remedy
or claim under or in respect of this Agreement, or any provisions



                                       23
<PAGE>

herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to effect the purposes
of the Pooling and Servicing Agreement and, upon such assignment, the Trustee
shall succeed to the rights and obligations hereunder of the Purchaser. No owner
of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.

     SECTION 15. Miscellaneous. This Agreement may be executed in two or more
counterparts, each of which when so executed and delivered shall be an original,
but all of which together shall constitute one and the same instrument. Neither
this Agreement nor any term hereof may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against whom enforcement of the change, waiver, discharge or termination is
sought. The headings in this Agreement are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof. The rights and
obligations of the Seller under this Agreement shall not be assigned by the
Seller without the prior written consent of the Purchaser, except that any
person into which the Seller may be merged or consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Seller is a
party, or any person succeeding to the entire business of the Seller shall be
the successor to the Seller hereunder.

     Section 16. Entire Agreement. This Agreement contains the entire agreement
and understanding between the parties hereto with respect to the subject matter
hereof (other than the Letter of Understanding, the Indemnification Agreement
and the Pooling and Servicing Agreement), and supersedes all prior and
contemporaneous agreements, understandings, inducements and conditions, express
or implied, oral or written, of any nature whatsoever with respect to the
subject matter hereof. The express terms hereof control and supersede any course
of performance or usage of the trade inconsistent with any of the terms hereof.



                                       24
<PAGE>



     IN WITNESS WHEREOF, the Purchaser and the Seller have caused this Agreement
to be executed by their respective duly authorized officers as of the date first
above written.

                                    PRINCIPAL COMMERCIAL FUNDING, LLC


                                    By: _______________________________________
                                    Name:
                                    Title:


                                    By:_______________________________________
                                    Name:
                                    Title:


                                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.


                                    By:_______________________________________
                                    Name:
                                    Title:





                                        4
<PAGE>



                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE













                                      1-1
<PAGE>


                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

                  1. Mortgage Loan Schedule. The information set forth in the
Mortgage Loan Schedule is complete, true and correct in all material respects as
of the date of this Agreement and as of the Cut-Off Date.

                  2. Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan
is a whole loan and not a participation interest in a mortgage loan. Immediately
prior to the transfer to the Purchaser of the Mortgage Loans, the Seller had
good title to, and was the sole owner of, each Mortgage Loan. The Seller has
full right, power and authority to transfer and assign each of the Mortgage
Loans to or at the direction of the Purchaser and has validly and effectively
conveyed (or caused to be conveyed) to the Purchaser or its designee all of the
Seller's legal and beneficial interest in and to the Mortgage Loans free and
clear of any and all pledges, liens, charges, security interests and/or other
encumbrances. The sale of the Mortgage Loans to the Purchaser or its designee
does not require the Seller to obtain any governmental or regulatory approval or
consent that has not been obtained.

                  3. Payment Record. No scheduled payment of principal and
interest under any Mortgage Loan was 30 days or more past due as of the Cut-Off
Date, and no Mortgage Loan was 30 days or more delinquent in the twelve-month
period immediately preceding the Cut-Off Date.

                  4. Lien; Valid Assignment. The Mortgage related to and
delivered in connection with each Mortgage Loan constitutes a valid and, subject
to the exceptions set forth in paragraph 13 below, enforceable first priority
lien upon the related Mortgaged Property, prior to all other liens and
encumbrances, except for (a) the lien for current real estate taxes and
assessments not yet due and payable, (b) covenants, conditions and restrictions,
rights of way, easements and other matters that are of public record and/or are
referred to in the related lender's title insurance policy, (c) exceptions and
exclusions specifically referred to in such lender's title insurance policy, (d)
other matters to which like properties are commonly subject, none of which
matters referred to in clauses (b), (c) or (d), individually or in the
aggregate, materially interferes with the security intended to be provided by
such Mortgage, the marketability or current use of the Mortgaged Property or the
current ability of the Mortgaged Property to generate operating income
sufficient to service the Mortgage Loan debt and (e) if such Mortgage Loan is
cross-collateralized with any other Mortgage Loan, the lien of the Mortgage for
such other Mortgage Loan (the foregoing items (a) through (e) being herein
referred to as the "Permitted Encumbrances"). The related assignment of such
Mortgage executed and delivered in favor of the Trustee is in recordable form
and constitutes a legal, valid and binding assignment, sufficient to convey to
the assignee named therein all of the assignor's right, title and interest in,
to and under such Mortgage. Such Mortgage, together with any separate security
agreements, chattel mortgages or equivalent instruments, establishes and creates
a valid and, subject to the exceptions set forth in paragraph 13 below,
enforceable security interest in favor of the holder thereof in all of the
related Mortgagor's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel


                                      2-1

<PAGE>


or an assisted living facility, the Mortgagor's personal property includes all
personal property that a prudent mortgage lender making a similar Mortgage Loan
would deem reasonably necessary to operate the related Mortgaged Property as it
is currently being operated. A Uniform Commercial Code financing statement has
been filed and/or recorded in all places necessary to perfect a valid security
interest in such personal property, to the extent a security interest may be so
created therein, and such security interest is a first priority security
interest, subject to any prior purchase money security interest in such personal
property and any personal property leases applicable to such personal property.
Notwithstanding the foregoing, no representation is made as to the perfection of
any security interest in rents or other personal property to the extent that
possession or control of such items or actions other than the filing of Uniform
Commercial Code financing statements are required in order to effect such
perfection.

                  5. Assignment of Leases and Rents. The Assignment of Leases
related to and delivered in connection with each Mortgage Loan establishes and
creates a valid, subsisting and, subject to the exceptions set forth in
paragraph 13 below, enforceable first priority lien and first priority security
interest in the related Mortgagor's interest in all leases, sub-leases, licenses
or other agreements pursuant to which any person is entitled to occupy, use or
possess all or any portion of the real property subject to the related Mortgage,
and each assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases.

                  6. Mortgage Status; Waivers and Modifications. No Mortgage has
been satisfied, cancelled, rescinded or subordinated in whole or in part, and
the related Mortgaged Property has not been released from the lien of such
Mortgage, in whole or in part (except for partial reconveyances of real property
that are set forth on Schedule A to Exhibit 2), nor has any instrument been
executed that would effect any such satisfaction, cancellation, subordination,
rescission or release, in any manner that, in each case, materially adversely
affects the value of the related Mortgaged Property. None of the terms of any
Mortgage Note, Mortgage or Assignment of Leases has been impaired, waived,
altered or modified in any respect, except by written instruments, all of which
are included in the related Mortgage File.

                  7. Condition of Property; Condemnation. (i) With respect to
the Mortgaged Properties securing the Mortgage Loans that were the subject of an
engineering report within 18 months prior to the Cut-Off Date as set forth on
Schedule A to this Exhibit 2, each Mortgaged Property is, to the Seller's
knowledge, free and clear of any damage (or adequate reserves therefor have been
established) that would materially and adversely affect its value as security
for the related Mortgage Loan, and (ii) with respect to the Mortgaged Properties
securing the Mortgage Loans that were not the subject of an engineering report
within 18 months prior to the Cut-Off Date as set forth on Schedule A to this
Exhibit 2, each Mortgaged Property is in good repair and condition and all
building systems contained therein are in good working order (or adequate
reserves therefor have been established) and each Mortgaged Property is free of
structural defects, in each case, that would materially and adversely affect its
value as security for the related Mortgage Loan as of the date hereof. The
Seller has received no notice of the commencement of any proceeding for the
condemnation of all or any material portion of any Mortgaged Property. To the
Seller's knowledge (based on surveys and/or title insurance


                                      2-2

<PAGE>


obtained in connection with the origination of the Mortgage Loans), as of the
date of the origination of each Mortgage Loan, all of the material improvements
on the related Mortgaged Property that were considered in determining the
appraised value of the Mortgaged Property lay wholly within the boundaries and
building restriction lines of such property, except for encroachments that are
insured against by the lender's title insurance policy referred to herein or
that do not materially and adversely affect the value or marketability of such
Mortgaged Property, and no improvements on adjoining properties materially
encroached upon such Mortgaged Property so as to materially and adversely affect
the value or marketability of such Mortgaged Property, except those
encroachments that are insured against by the Title Policy referred to herein.

                  8. Title Insurance. Each Mortgaged Property is covered by an
American Land Title Association (or an equivalent form of) lender's title
insurance policy or a marked-up title insurance commitment (on which the
required premium has been paid) which evidences such title insurance policy (the
"Title Policy") in the original principal amount of the related Mortgage Loan
after all advances of principal. Each Title Policy insures that the related
Mortgage is a valid first priority lien on such Mortgaged Property, subject only
to Permitted Encumbrances. Each Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) is in full force and effect, all premiums
thereon have been paid and no material claims have been made thereunder and no
claims have been paid thereunder. No holder of the related Mortgage has done, by
act or omission, anything that would materially impair the coverage under such
Title Policy. Immediately following the transfer and assignment of the related
Mortgage Loan to the Trustee, such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) will inure to the benefit of the Trustee
without the consent of or notice to the insurer. To the Seller's knowledge, the
insurer issuing such Title Policy is qualified to do business in the
jurisdiction in which the related Mortgaged Property is located.

                  9. No Holdbacks. The proceeds of each Mortgage Loan have been
fully disbursed and there is no obligation for future advances with respect
thereto. With respect to each Mortgage Loan, any and all requirements as to
completion of any on-site or off-site improvement and as to disbursements of any
funds escrowed for such purpose that were to have been complied with on or
before the Closing Date have been complied with, or any such funds so escrowed
have not been released.

                  10. Mortgage Provisions. The Mortgage Note or Mortgage for
each Mortgage Loan, together with applicable state law, contains customary and
enforceable provisions (subject to the exceptions set forth in paragraph 13)
such as to render the rights and remedies of the holder thereof adequate for the
practical realization against the related Mortgaged Property of the principal
benefits of the security intended to be provided thereby.

                  11. Trustee under Deed of Trust. If any Mortgage is a deed of
trust, (1) a trustee, duly qualified under applicable law to serve as such, is
properly designated and serving under such Mortgage, and (2) no fees or expenses
are payable to such trustee by the Seller, the Purchaser or any transferee
thereof except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.


                                      2-3

<PAGE>


                  12. Environmental Conditions.
                      ------------------------

                  (i)   With respect to the Mortgaged Properties securing the
                        Mortgage Loans that were the subject of an environmental
                        site assessment within 18 months prior to the Cut-Off
                        Date as set forth on Schedule A to this Exhibit 2, an
                        environmental site assessment, or an update of a
                        previous such report, was performed with respect to each
                        Mortgaged Property in connection with the origination or
                        the sale of the related Mortgage Loan, a report of each
                        such assessment (or the most recent assessment with
                        respect to each Mortgaged Property) (an "Environmental
                        Report") has been delivered to the Purchaser, and the
                        Seller has no knowledge of any material and adverse
                        environmental condition or circumstance affecting any
                        Mortgaged Property that was not disclosed in such
                        report. Each Mortgage requires the related Mortgagor to
                        comply with all applicable federal, state and local
                        environmental laws and regulations. Where such
                        assessment disclosed the existence of a material and
                        adverse environmental condition or circumstance
                        affecting any Mortgaged Property, (i) a party not
                        related to the Mortgagor was identified as the
                        responsible party for such condition or circumstance or
                        (ii) environmental insurance covering such condition was
                        obtained or must be maintained until the condition is
                        remediated or (iii) the related Mortgagor was required
                        either to provide additional security that was deemed to
                        be sufficient by the originator in light of the
                        circumstances and/or to establish an operations and
                        maintenance plan. In the case of each Mortgage Loan set
                        forth on Schedule A to this Exhibit 2, (i) such Mortgage
                        Loan is the subject of a Secured Creditor Impaired
                        Property Policy, issued by the issuer set forth on
                        Schedule A (the "Policy Issuer") and effective as of the
                        date thereof (the "Environmental Insurance Policy"),
                        (ii) the Environmental Insurance Policy is in full force
                        and effect, (iii)(a) a property condition or engineering
                        report was prepared with respect to lead based paint
                        ("LBP"), asbestos containing materials ("ACM") and radon
                        gas ("RG") at each related Mortgaged Property and (b) if
                        such report disclosed the existence of a material and
                        adverse LBP, ACM or RG environmental condition or
                        circumstance affecting the related Mortgaged Property,
                        the related Mortgagor (A) was required to remediate the
                        identified condition prior to closing the Mortgage Loan
                        or provide additional security, or establish with the
                        lender a reserve from loan proceeds, in an amount deemed
                        to be sufficient by the Seller for the remediation of
                        the problem and/or (B) agreed in the Mortgage Loan
                        documents to establish an operations and maintenance
                        plan after the closing of the Mortgage Loan, (iv) on the
                        effective date of the Environmental Insurance Policy,
                        Seller as originator had no knowledge of any material
                        and adverse environmental condition or circumstance
                        affecting the Mortgaged Property (other than the
                        existence of LBP, ACM or RG) that was not disclosed to
                        the Policy Issuer in one or more of the following: (a)
                        the application for insurance, (b) a borrower
                        questionnaire


                                      2-4

<PAGE>


                        that was provided to the Policy Issuer or (c) an
                        engineering or other report provided to the Policy
                        Issuer and (v) the premium of any Environmental
                        Insurance Policy has been paid through the maturity of
                        the policy's term and the term of such policy extends at
                        least five years beyond the maturity of the Mortgage
                        Loan.

                  (ii)  With respect to the Mortgaged Properties securing the
                        Mortgage Loans that were not the subject of an
                        environmental site assessment within 18 months prior to
                        the Cut-Off Date as set forth on Schedule A to this
                        Exhibit 2, (i) no Hazardous Material is present on such
                        Mortgaged Property such that (1) the value of such
                        Mortgaged Property is materially and adversely affected
                        or (2) under applicable federal, state or local law, (a)
                        such Hazardous Material could be required to be
                        eliminated at a cost materially and adversely affecting
                        the value of the Mortgaged Property before such
                        Mortgaged Property could be altered, renovated,
                        demolished or transferred or (b) the presence of such
                        Hazardous Material could (upon action by the appropriate
                        governmental authorities) subject the owner of such
                        Mortgaged Property, or the holders of a security
                        interest therein, to liability for the cost of
                        eliminating such Hazardous Material or the hazard
                        created thereby at a cost materially and adversely
                        affecting the value of the Mortgaged Property, and (ii)
                        such Mortgaged Property is in material compliance with
                        all applicable federal, state and local laws pertaining
                        to Hazardous Materials or environmental hazards, any
                        noncompliance with such laws does not have a material
                        adverse effect on the value of such Mortgaged Property
                        and neither Seller nor, to Seller's knowledge, the
                        related Mortgagor or any current tenant thereon, has
                        received any notice of violation or potential violation
                        of any such law.

                        "Hazardous Materials" means gasoline, petroleum
                        products, explosives, radioactive materials,
                        polychlorinated biphenyls or related or similar
                        materials, and any other substance or material as may be
                        defined as a hazardous or toxic substance by any
                        federal, state or local environmental law, ordinance,
                        rule, regulation or order, including without limitation,
                        the Comprehensive Environmental Response, Compensation
                        and Liability Act of 1980, as amended (42
                        U.S.C.ss.ss.9601 et seq.), the Hazardous Materials
                        Transportation Act as amended (42 U.S.C.ss.ss.6901 et
                        seq.), the Federal Water Pollution Control Act as
                        amended (33 U.S.C.ss.ss.1251 et seq.), the Clean Air Act
                        (42 U.S.C.ss.ss.1251 et seq.) and any regulations
                        promulgated pursuant thereto.

                  13. Loan Document Status. Each Mortgage Note, Mortgage and
other agreement that evidences or secures such Mortgage Loan and was executed by
or on behalf of the related Mortgagor is the legal, valid and binding obligation
of the maker thereof (subject to any non-recourse provisions contained in any of
the foregoing agreements and any applicable state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally, and by general


                                      2-5

<PAGE>


principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law) and there is no valid defense, counterclaim or
right of offset or rescission available to the related Mortgagor with respect to
such Mortgage Note, Mortgage or other agreement.

                  14. Insurance. Each Mortgaged Property is, and is required
pursuant to the related Mortgage, to be insured by (a) a fire and extended
perils insurance policy providing coverage against loss or damage sustained by
reason of fire, lightning, windstorm, hail, explosion, riot, riot attending a
strike, civil commotion, aircraft, vehicles and smoke, and, to the extent
required as of the date of origination by the originator of such Mortgage Loan
consistent with its normal commercial mortgage lending practices, against other
risks insured against by persons operating like properties in the locality of
the Mortgaged Property in an amount not less than the lesser of the principal
balance of the related Mortgage Loan and the replacement cost of the Mortgaged
Property, and contains no provisions for a deduction for depreciation, and not
less than the amount necessary to avoid the operation of any co-insurance
provisions with respect to the Mortgaged Property; (b) a business interruption
or rental loss insurance policy, in an amount at least equal to six months of
operations of the Mortgaged Property; (c) a flood insurance policy (if any
portion of buildings or other structures on the Mortgaged Property are located
in an area identified by the Federal Emergency Management Agency as having
special flood hazards and the Federal Emergency Management Agency requires flood
insurance to be maintained); and (d) a comprehensive general liability insurance
policy in amounts as are generally required by commercial mortgage lenders, and
in any event not less than $1 million per occurrence. Such insurance policy
contains a standard mortgagee clause that names the mortgagee as an additional
insured in the case of liability insurance policies and as a loss payee in the
case of property insurance policies and requires prior notice to the holder of
the Mortgage of termination or cancellation. No such notice has been received,
including any notice of nonpayment of premiums, that has not been cured. Each
Mortgage obligates the related Mortgagor to maintain all such insurance and,
upon such Mortgagor's failure to do so, authorizes the holder of the Mortgage to
maintain such insurance at the Mortgagor's cost and expense and to seek
reimbursement therefor from such Mortgagor. Each Mortgage provides that casualty
insurance proceeds will be applied (a) to the restoration or repair of the
related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Mortgagor, or (c) to the reduction of the principal
amount of the Mortgage Loan.

                  15. Taxes and Assessments. As of the Closing Date, there are
no delinquent or unpaid taxes, assessments (including assessments payable in
future installments) or other outstanding charges affecting any Mortgaged
Property that are or may become a lien of priority equal to or higher than the
lien of the related Mortgage. For purposes of this representation and warranty,
real property taxes and assessments shall not be considered unpaid until the
date on which interest or penalties would be first payable thereon.

                  16. Mortgagor Bankruptcy. No Mortgagor is, to the Seller's
knowledge, a debtor in any state or federal bankruptcy or insolvency proceeding.

                  17. Leasehold Estate. Each Mortgaged Property consists of a
fee simple estate in real estate or, if the related Mortgage Loan is secured in
whole or in part by the interest of a


                                      2-6

<PAGE>


Mortgagor as a lessee under a ground lease of a Mortgaged Property (a "Ground
Lease"), by the related Mortgagor's interest in the Ground Lease but not by the
related fee interest in such Mortgaged Property (the "Fee Interest"), and as to
such Ground Leases:

                  (i)   Such Ground Lease or a memorandum thereof has been or
                        will be duly recorded; such Ground Lease (or the related
                        estoppel letter or lender protection agreement between
                        the Seller and related lessor) does not prohibit the
                        current use of the Mortgaged Property and does not
                        prohibit the interest of the lessee thereunder to be
                        encumbered by the related Mortgage; and there has been
                        no material change in the payment terms of such Ground
                        Lease since the origination of the related Mortgage
                        Loan, with the exception of material changes reflected
                        in written instruments that are a part of the related
                        Mortgage File;

                  (ii)  The lessee's interest in such Ground Lease is not
                        subject to any liens or encumbrances superior to, or of
                        equal priority with, the related Mortgage, other than
                        Permitted Encumbrances;

                  (iii) The Mortgagor's interest in such Ground Lease is
                        assignable to the Purchaser and its successors and
                        assigns upon notice to, but without the consent of, the
                        lessor thereunder (or, if such consent is required, it
                        has been obtained prior to the Closing Date) and, in the
                        event that it is so assigned, is further assignable by
                        the Purchaser and its successors and assigns upon notice
                        to, but without the need to obtain the consent of, such
                        lessor or if such lessor's consent is required it cannot
                        be unreasonably withheld;

                  (iv)  Such Ground Lease is in full force and effect, and the
                        Ground Lease provides that no material amendment to such
                        Ground Lease is binding on a mortgagee unless the
                        mortgagee has consented thereto, and the Seller has
                        received no notice that an event of default has occurred
                        thereunder, and, to the Seller's knowledge, there exists
                        no condition that, but for the passage of time or the
                        giving of notice, or both, would result in an event of
                        default under the terms of such Ground Lease;

                  (v)   Such Ground Lease, or an estoppel letter or other
                        agreement, (A) requires the lessor under such Ground
                        Lease to give notice of any default by the lessee to the
                        holder of the Mortgage; and (B) provides that no notice
                        of termination given under such Ground Lease is
                        effective against the holder of the Mortgage unless a
                        copy of such notice has been delivered to such holder
                        and the lessor has offered or is required to enter into
                        a new lease with such holder on terms that do not
                        materially vary from the economic terms of the Ground
                        Lease.

                  (vi)  A mortgagee is permitted a reasonable opportunity
                        (including, where necessary, sufficient time to gain
                        possession of the interest of the lessee under such
                        Ground Lease) to cure any default under such Ground
                        Lease,


                                      2-7

<PAGE>


                        which is curable after the receipt of notice of any
                        such default, before the lessor thereunder may
                        terminate such Ground Lease;

                  (vii) Such Ground Lease has an original term (including any
                        extension options set forth therein) which extends not
                        less than twenty years beyond the Stated Maturity Date
                        of the related Mortgage Loan;

                  (viii) Under the terms of such Ground Lease and the related
                        Mortgage, taken together, any related insurance proceeds
                        or condemnation award awarded to the holder of the
                        ground lease interest will be applied either (A) to the
                        repair or restoration of all or part of the related
                        Mortgaged Property, with the mortgagee or a trustee
                        appointed by the related Mortgage having the right to
                        hold and disburse such proceeds as the repair or
                        restoration progresses (except in such cases where a
                        provision entitling a third party to hold and disburse
                        such proceeds would not be viewed as commercially
                        unreasonable by a prudent commercial mortgage lender),
                        or (B) to the payment of the outstanding principal
                        balance of the Mortgage Loan together with any accrued
                        interest thereon; and

                  (ix)  Such Ground Lease does not impose any restrictions on
                        subletting which would be viewed as commercially
                        unreasonable by prudent commercial mortgage lenders
                        lending on a similar Mortgaged Property in the lending
                        area where the Mortgaged Property is located; and such
                        Ground Lease contains a covenant that the lessor
                        thereunder is not permitted, in the absence of an
                        uncured default, to disturb the possession, interest or
                        quiet enjoyment of the lessee thereunder for any reason,
                        or in any manner, which would materially adversely
                        affect the security provided by the related Mortgage.

                  (x)   Such Ground Lease requires the Lessor to enter into a
                        new lease upon termination of such Ground Lease if the
                        Ground Lease is rejected in a bankruptcy proceeding.

                  18. Escrow Deposits. All escrow deposits and payments relating
to each Mortgage Loan that are, as of the Closing Date, required to be deposited
or paid have been so deposited or paid.

                  19. LTV Ratio. The gross proceeds of each Mortgage Loan to the
related Mortgagor at origination did not exceed the non-contingent principal
amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an
interest in real property having a fair market value (i) at the date the
Mortgage Loan was originated, at least equal to 80 percent of the original
principal balance of the Mortgage Loan or (ii) at the Closing Date, at least
equal to 80 percent of the principal balance of the Mortgage Loan on such date;
provided that for purposes hereof, the fair market value of the real property
interest must first be reduced by (x) the amount of any lien on the real
property interest that is senior to the Mortgage Loan and (y) a proportionate
amount of any lien that is in parity with the Mortgage Loan (unless such other
lien secures a Mortgage Loan that is cross-collateralized with such Mortgage
Loan, in which event


                                      2-8

<PAGE>


the computation described in clauses (a)(i) and (a)(ii) of this paragraph 19
shall be made on a pro rata basis in accordance with the fair market values of
the Mortgaged Properties securing such cross-collateralized Mortgage Loans); or
(b) substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property that served as the only real property
security for such Mortgage Loan (other than a recourse feature or other third
party credit enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)).

                  20. Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

                  21. Advancement of Funds by the Seller. No holder of a
Mortgage Loan has advanced funds or induced, solicited or knowingly received any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required by such
Mortgage Loan.

                  22. No Mechanics' Liens. Each Mortgaged Property is free and
clear of any and all mechanics' and materialmen's liens that are prior or equal
to the lien of the related Mortgage, and no rights are outstanding that under
law could give rise to any such lien that would be prior or equal to the lien of
the related Mortgage except, in each case, for liens insured against by the
Title Policy referred to herein.

                  23. Compliance with Usury Laws. Each Mortgage Loan complied
with all applicable usury laws in effect at its date of origination.

                  24. Cross-collateralization. No Mortgage Loan is
cross-collateralized or cross-defaulted with any loan other than one or more
other Mortgage Loans.

                  25. Releases of Mortgaged Property. Except as described in the
next sentence, no Mortgage Note or Mortgage requires the mortgagee to release
all or any material portion of the related Mortgaged Property that was included
in the appraisal for such Mortgaged Property, and/or generates income from the
lien of the related Mortgage except upon payment in full of all amounts due
under the related Mortgage Loan or in connection with the defeasance provisions
of the related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule A hereto require the mortgagee to grant releases of
portions of the related Mortgaged Properties upon (a) the satisfaction of
certain legal and underwriting requirements and/or (b) the payment of a release
price and prepayment consideration in connection therewith. Except as described
in the first sentence hereof and for those Mortgage Loans identified on Schedule
A, no Mortgage Loan permits the full or partial release or substitution of
collateral unless the mortgagee or servicer can require the Borrower to provide
an opinion of tax counsel to the effect that such release or substitution of
collateral (a) would not constitute a "significant modification" of such
Mortgage Loan within the meaning of Treas. Reg. ss.1.1001-3 and (b)


                                      2-9

<PAGE>


would not cause such Mortgage Loan to fail to be a "qualified mortgage" within
the meaning of Section 860G(a)(3)(A) of the Code.

                  26. No Equity Participation or Contingent Interest. No
Mortgage Loan contains any equity participation by the lender or provides for
negative amortization (except that the ARD Loan may provide for the accrual of
interest at an increased rate after the Anticipated Repayment Date) or for any
contingent or additional interest in the form of participation in the cash flow
of the related Mortgaged Property.

                  27. No Material Default. To the Seller's knowledge, there
exists no material default, breach, violation or event of acceleration (and no
event which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller in any of paragraphs 3, 7, 12,
14, 15, 16 and 17 of this Exhibit 2.

                  28. Inspections. The Seller (or if the Seller is not the
originator, the originator of the Mortgage Loan) has inspected or caused to be
inspected each Mortgaged Property in connection with the origination of the
related Mortgage Loan.

                  29. Local Law Compliance. Based on due diligence considered
reasonable by prudent commercial mortgage lenders in the lending area where the
Mortgaged Property is located, the improvements located on or forming part of
each Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.

                  30. Junior Liens. None of the Mortgage Loans permits the
related Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien junior to the lien of the related Mortgage.

                  31. Actions Concerning Mortgage Loans. To the knowledge of the
Seller, there are no actions, suits or proceedings before any court,
administrative agency or arbitrator concerning any Mortgage Loan, Mortgagor or
related Mortgaged Property that might adversely affect title to the Mortgaged
Property or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.


                                      2-10

<PAGE>


                  32. Servicing. The servicing and collection practices used by
the Seller or any prior holder or servicer of each Mortgage Loan have been in
all material respects legal, proper and prudent and have met customary industry
standards.

                  33. Licenses and Permits. To the Seller's knowledge, based on
due diligence that it customarily performs in the origination of comparable
mortgage loans, as of the date of origination of each Mortgage Loan or as of the
date of the sale of the related Mortgage Loan by the Seller hereunder, the
related Mortgagor was in possession of all material licenses, permits and
franchises required by applicable law for the ownership and operation of the
related Mortgaged Property as it was then operated.

                  34. Assisted Living Facility Regulation. If the Mortgaged
Property is operated as an assisted living facility, to the Seller's knowledge
(a) the related Mortgagor is in compliance in all material respects with all
federal and state laws applicable to the use and operation of the related
Mortgaged Property and (b) if the operator of the Mortgaged Property
participates in Medicare or Medicaid programs, the facility is in compliance in
all material respects with the requirements for participation in such programs.

                  35. Collateral in Trust. The Mortgage Note for each Mortgage
Loan is not secured by a pledge of any collateral that has not been assigned to
the Purchaser.

                  36. Due on Sale. Each Mortgage Loan contains a "due on sale"
clause, which provides for the acceleration of the payment of the unpaid
principal balance of the Mortgage Loan if, without prior written consent of the
holder of the Mortgage, the property subject to the Mortgage or any material
portion thereof, or a controlling interest in the related Mortgagor, is
transferred, sold or encumbered by a junior mortgage or deed of trust; provided,
however, that certain Mortgage Loans provide a mechanism for the assumption of
the loan by a third party upon the Mortgagor's satisfaction of certain
conditions precedent, and upon payment of a transfer fee, if any, or transfer of
interests in the Mortgagor or constituent entities of the Mortgagor to a third
party or parties related to the Mortgagor upon the Mortgagor's satisfaction of
certain conditions precedent.

                  37. Single Purpose Entity. The Mortgagor on each Mortgage Loan
with a Cut-Off Date Principal Balance in excess of $10 million, was, as of the
origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a
"Single Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one or more of the
Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging
in any business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any assets other than those related to its interest in and operation of
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person, and that it holds itself out as a legal entity, separate
and apart from any other person.


                                      2-11

<PAGE>


                  38. Non-Recourse Exceptions. The Mortgage Loan documents for
each Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Mortgagor, provided that at least one natural person
(and the Mortgagor if the Mortgagor is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.

                  39. Defeasance and Assumption Costs. The related Mortgage Loan
Documents provide that the related borrower is responsible for the payment of
all reasonable costs and expenses of Lender incurred in connection with the
defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and the borrower is required to pay all reasonable costs and expenses
of Lender associated with the approval of an assumption of such Mortgage Loan.

                  40. Defeasance. No Mortgage Loan provides that it can be
defeased prior to the date that is two years after the Closing Date.

                  41. Prepayment Premiums. As of the applicable date of
origination of each such Mortgage Loan, any prepayment premiums and yield
maintenance charges payable under the terms of the Mortgage Loans, in respect of
voluntary prepayments, constituted customary prepayment premiums and yield
maintenance charges for commercial mortgage loans.

                  42. Substitution Costs. The related Mortgage Loan Documents
provide that the related borrower is responsible for the payment of all
reasonable costs and expenses of the Lender incurred in connection with the
substitution of the Mortgaged Property.

                                      2-12

<PAGE>



                                   Schedule A

                  Exceptions to Representations and Warranties




<PAGE>



                                   Schedule B

    List of Mortgagors that are Third-Party Beneficiaries Under Section 5(b)



<PAGE>


                                    EXHIBIT 3

                               PRICING FORMULATION

<TABLE>
<CAPTION>
<S>                                                                                       <C>
--------------------------------------------------------------------------------------------------------------
Principal Purchase Price                                                                       225,460,772.52
--------------------------------------------------------------------------------------------------------------
Accrued Interest                                                                                   293,823.53
--------------------------------------------------------------------------------------------------------------
</TABLE>





                                      3-1


<PAGE>


                                    EXHIBIT 4

                                  BILL OF SALE

                  1.    Parties. The parties to this Bill of Sale are the
                        following:

                        Seller:       Principal Commercial Funding, LLC
                        Purchaser:    Morgan Stanley Dean Witter Capital I Inc.

                  2.    Sale. For value received, the Seller hereby conveys to
the Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of December 19, 2001 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

                  (a)   All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto payable after the Cut-Off
            Date, all substitute or replacement Mortgage Loans and all
            distributions with respect thereto, and the Mortgage Files;

                  (b)   All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property, and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (a) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (c)   All cash and non-cash proceeds of the collateral
            described in clauses (a) and (b) above.

                  3.    Purchase Price. The amount and other consideration set
forth on Exhibit 3 to the Mortgage Loan Purchase Agreement.

                  4.    Definitions. Terms used but not defined herein shall
have the meanings assigned to them in the Mortgage Loan Purchase Agreement.


                                      4-1


<PAGE>



                  IN WITNESS WHEREOF, each of the parties hereto has caused this
Bill of Sale to be duly executed and delivered on this 19th day of December,
2001.


SELLER:                                PRINCIPAL COMMERCIAL FUNDING, LLC



                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:

                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:




PURCHASER:                             MORGAN STANLEY DEAN WITTER CAPITAL I INC.



                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:



                                      4-2

<PAGE>


                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY



                                      5-1

<PAGE>



                                   EXHIBIT K-4

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT IV


<PAGE>

                        MORTGAGE LOAN PURCHASE AGREEMENT
                              (BEAR STEARNS LOANS)

                  Mortgage Loan Purchase Agreement ("Agreement"), dated as of
December 19, 2001, between Bear Stearns Funding, Inc. (the "Seller"), and Morgan
Stanley Dean Witter Capital I Inc. (the "Purchaser").

                  The Seller agrees to sell and the Purchaser agrees to purchase
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), to be dated as of December 1, 2001, between the
Purchaser, as depositor, Wells Fargo Bank, National Association, as master
servicer (the "Master Servicer"), GMAC Commercial Mortgage Corporation, as
special servicer (the "Special Servicer"), LaSalle Bank National Association, as
trustee (the "Trustee"), Wells Fargo Bank Minnesota, National Association, as
paying agent and certificate registrar and ABN AMRO Bank N.V., as fiscal agent
(the "Fiscal Agent"). In exchange for the Mortgage Loans and certain other
mortgage loans to be purchased by the Purchaser (collectively the "Other
Mortgage Loans"), the Trust will issue to the Depositor pass-through
certificates to be known as Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001-TOP5 (the
"Certificates"). The Certificates will be issued pursuant to the Pooling and
Servicing Agreement.

                  Capitalized terms used herein but not defined herein shall
have the meanings assigned to them in the Pooling and Servicing Agreement.

                  The Class A-1, Class A-2, Class A-3, Class A-4, Class B and
Class C Certificates (the "Public Certificates") will be sold by the Purchaser
to Morgan Stanley & Co. Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs &
Co. and Wells Fargo Brokerage Services, LLC (the "Underwriters"), pursuant to an
Underwriting Agreement, between the Purchaser and the Underwriters, dated
December 19, 2001 (the "Underwriting Agreement"), and the Class X-1, Class X-2,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class R-I, Class R-II and Class R-III Certificates (the "Private
Certificates") will be sold by the Purchaser to Morgan Stanley & Co.
Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs & Co. and Wells Fargo
Brokerage Services, LLC (the "Initial Purchasers") pursuant to a Certificate
Purchase Agreement, between the Purchaser and the Initial Purchasers, dated
December 19, 2001 (the "Certificate Purchase Agreement"). The Underwriters will
offer the Public Certificates for sale publicly pursuant to a Prospectus dated
October 9, 2001, as supplemented by a Prospectus Supplement dated December 19,
2001 (together, the "Prospectus Supplement"), and the Initial Purchasers will
offer the Private Certificates for sale in transactions exempt from the
registration requirements of the Securities Act of 1933 pursuant to a Private
Placement Memorandum dated December 19, 2001 (the "Memorandum").

                  In consideration of the mutual agreements contained herein,
the Seller and the Purchaser hereby agree as follows:

                  SECTION 1. Agreement to Purchase. The Seller agrees to sell,
and the Purchaser agrees to purchase, on a servicing released basis, the
Mortgage Loans identified on the


<PAGE>


schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such
schedule may be amended to reflect the actual Mortgage Loans accepted by the
Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the
Mortgage Loans is December 1, 2001. The Mortgage Loans will have an aggregate
principal balance as of the close of business on the Cut-Off Date, after giving
effect to any payments due on or before such date, whether or not received, of
$138,424,057. The sale of the Mortgage Loans shall take place on December 27,
2001 or such other date as shall be mutually acceptable to the parties hereto
(the "Closing Date"). The purchase price to be paid by the Purchaser for the
Mortgage Loans shall equal the amount set forth as such purchase price on
Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire
transfer in immediately available funds on the Closing Date.

                  On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 14), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 14).

                  SECTION 2. Conveyance of Mortgage Loans. Effective as of the
Closing Date, subject only to receipt of the consideration referred to in
Section 1 hereof and the satisfaction of the conditions specified in Sections 6
and 7 hereof, the Seller does hereby transfer, assign, set over and otherwise
convey to the Purchaser, without recourse, all the right, title and interest of
the Seller in and to the Mortgage Loans identified on the Mortgage Loan Schedule
as of the Closing Date. The Mortgage Loan Schedule, as it may be amended from
time to time on or prior to the Closing Date, shall conform to the requirements
of this Agreement and the Pooling and Servicing Agreement. In connection with
such transfer and assignment, the Seller shall deliver to or on behalf of the
Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for each Mortgage Loan and on
or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 5 in favor of
the Trustee 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 Pooling and Servicing Agreement and any
intervening assignments with evidence of recording thereon that are required to
be included in the Mortgage Files (so long as original counterparts have
previously been delivered to the Trustee). The Seller agrees to reasonably
cooperate with the Trustee and the Special Servicer in connection with any
additional powers of attorney or revisions thereto that are requested by such
parties for purposes of such recordation. The parties hereto agree that no such
power of attorney shall be used with respect to any Mortgage Loan by or under
authorization by any party hereto except to the extent that the absence of a
document described in the second preceding sentence with respect to such
Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180
days following the delivery of notice of such absence to the Seller, but in no
event earlier than 18 months from the Closing Date, and (ii) the date (if any)
on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Trustee shall submit such documents, at the Seller's expense, after the periods
set forth above, provided, however, the Trustee shall not submit such
assignments for recording if the Seller produces evidence that it has sent any
such assignment for recording and certifies that the Seller is awaiting its
return from the applicable recording office. In addition, not later than the
30th day following the Closing Date, the Seller shall deliver to or on behalf of

                                       2

<PAGE>


the Trustee each of the remaining documents or instruments specified below (with
such exceptions as are permitted by this Section) with respect to each Mortgage
Loan (each, a "Mortgage File"). (The Seller acknowledges that the term "without
recourse" does not modify the duties of the Seller under Section 5 hereof.)

                  All Mortgage Files, or portions thereof, delivered prior to
the Closing Date are to be held by or on behalf of the Trustee in escrow on
behalf of the Seller at all times prior to the Closing Date. The Mortgage Files
shall be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

                  (a)  The original Mortgage Note bearing all intervening
endorsements, 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 2001-TOP5, 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;

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

                  (c)  The originals of all agreements modifying a Money Term or
other material modification, consolidation and extension agreements, if any,
with evidence of recording thereon, or if any such original modification,
consolidation or extension agreement has been delivered to the appropriate
recording office for recordation and either has not yet been returned on or
prior to the 45th day following the Closing Date with evidence of recordation
thereon or has been lost after recordation, a true copy of such modification,
consolidation or extension certified by the Seller together with (i) in the case
of a delay caused by the public recording office, an Officer's Certificate of
the Seller stating that such original modification, consolidation or extension
agreement has been dispatched or sent to the appropriate public recording
official for recordation or (ii) in the case of an original modification,
consolidation or extension agreement that has been lost after recordation, a
certification by the appropriate county recording office where such document is
recorded that such copy is a true and complete copy of the original recorded
modification, consolidation or extension agreement, and the originals of all
assumption agreements, if any;



                                       3
<PAGE>


                  (d)  An original Assignment of Mortgage for each Mortgage
Loan, in form and substance acceptable for recording, 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 2001-TOP5";

                  (e)  Originals of all intervening assignments of Mortgage, if
any, with evidence of recording thereon or, if such original assignments of
Mortgage have been delivered to the appropriate recorder's office for
recordation, certified true copies of such assignments of Mortgage certified by
the Seller, or in the case of an original blanket intervening assignment of
Mortgage retained by the Seller, a copy thereof certified by the Seller or, if
any original intervening assignment of Mortgage has not yet been returned on or
prior to the 45th day following the Closing Date from the applicable recording
office or has been lost, a true and correct copy thereof, together with (i) in
the case of a delay caused by the public recording office, an Officer's
Certificate of the Seller stating that such original intervening assignment of
Mortgage has been sent to the appropriate public recording official for
recordation or (ii) in the case of an original intervening Assignment of
Mortgage that has been lost after recordation, a certification by the
appropriate county recording office where such assignment is recorded that such
copy is a true and complete copy of the original recorded intervening Assignment
of Mortgage;

                  (f)  If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment of Leases has not been returned on or prior to
the 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 (i) an original of each assignment of such Assignment of Leases
with evidence of recording thereon and showing a complete recorded chain of
assignment from the named assignee to the holder of record, and if any such
assignment of such Assignment of Leases has not been returned from the
applicable public recording office, a copy of such assignment certified by the
Seller to be a true and complete copy of the original assignment submitted for
recording, and (ii) an original assignment of such Assignment of Leases, in
recordable form, signed by the holder of record in favor of "LaSalle Bank
National Association, as Trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001-TOP5," which
assignment may be effected in the related Assignment of Mortgage;

                  (g)  The original of each guaranty, if any, constituting
additional security for the repayment of such Mortgage Loan;

                  (h)  The original Title Insurance Policy, or in the event such
original Title Insurance Policy has not been issued, an original binder 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;

                  (i)  (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;



                                       4
<PAGE>


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

                  (k)  Copies of any loan agreements, lock-box agreements and
intercreditor agreements (including, without limitation, the Intercreditor
Agreement) (and a copy (that is, not an original) of the mortgage note
evidencing the related B Note), if any, related to any Mortgage Loan;

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

                  (n)  Third-party management agreements for hotels and mortgage
properties securing Mortgage Loans with a Cut-Off Date principal balance equal
to or greater than $20,000,000;

                  (o)  Any Environmental Insurance Policy; and

                  (p)  Any affidavit and indemnification agreement.

                  The original of each letter of credit referred to in clause
(l) above shall be delivered to the Primary Servicer, the Master Servicer or the
Trustee (as the case may be) within



                                       5
<PAGE>


45 days of the Closing Date. In addition, a copy of any ground lease shall be
delivered to the Primary Servicer within 30 days of the Closing Date. Any
failure to deliver any ground lease shall constitute a document defect.

                  "Officer's Certificate" shall mean a certificate signed by one
or more of the Chairman of the Board, any Vice Chairman, the President, any
Senior Vice President, any Vice President, any Assistant Vice President, any
Treasurer or any Assistant Treasurer.

                  The Assignments of Mortgage and assignment of Assignment of
Leases referred to in clauses (d), (e) and (f) may be in the form of a single
instrument assigning the Mortgage and the Assignment of Leases to the extent
permitted by applicable law. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the
mortgages) and assignments of UCC financing statements, the Seller shall
execute, in accordance with the third succeeding paragraph, the assignments of
mortgages, the assignments of leases (to the extent separate from the mortgages)
and the assignments of UCC financing statements relating to the Mortgage Loans
naming the Trustee on behalf of the Certificateholders as assignee.
Notwithstanding the fact that such assignments of mortgages, assignments of
leases (to the extent separate from the assignments of mortgages) and
assignments of UCC financing statements shall name the Trustee on behalf of the
Certificateholders as the assignee, the parties hereto acknowledge and agree
that the Mortgage Loans shall for all purposes be deemed to have been
transferred from the Seller to the Purchaser and from the Purchaser to the
Trustee on behalf of the Certificateholders.

                  If the Seller cannot deliver, or cause to be delivered, as to
any Mortgage Loan, any of the documents and/or instruments referred to in
clauses (b), (c), (e) or (f), with evidence of recording thereon, solely because
of a delay caused by the public recording office where such document or
instrument has been delivered for recordation within such 45 day period, but the
Seller delivers a photocopy thereof (certified by the appropriate county
recorder's office to be a true and complete copy of the original thereof
submitted for recording), to the Trustee within such 45 day period, the Seller
shall then deliver within 90 days after the Closing Date the recorded document
(or within such longer period after the Closing Date as the Trustee may consent
to, which consent shall not be unreasonably withheld so long as the Seller is,
as certified in writing to the Trustee no less often than monthly, in good faith
attempting to obtain from the appropriate county recorder's office such original
or photocopy).

                  The Trustee, as assignee or transferee of the Purchaser, shall
be entitled to all scheduled payments of principal due thereon after the Cut-Off
Date, all other payments of principal collected after the Cut-Off Date (other
than scheduled payments of principal due on or before the Cut-Off Date), and all
payments of interest on the Mortgage Loans allocable to the period commencing on
the Cut-Off Date. All scheduled payments of principal and interest due on or
before the Cut-Off Date and collected after the Cut-Off Date shall belong to the
Seller.

                  Within 45 days following the Closing Date, the Seller shall
deliver and the Purchaser, the Trustee or the agents of either may submit or
cause to be submitted for recordation at the expense of the Seller, in the
appropriate public office for real property records, each assignment referred to
in clauses (d) and (f)(ii) above. Within 90 days following the



                                       6
<PAGE>


Closing Date, the Seller shall deliver and the Purchaser, the Trustee or the
agents of either may submit or cause to be submitted for filing, at the expense
of the Seller, in the appropriate public office for Uniform Commercial Code
financing statements, the assignment referred to in clause (i) above. If any
such document or instrument is lost or returned unrecorded or unfiled, as the
case may be, because of a defect therein, the Seller shall prepare a substitute
therefor or cure such defect, and the Seller shall, at its own expense (except
in the case of a document or instrument that is lost by the Trustee), record or
file, as the case may be, and deliver such document or instrument in accordance
with this Section 2.

                  Documents that are in the possession of the Seller, its agents
or its subcontractors that relate to the Mortgage Loans and that are not
required to be delivered to the Trustee shall be shipped by the Seller to or at
the direction of the Master Servicer, on behalf of the Purchaser, on or prior to
the 75th day after the Closing Date, in accordance with Section 3.1 of the
Primary Servicing Agreement, if applicable.

                  The documents required to be delivered to the Master Servicer
(or in the alternative, the Primary Servicer) shall include, to the extent
required to be (and actually) delivered to the Seller pursuant to the applicable
Mortgage Loan documents, copies of the following items: the Mortgage Note, any
Mortgage, the Assignment of Leases and the Assignment of Mortgage, any
guaranty/indemnity agreement, any loan agreement, the insurance policies or
certificates, as applicable, the property inspection reports, any financial
statements on the property, any escrow analysis, the tax bills, the Appraisal,
the environmental report, the engineering report, the asset summary, financial
information on the Borrower/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 Primary Servicer shall be deemed a
delivery to the Master Servicer and satisfy Seller's obligations under this
sub-paragraph.

                  Upon the sale of the Mortgage Loans by the Seller to the
Purchaser pursuant to this Agreement, the ownership of each Mortgage Note,
Mortgage and the other contents of the related Mortgage File shall be vested in
the Purchaser and its assigns, and the ownership of all records and documents
with respect to the related Mortgage Loan prepared by or that come into the
possession of the Seller shall immediately vest in the Purchaser and its
assigns, and shall be delivered promptly by the Seller to or on behalf of either
the Trustee or the Master Servicer as set forth herein, subject to the
requirements of the Primary Servicing Agreement. The Seller's and Purchaser's
records shall reflect the transfer of each Mortgage Loan from the Seller to the
Purchaser and its assigns as a sale.

                  It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans and related property to the Purchaser by the
Seller as provided in this Section 2 be, and be construed as, an absolute sale
of the Mortgage Loans and related property. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property are held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:



                                       7
<PAGE>


                  (i)  this Agreement shall be deemed to be a security
agreement; and

                  (ii) the conveyance provided for in this Section 2 shall be
deemed to be a grant by the Seller to the Purchaser of a security interest in
all of the Seller's right, title, and interest, whether now owned or hereafter
acquired, in and to:

                       (A)  All accounts, general intangibles, chattel paper,
                  instruments, documents, money, deposit accounts, certificates
                  of deposit, goods, letters of credit, advices of credit and
                  investment property consisting of, arising from or relating to
                  any of the following property: the Mortgage Loans identified
                  on the Mortgage Loan Schedule, including the related Mortgage
                  Notes, Mortgages, security agreements, and title, hazard and
                  other insurance policies, all distributions with respect
                  thereto payable after the Cut-Off Date, all substitute or
                  replacement Mortgage Loans and all distributions with respect
                  thereto, and the Mortgage Files;

                       (B)  All accounts, general intangibles, chattel paper,
                  instruments, documents, money, deposit accounts, certificates
                  of deposit, goods, letters of credit, advices of credit,
                  investment property and other rights arising from or by virtue
                  of the disposition of, or collections with respect to, or
                  insurance proceeds payable with respect to, or claims against
                  other Persons with respect to, all or any part of the
                  collateral described in clause (A) above (including any
                  accrued discount realized on liquidation of any investment
                  purchased at a discount); and

                       (C)  All cash and non-cash proceeds of the collateral
                  described in clauses (A) and (B) above.

                  The possession by the Purchaser or its designee of the
Mortgage Notes, the Mortgages, and such other goods, letters of credit, advices
of credit, instruments, money, documents, chattel paper or certificated
securities shall be deemed to be possession by the secured party or possession
by a purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

                  Notifications to Persons holding such property, and
acknowledgments, receipts, or confirmations from persons holding such property,
shall be deemed to be notifications to, or acknowledgments, receipts or
confirmations from, securities intermediaries, bailees or agents of, or Persons
holding for, the Purchaser or its designee, as applicable, for the purpose of
perfecting such security interest under applicable law.

                  The Seller shall, to the extent consistent with this
Agreement, take such reasonable actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the property
described above, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Agreement. In such case, the Seller shall
file all filings necessary to



                                       8
<PAGE>


maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

                  Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) required to be delivered to or on behalf of the Trustee or the Master
Servicer pursuant to this Section 2 on or before the Closing Date is not so
delivered, or is not properly executed or is defective on its face, and the
Purchaser's acceptance of the related Mortgage Loan on the Closing Date shall in
no way constitute a waiver of such omission or defect or of the Purchaser's or
its successors' and assigns' rights in respect thereof pursuant to Section 5.

                  SECTION 3. Examination of Mortgage Files and Due Diligence
Review. The Seller shall (i) deliver to the Purchaser on or before the Closing
Date a diskette acceptable to the Purchaser that contains such information about
the Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver
to the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

                  On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, each Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller during normal
business hours and shall not be conducted in a manner that is disruptive to the
Seller's normal business operations upon reasonable prior advance notice. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, each Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master



                                       9
<PAGE>


Servicer or Primary Servicer, if applicable, with any additional information
identified by the Master Servicer or Primary Servicer, if applicable, as
necessary to complete the CMSA Property File, to the extent that such
information is available.

                  The Purchaser may exercise any of its rights hereunder through
one or more designees or agents; provided the Purchaser has provided the Seller
with prior notice of the identity of such designee or agent.

                  The Purchaser shall keep confidential any information
regarding the Seller and the Mortgage Loans that has been delivered into the
Purchaser's possession and that is not otherwise publicly available; provided,
however, that such information shall not be kept confidential (and the right to
require confidentiality under any confidentiality agreement is hereby waived) to
the extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

                  SECTION 4. Representations and Warranties of the Seller and
the Purchaser.

                  (a)  To induce the Purchaser to enter into this Agreement, the
Seller hereby makes for the benefit of the Purchaser and its assigns with
respect to each Mortgage Loan as of the date hereof (or as of such other date
specifically set forth in the particular representation and warranty) each of
the representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:

                  (i) The Seller is duly organized and is validly existing as a
            corporation in good standing under the laws of the State of
            Delaware. The Seller has the requisite power and authority and legal
            right to own the Mortgage Loans and to transfer and convey the
            Mortgage Loans to the Purchaser and has the requisite power and
            authority to execute and deliver, engage in the transactions
            contemplated by, and perform and observe the terms and conditions
            of, this Agreement.



                                       10
<PAGE>


                  (ii)  This Agreement has been duly and validly authorized,
            executed and delivered by the Seller, and assuming the due
            authorization, execution and delivery hereof by the Purchaser, this
            Agreement constitutes the valid, legal and binding agreement of the
            Seller, enforceable in accordance with its terms, except as such
            enforcement may be limited by (A) laws relating to bankruptcy,
            insolvency, reorganization, receivership or moratorium, (B) other
            laws relating to or affecting the rights of creditors generally, (C)
            general equity principles (regardless of whether such enforcement is
            considered in a proceeding in equity or at law) or (D) public policy
            considerations underlying the securities laws, to the extent that
            such public policy considerations limit the enforceability of the
            provisions of this Agreement that purport to provide indemnification
            from liabilities under applicable securities laws.

                  (iii) No consent, approval, authorization or order of,
            registration or filing with, or notice to, any governmental
            authority or court is required, under federal or state law, for the
            execution, delivery and performance of or compliance by the Seller
            with this Agreement, or the consummation by the Seller of any
            transaction contemplated hereby, other than (1) such qualifications
            as may be required under state securities or blue sky laws, (2) the
            filing or recording of financing statements, instruments of
            assignment and other similar documents necessary in connection with
            the Seller's sale of the Mortgage Loans to the Purchaser, (3) such
            consents, approvals, authorizations, qualifications, registrations,
            filings or notices as have been obtained and (4) where the lack of
            such consent, approval, authorization, qualification, registration,
            filing or notice would not have a material adverse effect on the
            performance by the Seller under this Agreement.

                  (iv)  Neither the transfer of the Mortgage Loans to the
            Purchaser, nor the execution, delivery or performance of this
            Agreement by the Seller, conflicts or will conflict with, results or
            will result in a breach of, or constitutes or will constitute a
            default under (A) any term or provision of the Seller's articles of
            organization or by-laws, (B) any term or provision of any material
            agreement, contract, instrument or indenture to which the Seller is
            a party or by which it or any of its assets is bound or results in
            the creation or imposition of any lien, charge or encumbrance upon
            any of its property pursuant to the terms of any such indenture,
            mortgage, contract or other instrument, other than pursuant to this
            Agreement, or (C) after giving effect to the consents or taking of
            the actions contemplated in subsection (iii), any law, rule,
            regulation, order, judgment, writ, injunction or decree of any court
            or governmental authority having jurisdiction over the Seller or its
            assets, except where in any of the instances contemplated by clauses
            (B) or (C) above, any conflict, breach or default, or creation or
            imposition of any lien, charge or encumbrance, will not have a
            material adverse effect on the consummation of the transactions
            contemplated hereby by the Seller or its ability to perform its
            obligations and duties hereunder or result in any material adverse
            change in the business, operations, financial condition, properties
            or assets of the Seller, or in any material impairment of the right
            or ability of the Seller to carry on its business substantially as
            now conducted.

                  (v)   There are no actions or proceedings against, or
            investigations of, the Seller pending or, to the Seller's knowledge,
            threatened in writing against the Seller before any court,
            administrative agency or other tribunal, the outcome of which could
            reasonably be expected to materially and adversely affect the
            transfer of the Mortgage Loans to the



                                       11
<PAGE>


            Purchaser or the execution or delivery by, or enforceability
            against, the Seller of this Agreement or have an effect on the
            financial condition of the Seller that would materially and
            adversely affect the ability of the Seller to perform its
            obligations under this Agreement.

                  (vi)  On the Closing Date, the sale of the Mortgage Loans
            pursuant to this Agreement will effect a transfer by the Seller of
            all of its right, title and interest in and to the Mortgage Loans to
            the Purchaser.

                  (vii) To the Seller's knowledge, the Seller's Information (as
            defined in that certain indemnification agreement, dated December
            19, 2001, between the Seller, the Purchaser, the Underwriters and
            the Initial Purchasers (the "Indemnification Agreement")) relating
            to the Mortgage Loans does not contain any untrue statement of a
            material fact or omit to state a material fact necessary to make the
            statements therein, in the light of the circumstances under which
            they were made, not misleading. Notwithstanding anything contained
            herein to the contrary, this subparagraph (vii) shall run
            exclusively to the benefit of the Purchaser and no other party.

                  To induce the Purchaser to enter into this Agreement, the
Seller hereby covenants that the foregoing representations and warranties and
those set forth on Exhibit 2 hereto will be true and correct in all material
respects on and as of the Closing Date with the same effect as if made on the
Closing Date.

                  Each of the representations, warranties and covenants made by
the Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

                  (b)   To induce the Seller to enter into this Agreement, the
Purchaser hereby represents and warrants to the Seller as of the date hereof:

                  (i)   The Purchaser is a corporation duly organized, validly
            existing, and in good standing under the laws of the State of
            Delaware with full power and authority to carry on its business as
            presently conducted by it.

                  (ii)  The Purchaser has full power and authority to acquire
            the Mortgage Loans, to execute and deliver this Agreement and to
            enter into and consummate all transactions contemplated by this
            Agreement. The Purchaser has duly and validly authorized the
            execution, delivery and performance of this Agreement and has
            duly and validly executed and delivered this Agreement. This
            Agreement, assuming due authorization, execution and delivery by
            the Seller, constitutes the valid and binding obligation of the
            Purchaser, enforceable against it in accordance with its terms,
            except as such enforceability may be limited by bankruptcy,
            insolvency, reorganization, moratorium and other similar laws
            affecting the enforcement of creditors' rights generally and by
            general principles of equity, regardless of whether such
            enforcement is considered in a proceeding in equity or at law.



                                       12
<PAGE>


                  (iii) No consent, approval, authorization or order of,
            registration or filing with, or notice to, any governmental
            authority or court is required, under federal or state law, for the
            execution, delivery and performance of or compliance by the
            Purchaser with this Agreement, or the consummation by the Purchaser
            of any transaction contemplated hereby that has not been obtained or
            made by the Purchaser.

                  (iv)  Neither the purchase of the Mortgage Loans nor the
            execution, delivery and performance of this Agreement by the
            Purchaser will violate the Purchaser's certificate of incorporation
            or by-laws or constitute a default (or an event that, with notice or
            lapse of time or both, would constitute a default) under, or result
            in a breach of, any material agreement, contract, instrument or
            indenture to which the Purchaser is a party or that may be
            applicable to the Purchaser or its assets.

                  (v)   The Purchaser's execution and delivery of this Agreement
            and its performance and compliance with the terms of this Agreement
            will not constitute a violation of, any law, rule, writ, injunction,
            order or decree of any court, or order or regulation of any federal,
            state or municipal government agency having jurisdiction over the
            Purchaser or its assets, which violation could materially and
            adversely affect the condition (financial or otherwise) or the
            operation of the Purchaser or its assets or could materially and
            adversely affect its ability to perform its obligations and duties
            hereunder.

                  (vi   There are no actions or proceedings against, or
            investigations of, the Purchaser pending or, to the Purchaser's
            knowledge, threatened against the Purchaser before any court,
            administrative agency or other tribunal, the outcome of which could
            reasonably be expected to adversely affect the transfer of the
            Mortgage Loans, the issuance of the Certificates, the execution,
            delivery or enforceability of this Agreement or have an effect on
            the financial condition of the Purchaser that would materially and
            adversely affect the ability of the Purchaser to perform its
            obligation under this Agreement.

                  (vii) The Purchaser has not dealt with any broker, investment
            banker, agent or other person, other than the Seller, the
            Underwriters, the Initial Purchasers and their respective
            affiliates, that may be entitled to any commission or compensation
            in connection with the sale of the Mortgage Loans or consummation of
            any of the transactions contemplated hereby.

                  To induce the Seller to enter into this Agreement, the
Purchaser hereby covenants that the foregoing representations and warranties
will be true and correct in all material respects on and as of the Closing Date
with the same effect as if made on the Closing Date.

                  Each of the representations and warranties made by the
Purchaser pursuant to this Section 4(b) shall survive the purchase of the
Mortgage Loans.



                                       13
<PAGE>


                  SECTION 5. Remedies Upon Breach of Representations and
Warranties Made by the Seller.

                  (a)  It is hereby acknowledged that the Seller shall make for
the benefit of the Trustee on behalf of the holders of the Certificates, whether
directly or by way of the Purchaser's assignment of its rights hereunder to the
Trustee, the representations and warranties set forth on Exhibit 2 hereto (each
as of the date hereof unless otherwise specified).

                  (b)  It is hereby further acknowledged that if any document
required to be delivered to the Trustee pursuant to Section 2 is not delivered
as and when required, not properly executed or is defective on its face, or if
there is a breach of any of the representations and warranties required to be
made by the Seller regarding the characteristics of the Mortgage Loans or the
related Mortgaged Properties as set forth in Exhibit 2 hereto, and in either
case such defect or breach, either (i) materially and adversely affects the
interests of the holders of the Certificates in the related Mortgage Loan, or
(ii) both (A) the document defect or breach materially and adversely affects the
value of the Mortgage Loan and (B) the Mortgage Loan is a Specially Serviced
Mortgage Loan or Rehabilitated Mortgage Loan (such a document defect described
in the preceding clause (i) or (ii), a "Material Document Defect" and such a
breach described in the preceding clause (i) or (ii) a "Material Breach"), the
party discovering such Material Document Defect or Material Breach shall
promptly notify the other parties; provided that any breach of the
representation and warranty contained in paragraph (41) of such Exhibit 2 shall
constitute a Material Breach only if such prepayment premium or yield
maintenance charge is not deemed "customary" for commercial mortgage loans as
evidenced by (i) an opinion of tax counsel to such effect or (ii) a
determination by the Internal Revenue Service that such provision is not
customary. Promptly (but in any event within three Business Days) upon becoming
aware of any such Material Document Defect or Material Breach, the Master
Servicer shall, and the Special Servicer may, request that the Seller, not later
than 85 days from the Seller's receipt of the notice of such Material Document
Defect or Material Breach, cure such Material Document Defect or Material
Breach, as the case may be, in all material respects; provided, however, that if
such Material Document Defect or Material Breach, as the case may be, cannot be
corrected or cured in all material respects within such 85-day period, and such
Material Document Defect or Material Breach would not cause the Mortgage Loan to
be other than a "qualified mortgage"(as defined in the Code) but the Seller is
diligently attempting to effect such correction or cure, as certified by the
Seller in an Officer's Certificate delivered to the Trustee, then the cure
period will be extended for an additional 90 days unless, solely in the case of
a Material Document Defect, (x) the Mortgage Loan is then a Specially Serviced
Mortgage Loan and a Servicing Transfer Event has occurred as a result of a
monetary default or as described in clause (ii) or clause (v) of the definition
of "Servicing Transfer Event" in the Pooling and Servicing Agreement and (y) the
Material Document Defect was identified in a certification delivered to the
Seller by the Trustee pursuant to Section 2.2 of the Pooling and Servicing
Agreement not less than 85 days prior to the delivery of the notice of such
Material Document Defect. The parties acknowledge that neither delivery of a
certification or schedule of exceptions to the Seller pursuant to Section 2.2 of
the Pooling and Servicing Agreement or otherwise nor possession of such
certification or schedule by the Seller shall, in and of itself, constitute
delivery of notice of any Material Document Defect or knowledge or awareness by
the Seller of any Material Document Defect listed therein.


                                       14
<PAGE>


                  The Seller hereby covenants and agrees that, if any such
Material Document Defect or Material Breach cannot be corrected or cured within
the above cure periods, the Seller shall, on or before the termination of such
cure periods, either (i) repurchase the related Mortgage Loan or REO Mortgage
Loan from the Purchaser or its assignee at the Purchase Price as defined in the
Pooling and Servicing Agreement, or (ii) if within the 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 its option replace any Mortgage Loan or REO Mortgage Loan to
which such defect relates with a Qualifying Substitute Mortgage Loan. If such
defect would cause the Mortgage Loan to be other than a "qualified mortgage" (as
defined in the Code), then notwithstanding the previous sentence, repurchase or
substitution must occur within 85 days from the date the Seller was notified of
the defect. The Seller agrees that any such substitution shall be completed in
accordance with the terms and conditions of the Pooling and Servicing Agreement.

                  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, (A) the Seller provides a
Nondisqualification Opinion to the Trustee at the expense of the Seller if, in
the reasonable business judgement of the Trustee, it would be usual and
customary in accordance with industry practice to obtain a Nondisqualification
Opinion 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 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 Loans(s)) set forth in Appendix A 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 A to the
Final Prospectus Supplement plus 10% and (B) the loan-to-value ratio for all
such Crossed Mortgage Loans (including the Affected Loans(s)), at the time of
repurchase or replacement. The determination of the Master Servicer as to
whether the conditions set forth above have been satisfied shall be conclusive
and binding in the absence of manifest error. The Master Servicer will be
entitled to cause to be delivered, or direct the Seller to (in which case the
Seller shall) cause to be delivered to the Master Servicer, an Appraisal of any
or all of the related Mortgaged Properties for purposes of



                                       15
<PAGE>


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 (as assignee of the Purchaser) continues to hold any Crossed
Mortgage Loan, the Seller and the Purchaser hereby agree to forebear from
enforcing any remedies against the other's Primary Collateral but may exercise
remedies against the Primary Collateral securing their respective Mortgage
Loans, including with respect to the Trustee, the Primary Collateral securing
the Mortgage Loans still held by the Trustee, so long as such exercise does not
impair the ability of the other party to exercise its remedies against its
Primary Collateral. If the exercise of remedies by one party would impair the
ability of the other party to exercise its remedies with respect to the Primary
Collateral securing the Mortgage Loan or Mortgage Loans held by such party, then
both parties shall forbear from exercising such remedies until the loan
documents evidencing and securing the relevant Mortgage Loans can be modified in
a manner that complies with the Pooling and Servicing Agreement to remove the
threat of impairment as a result of the exercise of remedies. Any reserve or
other cash collateral or letters of credit securing the Cross-Collateralized
Loans shall be allocated between such Mortgage Loans in accordance with the
Mortgage Loan documents, or otherwise on a pro rata basis based upon their
outstanding Principal Balances. All other terms of the Mortgage Loans shall
remain in full force and effect, without any modification thereof. The
Mortgagors set forth on Schedule B hereto are intended third-party beneficiaries
of the provisions set forth in this paragraph and the preceding paragraph. The
provisions of this paragraph and the preceding paragraph may not be modified
with respect to any Mortgage Loan without the related Mortgagor's consent.

                  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 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 (h) of the definition of Mortgage File. If any of the
foregoing Material Document Defects is discovered by the Custodian (or the
Trustee if there is no Custodian), the Trustee (or as set forth in Section
2.3(a) of the Pooling and Servicing Agreement, the Master Servicer) will take
the steps described elsewhere in this Section, including the giving of notices
to the Rating Agencies and the parties hereto and making demand upon the Seller
for the cure of the Material Document Defect or repurchase or replacement of the
related Mortgage Loan.

                  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 from the Purchaser or its
assignee or (iii) to replace such Mortgage Loan with a Qualifying Substitute
Mortgage Loan, each in accordance with this Agreement, then provided that (i)
the



                                       16
<PAGE>


period of time provided for the Seller to correct, repurchase or cure has
expired and (ii) the Mortgage Loan is then in default and is then a Specially
Serviced Mortgage Loan, the Special Servicer may, subject to the Servicing
Standard, modify, work-out or foreclose, sell or otherwise liquidate (or permit
the liquidation of) the Mortgage Loan pursuant to Section 9.5, Section 9.12,
Section 9.15 and Section 9.36, as applicable, of the Pooling and Servicing
Agreement, while pursuing the repurchase claim. The Seller acknowledges and
agrees that any modification of the Mortgage Loan pursuant to a work-out shall
not constitute a defense to any repurchase claim nor shall such modification and
work-out change the Purchase Price due from the Seller for any repurchase claim.
In the event of any such modification and work-out, the Seller shall be
obligated to repurchase the Mortgage Loan as modified and 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 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 of the Pooling and Servicing Agreement and (ii) the
Special Servicer of any offer that it receives to purchase the applicable REO
Property, each in connection with such liquidation. Upon the receipt of such
notice by the Seller, the Seller shall then have the right 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 in this Agreement or in the Pooling and
Servicing Agreement, the right of any Option Holder to purchase such Mortgage
Loan shall be subject and subordinate to the Seller's right to purchase such
Mortgage Loan as described in the immediately preceding sentence. The Seller
shall have five (5) Business Days to notify the Trustee or Special Servicer, as
applicable, of its intent to so purchase the Mortgage Loan or related REO
Property from the date that it was notified of such intention to exercise such
Option or of such offer. The Special Servicer shall be obligated to provide the
Seller with any appraisal or other third party reports relating to the Mortgaged
Property within its possession to enable the Seller to evaluate the Mortgage
Loan or REO Property. Any sale of the Mortgage Loan, or foreclosure upon such
Mortgage Loan and sale of the REO Property, to a Person other than the Seller
shall be without (i) recourse of any kind (either express or implied) by such
Person against the Seller and (ii) representation or warranty of any kind
(either express or implied) by the Seller to or for the benefit of such Person.

                  The fact that a Material Document Defect or Material Breach is
not discovered until after foreclosure (but in all instances prior to the sale
of the related REO Property or Mortgage Loan) shall not prejudice any claim
against the Seller for repurchase of the REO Mortgage Loan or REO Property. In
such an event, the Master Servicer 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 Defect or Material Breach or purchase the REO
Property, then the provisions above regarding



                                       17
<PAGE>


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 Mortgage Loan
or REO Mortgage Loan or the Seller otherwise accepts liability, then, after the
expiration of any applicable appeal period, but in no event later than the
Termination of the Trust pursuant to Section 9.30 of the Pooling and Servicing
Agreement, the Seller will be obligated to pay to the Trust the difference
between any Liquidation Proceeds received upon such liquidation in accordance
with the Pooling and Servicing Agreement (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 5(b), 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.

                  The obligations of the Seller set forth in this Section 5(b)
to cure a Material Document Defect or a Material Breach or repurchase or replace
a defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

                  Notwithstanding the foregoing, in the event that there is a
breach of the representations and warranties set forth in paragraph 39 or
paragraph 42, each in Exhibit 2 attached hereto, and as a result the payments,
by a Mortgagor, of reasonable costs and expenses associated with (A) the
defeasance or assumption of a Mortgage Loan or (B) the substitution of a
Mortgaged Property (as the case may be) are insufficient causing the Trust to
incur any Additional Trust Expense, the Seller hereby covenants and agrees to
reimburse the Trust in an amount sufficient to avoid such Additional Trust
Expense. Notwithstanding the foregoing, the Seller hereby covenants and agrees
to reimburse the Trust for any Additional Trust Expense associated 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 and
opinions of counsel.

                  (c)  The Pooling and Servicing Agreement shall provide that
the Trustee (or the Master Servicer or the Special Servicer on its behalf) shall
give written notice within three



                                       18
<PAGE>


Business Days to the Seller of its discovery of any Material Document Defect or
Material Breach and prompt written notice to the Seller in the event that any
Mortgage Loan becomes a Specially Serviced Mortgage Loan (as defined in the
Pooling and Servicing Agreement).

                  (d)  If the Seller repurchases any Mortgage Loan pursuant to
this Section 5, the Purchaser or its assignee, following receipt by the Trustee
of the Purchase Price therefor, promptly shall deliver or cause to be delivered
to the Seller all Mortgage Loan documents with respect to such Mortgage Loan,
and each document that constitutes a part of the Mortgage File that was endorsed
or assigned to the Trustee shall be endorsed and assigned to the Seller in the
same manner such that the Seller shall be vested with legal and beneficial title
to such Mortgage Loan, in each case without recourse, including any property
acquired in respect of such Mortgage Loan or proceeds of any insurance policies
with respect thereto.

                  SECTION 6. Closing. The closing of the sale of the Mortgage
Loans shall be held at the offices of Latham & Watkins, 885 Third Avenue, New
York, NY 10022 at 9:00 a.m., New York time, on the Closing Date.

                  The closing shall be subject to each of the following
conditions:

                  (a)  All of the representations and warranties of the Seller
and the Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date (to the extent of
the standard, if any, set forth in each representation and warranty).

                  (b)  All Closing Documents specified in Section 7 of this
Agreement, in such forms as are agreed upon and reasonably acceptable to the
Seller or the Purchaser, as applicable, shall be duly executed and delivered by
all signatories as required pursuant to the respective terms thereof.

                  (c)  The Seller shall have delivered and released to the
Purchaser or its designee all documents required to be delivered to the
Purchaser as of the Closing Date pursuant to Section 2 of this Agreement.

                  (d)  The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Seller's Information to be
disclosed in the Memorandum and the Prospectus Supplement.

                  (e)  All other terms and conditions of this Agreement required
to be complied with on or before the Closing Date shall have been complied with,
and the Seller and the Purchaser shall have the ability to comply with all terms
and conditions and perform all duties and obligations required to be complied
with or performed after the Closing Date.

                  (f)  The Seller shall have paid all fees and expenses payable
by it to the Purchaser pursuant to Section 8 hereof.



                                       19
<PAGE>


                  (g)  The Certificates to be so rated shall have been assigned
ratings by each Rating Agency no lower than the ratings specified for each such
Class in the Memorandum and the Prospectus Supplement.

                  (h)  No Underwriter shall have terminated the Underwriting
Agreement and none of the Initial Purchasers shall have terminated the
Certificate Purchase Agreement, and neither the Underwriters nor the Initial
Purchasers shall have suspended, delayed or otherwise cancelled the Closing
Date.

                  (i)  The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

                  Each party agrees to use its best efforts to perform its
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.

                  SECTION 7. Closing Documents. The Closing Documents shall
consist of the following:

                  (a)  This Agreement duly executed by the Purchaser and the
Seller.

                  (b)  A certificate of the Seller, executed by a duly
authorized officer of the Seller and dated the Closing Date, and upon which the
Purchaser and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

                  (c)  True, complete and correct copies of the Seller's
articles of organization and by-laws.

                  (d)  A certificate of existence for the Seller from the
Secretary of State of Delaware dated not earlier than 30 days prior to the
Closing Date.

                  (e)  A certificate of the Secretary or Assistant Secretary of
the Seller, dated the Closing Date, and upon which the Purchaser may rely, to
the effect that each individual who, as an officer or representative of the
Seller, signed this Agreement or any other document or certificate delivered on
or before the Closing Date in connection with the transactions contemplated
herein, was at the respective times of such signing and delivery, and is as of
the Closing Date, duly elected or appointed, qualified and acting as such
officer or representative, and the signatures of such persons appearing on such
documents and certificates are their genuine signatures.

                  (f)  An opinion of counsel (which, other than as to the
opinion described in paragraph (vi) below, may be in-house counsel) to the
Seller, dated the Closing Date,



                                       20
<PAGE>


substantially to the effect of the following (with such changes and
modifications as the Purchaser may approve and subject to such counsel's
reasonable qualifications):

                  (i)   The Seller is validly existing under Delaware law and
            has full corporate power and authority to enter into and perform its
            obligations under this Agreement.

                  (ii)  This Agreement has been duly authorized, executed and
            delivered by the Seller.

                  (iii) No consent, approval, authorization or order of any
            federal court or governmental agency or body is required for the
            consummation by the Seller of the transactions contemplated by the
            terms of this Agreement except any approvals as have been obtained.

                  (iv)  Neither the execution, delivery or performance of this
            Agreement by the Seller, nor the consummation by the Seller of any
            of the transactions contemplated by the terms of this Agreement (A)
            conflicts with or results in a breach or violation of, or
            constitutes a default under, the organizational documents of the
            Seller, (B) to the knowledge of such counsel, constitutes a default
            under any term or provision of any material agreement, contract,
            instrument or indenture, to which the Seller is a party or by which
            it or any of its assets is bound or results in the creation or
            imposition of any lien, charge or encumbrance upon any of its
            property pursuant to the terms of any such indenture, mortgage,
            contract or other instrument, other than pursuant to this Agreement,
            or (C) conflicts with or results in a breach or violation of any
            law, rule, regulation, order, judgment, writ, injunction or decree
            of any court or governmental authority having jurisdiction over the
            Seller or its assets, except where in any of the instances
            contemplated by clauses (B) or (C) above, any conflict, breach or
            default, or creation or imposition of any lien, charge or
            encumbrance, will not have a material adverse effect on the
            consummation of the transactions contemplated hereby by the Seller
            or materially and adversely affect its ability to perform its
            obligations and duties hereunder or result in any material adverse
            change in the business, operations, financial condition, properties
            or assets of the Seller, or in any material impairment of the right
            or ability of the Seller to carry on its business substantially as
            now conducted.

                  (v)   To his or her knowledge, there are no legal or
            governmental actions, investigations or proceedings pending to which
            the Seller is a party, or threatened against the Seller, (a)
            asserting the invalidity of this Agreement or (b) which materially
            and adversely affect the performance by the Seller of its
            obligations under, or the validity or enforceability of, this
            Agreement.

                  (vi)  This Agreement is a valid, legal and binding agreement
            of the Seller, enforceable against the Seller in accordance with
            its terms, except as such enforcement may be limited by (1) laws
            relating to bankruptcy, insolvency, reorganization, receivership
            or moratorium, (2) other laws relating to or affecting the rights
            of creditors generally, (3) general equity principles (regardless
            of whether such enforcement is considered in a proceeding in
            equity or at law) or (4) public policy considerations underlying
            the securities laws, to the extent that such public policy
            considerations limit



                                       21
<PAGE>


            the enforceability of the provisions of this Agreement that purport
            to provide indemnification from liabilities under applicable
            securities laws.

                  Such opinion may express its reliance as to factual matters
on, among other things specified in such opinion, the representations and
warranties made by, and on certificates or other documents furnished by officers
of, the parties to this Agreement.

                  In rendering the opinions expressed above, such counsel may
limit such opinions to matters governed by the federal laws of the United States
and the corporate laws of the State of Delaware and the State of New York, as
applicable.

                  (g)   Such other opinions of counsel as any Rating Agency may
request in connection with the sale of the Mortgage Loans by the Seller to the
Purchaser or the Seller's execution and delivery of, or performance under, this
Agreement.

                  (h)   A letter from Deloitte & Touche, certified public
accountants, dated the date hereof, to the effect that they have performed
certain specified procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature set forth in the
Memorandum and the Prospectus Supplement agrees with the records of the Seller.

                  (i)   Such further certificates, opinions and documents as the
Purchaser may reasonably request.

                  (j)   An officer's certificate of the Purchaser, dated as of
the Closing Date, with the resolutions of the Purchaser authorizing the
transactions described herein attached thereto, together with certified copies
of the charter, by-laws and certificate of good standing of the Purchaser dated
not earlier than 30 days prior to the Closing Date.

                  (k)   Such other certificates of the Purchaser's officers or
others and such other documents to evidence fulfillment of the conditions set
forth in this Agreement as the Seller or its counsel may reasonably request.

                  (l)   An executed Bill of Sale in the form attached hereto as
Exhibit 4.

                  SECTION 8. Costs. The Seller shall pay the Purchaser the costs
and expenses as agreed upon by the Seller and the Purchaser in a separate Letter
of Understanding dated December 27, 2001.

                  SECTION 9. Notices. All communications provided for or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if (a) personally delivered, (b) mailed by registered or certified mail,
postage prepaid and received by the addressee, (c) sent by express courier
delivery service and received by the addressee, or (d) transmitted by telex or
facsimile transmission (or any other type of electronic transmission agreed upon
by the parties) and confirmed by a writing delivered by any of the means
described in (a), (b) or (c), if (i) to the Purchaser, addressed to Morgan
Stanley Dean Witter Capital I Inc., 1585 Broadway, New York, New York 10036,
Attention: Cecilia Tarrant, with a copy to Morgan Stanley Dean Witter Capital I
Inc., 1585 Broadway, New York, New York 10036, Attention: Legal Department (or
such other address as may hereafter be furnished in writing by the Purchaser),
or (ii) if to the



                                       22
<PAGE>


Seller, addressed to the Seller at Bear, Stearns Funding, Inc., 245 Park Avenue,
New York, New York 10167, Attention: J. Christopher Hoeffel, with a copy to
Joseph Jurkowski, Esq.

                  SECTION 10. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

                  SECTION 11. Further Assurances. The Seller and the Purchaser
each agree to execute and deliver such instruments and take such actions as the
other may, from time to time, reasonably request in order to effectuate the
purpose and to carry out the terms of this Agreement and the Pooling and
Servicing Agreement.

                  SECTION 12. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.

                  SECTION 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS,
DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE
OF NEW YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

                  SECTION 14. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to



                                       23
<PAGE>


effect the purposes of the Pooling and Servicing Agreement and, upon such
assignment, the Trustee shall succeed to the rights and obligations hereunder of
the Purchaser. No owner of a Certificate issued pursuant to the Pooling and
Servicing Agreement shall be deemed a successor or permitted assigns because of
such ownership.

                  SECTION 15. Miscellaneous. This Agreement may be executed in
two or more counterparts, each of which when so executed and delivered shall be
an original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
rights and obligations of the Seller under this Agreement shall not be assigned
by the Seller without the prior written consent of the Purchaser, except that
any person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller is a party, or any person succeeding to the entire business of the Seller
shall be the successor to the Seller hereunder.

                  Section 16. Entire Agreement. This Agreement contains the
entire agreement and understanding between the parties hereto with respect to
the subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.


                                       24

<PAGE>


                  IN WITNESS WHEREOF, the Purchaser and the Seller have caused
this Agreement to be executed by their respective duly authorized officers as of
the date first above written.

                                       BEAR STEARNS FUNDING INC.

                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:



                                       MORGAN STANLEY DEAN WITTER CAPITAL I INC.


                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:


                                      5-1

<PAGE>


                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE



                                      1-1


<PAGE>


                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

                  1.   Mortgage Loan Schedule. The information set forth in the
Mortgage Loan Schedule is complete, true and correct in all material respects as
of the date of this Agreement and as of the Cut-Off Date.

                  2.   Whole Loan; Ownership of Mortgage Loans. Each Mortgage
Loan is a whole loan and not a participation interest in a mortgage loan.
Immediately prior to the transfer to the Purchaser of the Mortgage Loans, the
Seller had good title to, and was the sole owner of, each Mortgage Loan. The
Seller has full right, power and authority to transfer and assign each of the
Mortgage Loans to or at the direction of the Purchaser and has validly and
effectively conveyed (or caused to be conveyed) to the Purchaser or its designee
all of the Seller's legal and beneficial interest in and to the Mortgage Loans
free and clear of any and all pledges, liens, charges, security interests and/or
other encumbrances. The sale of the Mortgage Loans to the Purchaser or its
designee does not require the Seller to obtain any governmental or regulatory
approval or consent that has not been obtained.

                  3.   Payment Record. No scheduled payment of principal and
interest under any Mortgage Loan was 30 days or more past due as of the Cut-Off
Date, and no Mortgage Loan was 30 days or more delinquent in the twelve-month
period immediately preceding the Cut-Off Date.

                  4.   Lien; Valid Assignment. The Mortgage related to and
delivered in connection with each Mortgage Loan constitutes a valid and, subject
to the exceptions set forth in paragraph 13 below, enforceable first priority
lien upon the related Mortgaged Property, prior to all other liens and
encumbrances, except for (a) the lien for current real estate taxes and
assessments not yet due and payable, (b) covenants, conditions and restrictions,
rights of way, easements and other matters that are of public record and/or are
referred to in the related lender's title insurance policy, (c) exceptions and
exclusions specifically referred to in such lender's title insurance policy, (d)
other matters to which like properties are commonly subject, none of which
matters referred to in clauses (b), (c) or (d), individually or in the
aggregate, materially interferes with the security intended to be provided by
such Mortgage, the marketability or current use of the Mortgaged Property or the
current ability of the Mortgaged Property to generate operating income
sufficient to service the Mortgage Loan debt and (e) if such Mortgage Loan is
cross-collateralized with any other Mortgage Loan, the lien of the Mortgage for
such other Mortgage Loan (the foregoing items (a) through (e) being herein
referred to as the "Permitted Encumbrances"). The related assignment of such
Mortgage executed and delivered in favor of the Trustee is in recordable form
and constitutes a legal, valid and binding assignment, sufficient to convey to
the assignee named therein all of the assignor's right, title and interest in,
to and under such Mortgage. Such Mortgage, together with any separate security
agreements, chattel mortgages or equivalent instruments, establishes and creates
a valid and, subject to the exceptions set forth in paragraph 13 below,
enforceable security interest in favor of the holder thereof in all of the
related Mortgagor's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel



                                       2-1
<PAGE>



or an assisted living facility, the Mortgagor's personal property includes all
personal property that a prudent mortgage lender making a similar Mortgage Loan
would deem reasonably necessary to operate the related Mortgaged Property as it
is currently being operated. A Uniform Commercial Code financing statement has
been filed and/or recorded in all places necessary to perfect a valid security
interest in such personal property, to the extent a security interest may be so
created therein, and such security interest is a first priority security
interest, subject to any prior purchase money security interest in such personal
property and any personal property leases applicable to such personal property.
Notwithstanding the foregoing, no representation is made as to the perfection of
any security interest in rents or other personal property to the extent that
possession or control of such items or actions other than the filing of Uniform
Commercial Code financing statements are required in order to effect such
perfection.

                  5.   Assignment of Leases and Rents. The Assignment of Leases
related to and delivered in connection with each Mortgage Loan establishes and
creates a valid, subsisting and, subject to the exceptions set forth in
paragraph 13 below, enforceable first priority lien and first priority security
interest in the related Mortgagor's interest in all leases, sub-leases, licenses
or other agreements pursuant to which any person is entitled to occupy, use or
possess all or any portion of the real property subject to the related Mortgage,
and each assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases.

                  6.   Mortgage Status; Waivers and Modifications. No Mortgage
has been satisfied, cancelled, rescinded or subordinated in whole or in part,
and the related Mortgaged Property has not been released from the lien of such
Mortgage, in whole or in part (except for partial reconveyances of real property
that are set forth on Schedule A to Exhibit 2), nor has any instrument been
executed that would effect any such satisfaction, cancellation, subordination,
rescission or release, in any manner that, in each case, materially adversely
affects the value of the related Mortgaged Property. None of the terms of any
Mortgage Note, Mortgage or Assignment of Leases has been impaired, waived,
altered or modified in any respect, except by written instruments, all of which
are included in the related Mortgage File.

                  7.   Condition of Property; Condemnation. (i) With respect to
the Mortgaged Properties securing the Mortgage Loans that were the subject of an
engineering report within 18 months prior to the Cut-Off Date as set forth on
Schedule A to this Exhibit 2, each Mortgaged Property is, to the Seller's
knowledge, free and clear of any damage (or adequate reserves therefor have been
established) that would materially and adversely affect its value as security
for the related Mortgage Loan, and (ii) with respect to the Mortgaged Properties
securing the Mortgage Loans that were not the subject of an engineering report
within 18 months prior to the Cut-Off Date as set forth on Schedule A to this
Exhibit 2, each Mortgaged Property is in good repair and condition and all
building systems contained therein are in good working order (or adequate
reserves therefor have been established) and each Mortgaged Property is free of
structural defects, in each case, that would materially and adversely affect its
value as security for the related Mortgage Loan as of the date hereof. The
Seller has received no notice of the commencement of any proceeding for the
condemnation of all or any material portion of any Mortgaged Property. To the
Seller's knowledge (based on surveys and/or title insurance

                                      2-2

<PAGE>


obtained in connection with the origination of the Mortgage Loans), as of the
date of the origination of each Mortgage Loan, all of the material improvements
on the related Mortgaged Property that were considered in determining the
appraised value of the Mortgaged Property lay wholly within the boundaries and
building restriction lines of such property, except for encroachments that are
insured against by the lender's title insurance policy referred to herein or
that do not materially and adversely affect the value or marketability of such
Mortgaged Property, and no improvements on adjoining properties materially
encroached upon such Mortgaged Property so as to materially and adversely affect
the value or marketability of such Mortgaged Property, except those
encroachments that are insured against by the Title Policy referred to herein.

                  8.   Title Insurance. Each Mortgaged Property is covered by an
American Land Title Association (or an equivalent form of) lender's title
insurance policy or a marked-up title insurance commitment (on which the
required premium has been paid) which evidences such title insurance policy (the
"Title Policy") in the original principal amount of the related Mortgage Loan
after all advances of principal. Each Title Policy insures that the related
Mortgage is a valid first priority lien on such Mortgaged Property, subject only
to Permitted Encumbrances. Each Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) is in full force and effect, all premiums
thereon have been paid and no material claims have been made thereunder and no
claims have been paid thereunder. No holder of the related Mortgage has done, by
act or omission, anything that would materially impair the coverage under such
Title Policy. Immediately following the transfer and assignment of the related
Mortgage Loan to the Trustee, such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) will inure to the benefit of the Trustee
without the consent of or notice to the insurer. To the Seller's knowledge, the
insurer issuing such Title Policy is qualified to do business in the
jurisdiction in which the related Mortgaged Property is located.

                  9.   No Holdbacks. The proceeds of each Mortgage Loan have
been fully disbursed and there is no obligation for future advances with respect
thereto. With respect to each Mortgage Loan, any and all requirements as to
completion of any on-site or off-site improvement and as to disbursements of any
funds escrowed for such purpose that were to have been complied with on or
before the Closing Date have been complied with, or any such funds so escrowed
have not been released.

                  10.  Mortgage Provisions. The Mortgage Note or Mortgage for
each Mortgage Loan, together with applicable state law, contains customary and
enforceable provisions (subject to the exceptions set forth in paragraph 13)
such as to render the rights and remedies of the holder thereof adequate for the
practical realization against the related Mortgaged Property of the principal
benefits of the security intended to be provided thereby.

                  11.  Trustee under Deed of Trust. If any Mortgage is a deed of
trust, (1) a trustee, duly qualified under applicable law to serve as such, is
properly designated and serving under such Mortgage, and (2) no fees or expenses
are payable to such trustee by the Seller, the Purchaser or any transferee
thereof except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.


                                      2-3
<PAGE>


                  12.  Environmental Conditions.

                  (i)  With respect to the Mortgaged Properties securing the
                       Mortgage Loans that were the subject of an environmental
                       site assessment within 18 months prior to the Cut-Off
                       Date as set forth on Schedule A to this Exhibit 2, an
                       environmental site assessment, or an update of a previous
                       such report, was performed with respect to each Mortgaged
                       Property in connection with the origination or the sale
                       of the related Mortgage Loan, a report of each such
                       assessment (or the most recent assessment with respect to
                       each Mortgaged Property) (an "Environmental Report") has
                       been delivered to the Purchaser, and the Seller has no
                       knowledge of any material and adverse environmental
                       condition or circumstance affecting any Mortgaged
                       Property that was not disclosed in such report. Each
                       Mortgage requires the related Mortgagor to comply with
                       all applicable federal, state and local environmental
                       laws and regulations. Where such assessment disclosed the
                       existence of a material and adverse environmental
                       condition or circumstance affecting any Mortgaged
                       Property, (i) a party not related to the Mortgagor was
                       identified as the responsible party for such condition or
                       circumstance or (ii) environmental insurance covering
                       such condition was obtained or must be maintained until
                       the condition is remediated or (iii) the related
                       Mortgagor was required either to provide additional
                       security that was deemed to be sufficient by the
                       originator in light of the circumstances and/or to
                       establish an operations and maintenance plan. In the case
                       of each Mortgage Loan set forth on Schedule A to this
                       Exhibit 2, (i) such Mortgage Loan is the subject of a
                       Secured Creditor Impaired Property Policy, issued by the
                       issuer set forth on Schedule A (the "Policy Issuer") and
                       effective as of the date thereof (the "Environmental
                       Insurance Policy"), (ii) the Environmental Insurance
                       Policy is in full force and effect, (iii)(a) a property
                       condition or engineering report was prepared with respect
                       to lead based paint ("LBP"), asbestos containing
                       materials ("ACM") and radon gas ("RG") at each related
                       Mortgaged Property and (b) if such report disclosed the
                       existence of a material and adverse LBP, ACM or RG
                       environmental condition or circumstance affecting the
                       related Mortgaged Property, the related Mortgagor (A) was
                       required to remediate the identified condition prior to
                       closing the Mortgage Loan or provide additional security,
                       or establish with the lender a reserve from loan
                       proceeds, in an amount deemed to be sufficient by the
                       Seller for the remediation of the problem and/or (B)
                       agreed in the Mortgage Loan documents to establish an
                       operations and maintenance plan after the closing of the
                       Mortgage Loan, (iv) on the effective date of the
                       Environmental Insurance Policy, Seller as originator had
                       no knowledge of any material and adverse environmental
                       condition or circumstance affecting the Mortgaged
                       Property (other than the existence of LBP, ACM or RG)
                       that was not disclosed to the Policy Issuer in one or
                       more of the following: (a) the application for insurance,
                       (b) a borrower questionnaire

                                      2-4

<PAGE>


                       that was provided to the Policy Issuer or (c) an
                       engineering or other report provided to the Policy Issuer
                       and (v) the premium of any Environmental Insurance Policy
                       has been paid through the maturity of the policy's term
                       and the term of such policy extends at least five years
                       beyond the maturity of the Mortgage Loan.

                  (ii) With respect to the Mortgaged Properties securing the
                       Mortgage Loans that were not the subject of an
                       environmental site assessment within 18 months prior to
                       the Cut-Off Date as set forth on Schedule A to this
                       Exhibit 2, (i) no Hazardous Material is present on such
                       Mortgaged Property such that (1) the value of such
                       Mortgaged Property is materially and adversely affected
                       or (2) under applicable federal, state or local law, (a)
                       such Hazardous Material could be required to be
                       eliminated at a cost materially and adversely affecting
                       the value of the Mortgaged Property before such Mortgaged
                       Property could be altered, renovated, demolished or
                       transferred or (b) the presence of such Hazardous
                       Material could (upon action by the appropriate
                       governmental authorities) subject the owner of such
                       Mortgaged Property, or the holders of a security interest
                       therein, to liability for the cost of eliminating such
                       Hazardous Material or the hazard created thereby at a
                       cost materially and adversely affecting the value of the
                       Mortgaged Property, and (ii) such Mortgaged Property is
                       in material compliance with all applicable federal, state
                       and local laws pertaining to Hazardous Materials or
                       environmental hazards, any noncompliance with such laws
                       does not have a material adverse effect on the value of
                       such Mortgaged Property and neither Seller nor, to
                       Seller's knowledge, the related Mortgagor or any current
                       tenant thereon, has received any notice of violation or
                       potential violation of any such law.

                       "Hazardous Materials" means gasoline, petroleum products,
                       explosives, radioactive materials, polychlorinated
                       biphenyls or related or similar materials, and any other
                       substance or material as may be defined as a hazardous or
                       toxic substance by any federal, state or local
                       environmental law, ordinance, rule, regulation or order,
                       including without limitation, the Comprehensive
                       Environmental Response, Compensation and Liability Act of
                       1980, as amended (42 U.S.C.ss.ss.9601 et seq.), the
                       Hazardous Materials Transportation Act as amended (42
                       U.S.C.ss.ss.6901 et seq.), the Federal Water Pollution
                       Control Act as amended (33 U.S.C.ss.ss.1251 et seq.), the
                       Clean Air Act (42 U.S.C.ss.ss.1251 et seq.) and any
                       regulations promulgated pursuant thereto.

                  13.  Loan Document Status. Each Mortgage Note, Mortgage and
other agreement that evidences or secures such Mortgage Loan and was executed by
or on behalf of the related Mortgagor is the legal, valid and binding obligation
of the maker thereof (subject to any non-recourse provisions contained in any of
the foregoing agreements and any applicable state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally, and by general


                                      2-5

<PAGE>


principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law) and there is no valid defense, counterclaim or
right of offset or rescission available to the related Mortgagor with respect to
such Mortgage Note, Mortgage or other agreement.

                  14.  Insurance. Each Mortgaged Property is, and is required
pursuant to the related Mortgage, to be insured by (a) a fire and extended
perils insurance policy providing coverage against loss or damage sustained by
reason of fire, lightning, windstorm, hail, explosion, riot, riot attending a
strike, civil commotion, aircraft, vehicles and smoke, and, to the extent
required as of the date of origination by the originator of such Mortgage Loan
consistent with its normal commercial mortgage lending practices, against other
risks insured against by persons operating like properties in the locality of
the Mortgaged Property in an amount not less than the lesser of the principal
balance of the related Mortgage Loan and the replacement cost of the Mortgaged
Property, and contains no provisions for a deduction for depreciation, and not
less than the amount necessary to avoid the operation of any co-insurance
provisions with respect to the Mortgaged Property; (b) a business interruption
or rental loss insurance policy, in an amount at least equal to six months of
operations of the Mortgaged Property; (c) a flood insurance policy (if any
portion of buildings or other structures on the Mortgaged Property are located
in an area identified by the Federal Emergency Management Agency as having
special flood hazards and the Federal Emergency Management Agency requires flood
insurance to be maintained); and (d) a comprehensive general liability insurance
policy in amounts as are generally required by commercial mortgage lenders, and
in any event not less than $1 million per occurrence. Such insurance policy
contains a standard mortgagee clause that names the mortgagee as an additional
insured in the case of liability insurance policies and as a loss payee in the
case of property insurance policies and requires prior notice to the holder of
the Mortgage of termination or cancellation. No such notice has been received,
including any notice of nonpayment of premiums, that has not been cured. Each
Mortgage obligates the related Mortgagor to maintain all such insurance and,
upon such Mortgagor's failure to do so, authorizes the holder of the Mortgage to
maintain such insurance at the Mortgagor's cost and expense and to seek
reimbursement therefor from such Mortgagor. Each Mortgage provides that casualty
insurance proceeds will be applied (a) to the restoration or repair of the
related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Mortgagor, or (c) to the reduction of the principal
amount of the Mortgage Loan.

                  15.  Taxes and Assessments. As of the Closing Date, there are
no delinquent or unpaid taxes, assessments (including assessments payable in
future installments) or other outstanding charges affecting any Mortgaged
Property that are or may become a lien of priority equal to or higher than the
lien of the related Mortgage. For purposes of this representation and warranty,
real property taxes and assessments shall not be considered unpaid until the
date on which interest or penalties would be first payable thereon.

                  16.  Mortgagor Bankruptcy. No Mortgagor is, to the Seller's
knowledge, a debtor in any state or federal bankruptcy or insolvency proceeding.

                  17.  Leasehold Estate. Each Mortgaged Property consists of a
fee simple estate in real estate or, if the related Mortgage Loan is secured in
whole or in part by the interest of a


                                      2-6

<PAGE>


Mortgagor as a lessee under a ground lease of a Mortgaged Property (a "Ground
Lease"), by the related Mortgagor's interest in the Ground Lease but not by the
related fee interest in such Mortgaged Property (the "Fee Interest"), and as to
such Ground Leases:

                  (i)   Such Ground Lease or a memorandum thereof has been or
                        will be duly recorded; such Ground Lease (or the related
                        estoppel letter or lender protection agreement between
                        the Seller and related lessor) does not prohibit the
                        current use of the Mortgaged Property and does not
                        prohibit the interest of the lessee thereunder to be
                        encumbered by the related Mortgage; and there has been
                        no material change in the payment terms of such Ground
                        Lease since the origination of the related Mortgage
                        Loan, with the exception of material changes reflected
                        in written instruments that are a part of the related
                        Mortgage File;

                  (ii)  The lessee's interest in such Ground Lease is not
                        subject to any liens or encumbrances superior to, or of
                        equal priority with, the related Mortgage, other than
                        Permitted Encumbrances;

                  (iii) The Mortgagor's interest in such Ground Lease is
                        assignable to the Purchaser and its successors and
                        assigns upon notice to, but without the consent of, the
                        lessor thereunder (or, if such consent is required, it
                        has been obtained prior to the Closing Date) and, in the
                        event that it is so assigned, is further assignable by
                        the Purchaser and its successors and assigns upon notice
                        to, but without the need to obtain the consent of, such
                        lessor or if such lessor's consent is required it cannot
                        be unreasonably withheld;

                  (iv)  Such Ground Lease is in full force and effect, and the
                        Ground Lease provides that no material amendment to such
                        Ground Lease is binding on a mortgagee unless the
                        mortgagee has consented thereto, and the Seller has
                        received no notice that an event of default has occurred
                        thereunder, and, to the Seller's knowledge, there exists
                        no condition that, but for the passage of time or the
                        giving of notice, or both, would result in an event of
                        default under the terms of such Ground Lease;

                  (v)   Such Ground Lease, or an estoppel letter or other
                        agreement, (A) requires the lessor under such Ground
                        Lease to give notice of any default by the lessee to the
                        holder of the Mortgage; and (B) provides that no notice
                        of termination given under such Ground Lease is
                        effective against the holder of the Mortgage unless a
                        copy of such notice has been delivered to such holder
                        and the lessor has offered or is required to enter into
                        a new lease with such holder on terms that do not
                        materially vary from the economic terms of the Ground
                        Lease.

                  (vi)  A mortgagee is permitted a reasonable opportunity
                        (including, where necessary, sufficient time to gain
                        possession of the interest of the lessee under such
                        Ground Lease) to cure any default under such Ground
                        Lease,

                                      2-7

<PAGE>


                        which is curable after the receipt of notice of any
                        such default, before the lessor thereunder may terminate
                        such Ground Lease;

                  (vii)  Such Ground Lease has an original term (including any
                         extension options set forth therein) which extends not
                         less than twenty years beyond the Stated Maturity Date
                         of the related Mortgage Loan;

                  (viii) Under the terms of such Ground Lease and the related
                         Mortgage, taken together, any related insurance
                         proceeds or condemnation award awarded to the holder of
                         the ground lease interest will be applied either (A) to
                         the repair or restoration of all or part of the related
                         Mortgaged Property, with the mortgagee or a trustee
                         appointed by the related Mortgage having the right to
                         hold and disburse such proceeds as the repair or
                         restoration progresses (except in such cases where a
                         provision entitling a third party to hold and disburse
                         such proceeds would not be viewed as commercially
                         unreasonable by a prudent commercial mortgage lender),
                         or (B) to the payment of the outstanding principal
                         balance of the Mortgage Loan together with any accrued
                         interest thereon; and

                  (ix)   Such Ground Lease does not impose any restrictions on
                         subletting which would be viewed as commercially
                         unreasonable by prudent commercial mortgage lenders
                         lending on a similar Mortgaged Property in the lending
                         area where the Mortgaged Property is located; and such
                         Ground Lease contains a covenant that the lessor
                         thereunder is not permitted, in the absence of an
                         uncured default, to disturb the possession, interest or
                         quiet enjoyment of the lessee thereunder for any
                         reason, or in any manner, which would materially
                         adversely affect the security provided by the related
                         Mortgage.

                  (x)    Such Ground Lease requires the Lessor to enter into a
                         new lease upon termination of such Ground Lease if the
                         Ground Lease is rejected in a bankruptcy proceeding.

                  18.    Escrow Deposits. All escrow deposits and payments
relating to each Mortgage Loan that are, as of the Closing Date, required to be
deposited or paid have been so deposited or paid.

                  19.   LTV Ratio. The gross proceeds of each Mortgage Loan to
the related Mortgagor at origination did not exceed the non-contingent principal
amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an
interest in real property having a fair market value (i) at the date the
Mortgage Loan was originated, at least equal to 80 percent of the original
principal balance of the Mortgage Loan or (ii) at the Closing Date, at least
equal to 80 percent of the principal balance of the Mortgage Loan on such date;
provided that for purposes hereof, the fair market value of the real property
interest must first be reduced by (x) the amount of any lien on the real
property interest that is senior to the Mortgage Loan and (y) a proportionate
amount of any lien that is in parity with the Mortgage Loan (unless such other
lien secures a Mortgage Loan that is cross-collateralized with such Mortgage
Loan, in which event


                                      2-8

<PAGE>


the computation described in clauses (a)(i) and (a)(ii) of this paragraph 19
shall be made on a pro rata basis in accordance with the fair market values of
the Mortgaged Properties securing such cross-collateralized Mortgage Loans); or
(b) substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property that served as the only real property
security for such Mortgage Loan (other than a recourse feature or other third
party credit enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)).

                  20.  Morgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

                  21.  Advancement of Funds by the Seller. No holder of a
Mortgage Loan has advanced funds or induced, solicited or knowingly received any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required by such
Mortgage Loan.

                  22.  No Mechanics' Liens. Each Mortgaged Property is free and
clear of any and all mechanics' and materialmen's liens that are prior or equal
to the lien of the related Mortgage, and no rights are outstanding that under
law could give rise to any such lien that would be prior or equal to the lien of
the related Mortgage except, in each case, for liens insured against by the
Title Policy referred to herein.

                  23.  Compliance with Usury Laws. Each Mortgage Loan complied
with all applicable usury laws in effect at its date of origination.

                  24.  Cross-collateralization. No Mortgage Loan is
cross-collateralized or cross-defaulted with any loan other than one or more
other Mortgage Loans.

                  25.  Releases of Mortgaged Property. Except as described in
the next sentence, no Mortgage Note or Mortgage requires the mortgagee to
release all or any material portion of the related Mortgaged Property that was
included in the appraisal for such Mortgaged Property, and/or generates income
from the lien of the related Mortgage except upon payment in full of all amounts
due under the related Mortgage Loan or in connection with the defeasance
provisions of the related Note and Mortgage. The Mortgages relating to those
Mortgage Loans identified on Schedule A hereto require the mortgagee to grant
releases of portions of the related Mortgaged Properties upon (a) the
satisfaction of certain legal and underwriting requirements and/or (b) the
payment of a release price and prepayment consideration in connection therewith.
Except as described in the first sentence hereof and for those Mortgage Loans
identified on Schedule A, no Mortgage Loan permits the full or partial release
or substitution of collateral unless the mortgagee or servicer can require the
Borrower to provide an opinion of tax counsel to the effect that such release or
substitution of collateral (a) would not constitute a "significant modification"
of such Mortgage Loan within the meaning of Treas. Reg. ss.1.1001-3 and (b)


                                      2-9

<PAGE>


would not cause such Mortgage Loan to fail to be a "qualified mortgage" within
the meaning of Section 860G(a)(3)(A) of the Code.

                  26.  No Equity Participation or Contingent Interest. No
Mortgage Loan contains any equity participation by the lender or provides for
negative amortization (except that the ARD Loan may provide for the accrual of
interest at an increased rate after the Anticipated Repayment Date) or for any
contingent or additional interest in the form of participation in the cash flow
of the related Mortgaged Property.

                  27.  No Material Default. To the Seller's knowledge, there
exists no material default, breach, violation or event of acceleration (and no
event which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller in any of paragraphs 3, 7, 12,
14, 15, 16 and 17 of this Exhibit 2.

                  28.  Inspections. The Seller (or if the Seller is not the
originator, the originator of the Mortgage Loan) has inspected or caused to be
inspected each Mortgaged Property in connection with the origination of the
related Mortgage Loan.

                  29.  Local Law Compliance. Based on due diligence considered
reasonable by prudent commercial mortgage lenders in the lending area where the
Mortgaged Property is located, the improvements located on or forming part of
each Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.

                  30.  Junior Liens. None of the Mortgage Loans permits the
related Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien junior to the lien of the related Mortgage.

                  31.  Actions Concerning Mortgage Loans. To the knowledge of
the Seller, there are no actions, suits or proceedings before any court,
administrative agency or arbitrator concerning any Mortgage Loan, Mortgagor or
related Mortgaged Property that might adversely affect title to the Mortgaged
Property or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.



                                      2-10

<PAGE>


                  32.  Servicing. The servicing and collection practices used by
the Seller or any prior holder or servicer of each Mortgage Loan have been in
all material respects legal, proper and prudent and have met customary industry
standards.

                  33.  Licenses and Permits. To the Seller's knowledge, based on
due diligence that it customarily performs in the origination of comparable
mortgage loans, as of the date of origination of each Mortgage Loan or as of the
date of the sale of the related Mortgage Loan by the Seller hereunder, the
related Mortgagor was in possession of all material licenses, permits and
franchises required by applicable law for the ownership and operation of the
related Mortgaged Property as it was then operated.

                  34.  Assisted Living Facility Regulation. If the Mortgaged
Property is operated as an assisted living facility, to the Seller's knowledge
(a) the related Mortgagor is in compliance in all material respects with all
federal and state laws applicable to the use and operation of the related
Mortgaged Property and (b) if the operator of the Mortgaged Property
participates in Medicare or Medicaid programs, the facility is in compliance in
all material respects with the requirements for participation in such programs.

                  35.  Collateral in Trust. The Mortgage Note for each Mortgage
Loan is not secured by a pledge of any collateral that has not been assigned to
the Purchaser.

                  36.  Due on Sale. Each Mortgage Loan contains a "due on sale"
clause, which provides for the acceleration of the payment of the unpaid
principal balance of the Mortgage Loan if, without prior written consent of the
holder of the Mortgage, the property subject to the Mortgage or any material
portion thereof, or a controlling interest in the related Mortgagor, is
transferred, sold or encumbered by a junior mortgage or deed of trust; provided,
however, that certain Mortgage Loans provide a mechanism for the assumption of
the loan by a third party upon the Mortgagor's satisfaction of certain
conditions precedent, and upon payment of a transfer fee, if any, or transfer of
interests in the Mortgagor or constituent entities of the Mortgagor to a third
party or parties related to the Mortgagor upon the Mortgagor's satisfaction of
certain conditions precedent.

                  37.  Single Purpose Entity. The Mortgagor on each Mortgage
Loan with a Cut-Off Date Principal Balance in excess of $10 million, was, as of
the origination of the Mortgage Loan, a Single Purpose Entity. For this purpose,
a "Single Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one or more of the
Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging
in any business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any assets other than those related to its interest in and operation of
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person, and that it holds itself out as a legal entity, separate
and apart from any other person.


                                      2-11

<PAGE>


                  38.  Non-Recourse Exceptions. The Mortgage Loan documents for
each Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Mortgagor, provided that at least one natural person
(and the Mortgagor if the Mortgagor is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.

                  39.  Defeasance and Assumption Costs. The related Mortgage
Loan Documents provide that the related borrower is responsible for the payment
of all reasonable costs and expenses of the Lender incurred in connection with
the defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and the borrower is required to pay all reasonable costs and expenses
of the Lender associated with the approval of an assumption of such Mortgage
Loan.

                  40.  Defeasance. No Mortgage Loan provides that it can be
defeased prior to the date that is two years after the Closing Date.

                  41.  Prepayment Premiums. As of the applicable date of
origination of each such Mortgage Loan, any prepayment premiums and yield
maintenance charges payable under the terms of the Mortgage Loans, in respect of
voluntary prepayments, constituted customary prepayment premiums and yield
maintenance charges for commercial mortgage loans.

                  42.  Substitution Costs. The related Mortgage Loan Documents
provide that the related borrower is responsible for the payment of all
reasonable costs and expenses of the Lender incurred in connection with the
substitution of the Mortgaged Property.



                                      2-12

<PAGE>


                                   Schedule A

                  Exceptions to Representations and Warranties



<PAGE>


                                   Schedule B

    List of Mortgagors that are Third-Party Beneficiaries Under Section 5(b)


                                      3-1

<PAGE>


                                    EXHIBIT 3

                               PRICING FORMULATION

<TABLE>
<CAPTION>
<S>                                                               <C>
--------------------------------------------------------------------------------------------
Bear Stearns Purchase Price
--------------------------------------------------------------------------------------------
Accrued Interest
--------------------------------------------------------------------------------------------
</TABLE>





                                      3-2

<PAGE>


                                    EXHIBIT 4

                                  BILL OF SALE

                  1.   Parties. The parties to this Bill of Sale are the
following:

                       Seller:         Bear Stearns Funding Inc.
                       Purchaser:      Morgan Stanley Dean Witter Capital I Inc.

                  2.   Sale. For value received, the Seller hereby conveys to
the Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of December 19, 2001 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

                  (a)  All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto payable after the Cut-Off
            Date, all substitute or replacement Mortgage Loans and all
            distributions with respect thereto, and the Mortgage Files;

                  (b)  All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property, and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (a) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (c)  All cash and non-cash proceeds of the collateral
described in clauses (a) and (b) above.

                  3.   PURCHASE PRICE. The amount and other consideration set
forth on Exhibit 3 to the Mortgage Loan Purchase Agreement.

                  4.   DEFINITIONS. Terms used but not defined herein shall have
the meanings assigned to them in the Mortgage Loan Purchase Agreement.


                                      4-1

<PAGE>


                  IN WITNESS WHEREOF, each of the parties hereto has caused this
Bill of Sale to be duly executed and delivered on this 19th day of December,
2001.


SELLER:                                BEAR STEARNS FUNDING INC.



                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:





PURCHASER:                             MORGAN STANLEY DEAN WITTER CAPITAL I INC.



                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:



                                      4-2

<PAGE>


                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY











                                      5-1

<PAGE>


                                   EXHIBIT K-5

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT V


<PAGE>
                        MORTGAGE LOAN PURCHASE AGREEMENT
                                 (MSDWMC LOANS)

                  Mortgage Loan Purchase Agreement ("Agreement"), dated as of
December 19, 2001, between Morgan Stanley Dean Witter Mortgage Capital, Inc.
(the "Seller"), and Morgan Stanley Dean Witter Capital I Inc. (the "Purchaser").

                  The Seller agrees to sell and the Purchaser agrees to purchase
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), to be dated as of December 1, 2001, between the
Purchaser, as depositor, Wells Fargo Bank, National Association, as master
servicer (the "Master Servicer"), GMAC Commercial Mortgage Corporation, as
special servicer (the "Special Servicer"), LaSalle Bank National Association, as
trustee (the "Trustee"), Wells Fargo Bank Minnesota, National Association, as
paying agent and certificate registrar and ABN AMRO Bank N.V., as fiscal agent
(the "Fiscal Agent"). In exchange for the Mortgage Loans and certain other
mortgage loans to be purchased by the Purchaser (collectively the "Other
Mortgage Loans"), the Trust will issue to the Depositor pass-through
certificates to be known as Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001-TOP5 (the
"Certificates"). The Certificates will be issued pursuant to the Pooling and
Servicing Agreement.

                  Capitalized terms used herein but not defined herein shall
have the meanings assigned to them in the Pooling and Servicing Agreement.

                  The Class A-1, Class A-2, Class A-3, Class A-4, Class B and
Class C Certificates (the "Public Certificates") will be sold by the Purchaser
to Morgan Stanley & Co. Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs &
Co. and Wells Fargo Brokerage Services, LLC (the "Underwriters"), pursuant to an
Underwriting Agreement, between the Purchaser and the Underwriters, dated
December 19, 2001 (the "Underwriting Agreement"), and the Class X-1, Class X-2,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class R-I, Class R-II and Class R-III Certificates (the "Private
Certificates") will be sold by the Purchaser to Morgan Stanley & Co.
Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs & Co. and Wells Fargo
Brokerage Services, LLC (the "Initial Purchasers") pursuant to a Certificate
Purchase Agreement, between the Purchaser and the Initial Purchasers, dated
December 19, 2001 (the "Certificate Purchase Agreement"). The Underwriters will
offer the Public Certificates for sale publicly pursuant to a Prospectus dated
October 9, 2001, as supplemented by a Prospectus Supplement dated December 19,
2001 (together, the "Prospectus Supplement"), and the Initial Purchasers will
offer the Private Certificates for sale in transactions exempt from the
registration requirements of the Securities Act of 1933 pursuant to a Private
Placement Memorandum dated December 19, 2001 (the "Memorandum").

                  In consideration of the mutual agreements contained herein,
the Seller and the Purchaser hereby agree as follows:

                  SECTION 1. Agreement to Purchase. The Seller agrees to sell,
and the Purchaser agrees to purchase, on a servicing released basis, the
Mortgage Loans identified on the

<PAGE>


schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such
schedule may be amended to reflect the actual Mortgage Loans accepted by the
Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the
Mortgage Loans is December 1, 2001. The Mortgage Loans will have an aggregate
principal balance as of the close of business on the Cut-Off Date, after giving
effect to any payments due on or before such date, whether or not received, of
$287,858,700. The sale of the Mortgage Loans shall take place on December 27,
2001 or such other date as shall be mutually acceptable to the parties hereto
(the "Closing Date"). The purchase price to be paid by the Purchaser for the
Mortgage Loans shall equal the amount set forth as such purchase price on
Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire
transfer in immediately available funds on the Closing Date.

                  On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 14), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 14).

                  SECTION 2. Conveyance of Mortgage Loans. Effective as of the
Closing Date, subject only to receipt of the consideration referred to in
Section 1 hereof and the satisfaction of the conditions specified in Sections 6
and 7 hereof, the Seller does hereby transfer, assign, set over and otherwise
convey to the Purchaser, without recourse, all the right, title and interest of
the Seller in and to the Mortgage Loans identified on the Mortgage Loan Schedule
as of the Closing Date. The Mortgage Loan Schedule, as it may be amended from
time to time on or prior to the Closing Date, shall conform to the requirements
of this Agreement and the Pooling and Servicing Agreement. In connection with
such transfer and assignment, the Seller shall deliver to or on behalf of the
Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for each Mortgage Loan and on
or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 5 in favor of
the Trustee 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 Pooling and Servicing Agreement and any
intervening assignments with evidence of recording thereon that are required to
be included in the Mortgage Files (so long as original counterparts have
previously been delivered to the Trustee). The Seller agrees to reasonably
cooperate with the Trustee and the Special Servicer in connection with any
additional powers of attorney or revisions thereto that are requested by such
parties for purposes of such recordation. The parties hereto agree that no such
power of attorney shall be used with respect to any Mortgage Loan by or under
authorization by any party hereto except to the extent that the absence of a
document described in the second preceding sentence with respect to such
Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180
days following the delivery of notice of such absence to the Seller, but in no
event earlier than 18 months from the Closing Date, and (ii) the date (if any)
on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Trustee shall submit such documents, at the Seller's expense, after the periods
set forth above, provided, however, the Trustee shall not submit such
assignments for recording if the Seller produces evidence that it has sent any
such assignment for recording and certifies that the Seller is awaiting its
return from the applicable recording office. In addition, not later than the
30th day following the Closing Date, the Seller shall deliver to or on behalf of


                                       2

<PAGE>


the Trustee each of the remaining documents or instruments specified below (with
such exceptions as are permitted by this Section) with respect to each Mortgage
Loan (each, a "Mortgage File"). (The Seller acknowledges that the term "without
recourse" does not modify the duties of the Seller under Section 5 hereof.)

                  All Mortgage Files, or portions thereof, delivered prior to
the Closing Date are to be held by or on behalf of the Trustee in escrow on
behalf of the Seller at all times prior to the Closing Date. The Mortgage Files
shall be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

                  (a    The original Mortgage Note bearing all intervening
endorsements, 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 2001-TOP5, 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;

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

                  (c)   The originals of all agreements modifying a Money Term
or other material modification, consolidation and extension agreements, if any,
with evidence of recording thereon, or if any such original modification,
consolidation or extension agreement has been delivered to the appropriate
recording office for recordation and either has not yet been returned on or
prior to the 45th day following the Closing Date with evidence of recordation
thereon or has been lost after recordation, a true copy of such modification,
consolidation or extension certified by the Seller together with (i) in the case
of a delay caused by the public recording office, an Officer's Certificate of
the Seller stating that such original modification, consolidation or extension
agreement has been dispatched or sent to the appropriate public recording
official for recordation or (ii) in the case of an original modification,
consolidation or extension agreement that has been lost after recordation, a
certification by the appropriate county recording office where such document is
recorded that such copy is a true and complete copy of the original recorded
modification, consolidation or extension agreement, and the originals of all
assumption agreements, if any;


                                       3
<PAGE>


                  (d)   An original Assignment of Mortgage for each Mortgage
Loan, in form and substance acceptable for recording, 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 2001-TOP5";

                  (e)   Originals of all intervening assignments of Mortgage, if
any, with evidence of recording thereon or, if such original assignments of
Mortgage have been delivered to the appropriate recorder's office for
recordation, certified true copies of such assignments of Mortgage certified by
the Seller, or in the case of an original blanket intervening assignment of
Mortgage retained by the Seller, a copy thereof certified by the Seller or, if
any original intervening assignment of Mortgage has not yet been returned on or
prior to the 45th day following the Closing Date from the applicable recording
office or has been lost, a true and correct copy thereof, together with (i) in
the case of a delay caused by the public recording office, an Officer's
Certificate of the Seller stating that such original intervening assignment of
Mortgage has been sent to the appropriate public recording official for
recordation or (ii) in the case of an original intervening Assignment of
Mortgage that has been lost after recordation, a certification by the
appropriate county recording office where such assignment is recorded that such
copy is a true and complete copy of the original recorded intervening Assignment
of Mortgage;

                  (f)   If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment of Leases has not been returned on or prior to
the 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 (i) an original of each assignment of such Assignment of Leases
with evidence of recording thereon and showing a complete recorded chain of
assignment from the named assignee to the holder of record, and if any such
assignment of such Assignment of Leases has not been returned from the
applicable public recording office, a copy of such assignment certified by the
Seller to be a true and complete copy of the original assignment submitted for
recording, and (ii) an original assignment of such Assignment of Leases, in
recordable form, signed by the holder of record in favor of "LaSalle Bank
National Association, as Trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001-TOP5," which
assignment may be effected in the related Assignment of Mortgage;

                  (g)   The original of each guaranty, if any, constituting
additional security for the repayment of such Mortgage Loan;

                  (h)   The original Title Insurance Policy, or in the event
such original Title Insurance Policy has not been issued, an original binder 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;

                  (i)   (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;



                                       4
<PAGE>


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

                  (k)   Copies of any loan agreements, lock-box agreements and
intercreditor agreements (including, without limitation, the Intercreditor
Agreement) (and a copy (that is, not an original) of the mortgage note
evidencing the related B Note), if any, related to any Mortgage Loan;

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

                  (m)   The original environmental indemnity agreement, if any,
related to any Mortgage Loan;

                  (n)   Third-party management agreements for hotels and
mortgage properties securing Mortgage Loans with a Cut-Off Date principal
balance equal to or greater than $20,000,000;

                  (o)   Any Environmental Insurance Policy; and

                  (p)   Any affidavit and indemnification agreement.

                  The original of each letter of credit referred to in clause
(l) above shall be delivered to the Primary Servicer, the Master Servicer or the
Trustee (as the case may be) within



                                       5
<PAGE>


45 days of the Closing Date. In addition, a copy of any ground lease shall be
delivered to the Primary Servicer within 30 days of the Closing Date. Any
failure to deliver any ground lease shall constitute a document defect.

                  "Officer's Certificate" shall mean a certificate signed by one
or more of the Chairman of the Board, any Vice Chairman, the President, any
Senior Vice President, any Vice President, any Assistant Vice President, any
Treasurer or any Assistant Treasurer.

                  The Assignments of Mortgage and assignment of Assignment of
Leases referred to in clauses (d), (e) and (f) may be in the form of a single
instrument assigning the Mortgage and the Assignment of Leases to the extent
permitted by applicable law. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the
mortgages) and assignments of UCC financing statements, the Seller shall
execute, in accordance with the third succeeding paragraph, the assignments of
mortgages, the assignments of leases (to the extent separate from the mortgages)
and the assignments of UCC financing statements relating to the Mortgage Loans
naming the Trustee on behalf of the Certificateholders as assignee.
Notwithstanding the fact that such assignments of mortgages, assignments of
leases (to the extent separate from the assignments of mortgages) and
assignments of UCC financing statements shall name the Trustee on behalf of the
Certificateholders as the assignee, the parties hereto acknowledge and agree
that the Mortgage Loans shall for all purposes be deemed to have been
transferred from the Seller to the Purchaser and from the Purchaser to the
Trustee on behalf of the Certificateholders.

                  If the Seller cannot deliver, or cause to be delivered, as to
any Mortgage Loan, any of the documents and/or instruments referred to in
clauses (b), (c), (e) or (f), with evidence of recording thereon, solely because
of a delay caused by the public recording office where such document or
instrument has been delivered for recordation within such 45 day period, but the
Seller delivers a photocopy thereof (certified by the appropriate county
recorder's office to be a true and complete copy of the original thereof
submitted for recording), to the Trustee within such 45 day period, the Seller
shall then deliver within 90 days after the Closing Date the recorded document
(or within such longer period after the Closing Date as the Trustee may consent
to, which consent shall not be unreasonably withheld so long as the Seller is,
as certified in writing to the Trustee no less often than monthly, in good faith
attempting to obtain from the appropriate county recorder's office such original
or photocopy).

                  The Trustee, as assignee or transferee of the Purchaser, shall
be entitled to all scheduled payments of principal due thereon after the Cut-Off
Date, all other payments of principal collected after the Cut-Off Date (other
than scheduled payments of principal due on or before the Cut-Off Date), and all
payments of interest on the Mortgage Loans allocable to the period commencing on
the Cut-Off Date. All scheduled payments of principal and interest due on or
before the Cut-Off Date and collected after the Cut-Off Date shall belong to the
Seller.

                  Within 45 days following the Closing Date, the Seller shall
deliver and the Purchaser, the Trustee or the agents of either may submit or
cause to be submitted for recordation at the expense of the Seller, in the
appropriate public office for real property records, each assignment referred to
in clauses (d) and (f)(ii) above. Within 90 days following the


                                       6

<PAGE>


Closing Date, the Seller shall deliver and the Purchaser, the Trustee or the
agents of either may submit or cause to be submitted for filing, at the expense
of the Seller, in the appropriate public office for Uniform Commercial Code
financing statements, the assignment referred to in clause (i) above. If any
such document or instrument is lost or returned unrecorded or unfiled, as the
case may be, because of a defect therein, the Seller shall prepare a substitute
therefor or cure such defect, and the Seller shall, at its own expense (except
in the case of a document or instrument that is lost by the Trustee), record or
file, as the case may be, and deliver such document or instrument in accordance
with this Section 2.

                  Documents that are in the possession of the Seller, its agents
or its subcontractors that relate to the Mortgage Loans and that are not
required to be delivered to the Trustee shall be shipped by the Seller to or at
the direction of the Master Servicer, on behalf of the Purchaser, on or prior to
the 75th day after the Closing Date, in accordance with Section 3.1 of the
Primary Servicing Agreement, if applicable.

                  The documents required to be delivered to the Master Servicer
(or in the alternative, the Primary Servicer) shall include, to the extent
required to be (and actually) delivered to the Seller pursuant to the applicable
Mortgage Loan documents, copies of the following items: the Mortgage Note, any
Mortgage, the Assignment of Leases and the Assignment of Mortgage, any
guaranty/indemnity agreement, any loan agreement, the insurance policies or
certificates, as applicable, the property inspection reports, any financial
statements on the property, any escrow analysis, the tax bills, the Appraisal,
the environmental report, the engineering report, the asset summary, financial
information on the Borrower/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 Primary Servicer shall be deemed a
delivery to the Master Servicer and satisfy Seller's obligations under this
sub-paragraph.

                  Upon the sale of the Mortgage Loans by the Seller to the
Purchaser pursuant to this Agreement, the ownership of each Mortgage Note,
Mortgage and the other contents of the related Mortgage File shall be vested in
the Purchaser and its assigns, and the ownership of all records and documents
with respect to the related Mortgage Loan prepared by or that come into the
possession of the Seller shall immediately vest in the Purchaser and its
assigns, and shall be delivered promptly by the Seller to or on behalf of either
the Trustee or the Master Servicer as set forth herein, subject to the
requirements of the Primary Servicing Agreement. The Seller's and Purchaser's
records shall reflect the transfer of each Mortgage Loan from the Seller to the
Purchaser and its assigns as a sale.

                  It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans and related property to the Purchaser by the
Seller as provided in this Section 2 be, and be construed as, an absolute sale
of the Mortgage Loans and related property. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property are held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:


                                       7
<PAGE>


                  (i)   this Agreement shall be deemed to be a security
agreement; and

                  (ii)  the conveyance provided for in this Section 2 shall be
deemed to be a grant by the Seller to the Purchaser of a security interest in
all of the Seller's right, title, and interest, whether now owned or hereafter
acquired, in and to:

                        (A)  All accounts, general intangibles, chattel paper,
                  instruments, documents, money, deposit accounts, certificates
                  of deposit, goods, letters of credit, advices of credit and
                  investment property consisting of, arising from or relating to
                  any of the following property: the Mortgage Loans identified
                  on the Mortgage Loan Schedule, including the related Mortgage
                  Notes, Mortgages, security agreements, and title, hazard and
                  other insurance policies, all distributions with respect
                  thereto payable after the Cut-Off Date, all substitute or
                  replacement Mortgage Loans and all distributions with respect
                  thereto, and the Mortgage Files;

                        (B)  All accounts, general intangibles, chattel paper,
                  instruments, documents, money, deposit accounts, certificates
                  of deposit, goods, letters of credit, advices of credit,
                  investment property and other rights arising from or by virtue
                  of the disposition of, or collections with respect to, or
                  insurance proceeds payable with respect to, or claims against
                  other Persons with respect to, all or any part of the
                  collateral described in clause (A) above (including any
                  accrued discount realized on liquidation of any investment
                  purchased at a discount); and

                        (C)  All cash and non-cash proceeds of the collateral
                  described in clauses (A) and (B) above.

                  The possession by the Purchaser or its designee of the
Mortgage Notes, the Mortgages, and such other goods, letters of credit, advices
of credit, instruments, money, documents, chattel paper or certificated
securities shall be deemed to be possession by the secured party or possession
by a purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

                  Notifications to Persons holding such property, and
acknowledgments, receipts, or confirmations from persons holding such property,
shall be deemed to be notifications to, or acknowledgments, receipts or
confirmations from, securities intermediaries, bailees or agents of, or Persons
holding for, the Purchaser or its designee, as applicable, for the purpose of
perfecting such security interest under applicable law.

                  The Seller shall, to the extent consistent with this
Agreement, take such reasonable actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the property
described above, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Agreement. In such case, the Seller shall
file all filings necessary to



                                       8
<PAGE>


maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

                  Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) required to be delivered to or on behalf of the Trustee or the Master
Servicer pursuant to this Section 2 on or before the Closing Date is not so
delivered, or is not properly executed or is defective on its face, and the
Purchaser's acceptance of the related Mortgage Loan on the Closing Date shall in
no way constitute a waiver of such omission or defect or of the Purchaser's or
its successors' and assigns' rights in respect thereof pursuant to Section 5.

                  SECTION 3. Examination of Mortgage Files and Due Diligence
Review. The Seller shall (i) deliver to the Purchaser on or before the Closing
Date a diskette acceptable to the Purchaser that contains such information about
the Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver
to the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

                  On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, each Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller during normal
business hours and shall not be conducted in a manner that is disruptive to the
Seller's normal business operations upon reasonable prior advance notice. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, each Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master



                                       9
<PAGE>


Servicer or Primary Servicer, if applicable, with any additional information
identified by the Master Servicer or Primary Servicer, if applicable, as
necessary to complete the CMSA Property File, to the extent that such
information is available.

                  The Purchaser may exercise any of its rights hereunder through
one or more designees or agents; provided the Purchaser has provided the Seller
with prior notice of the identity of such designee or agent.

                  The Purchaser shall keep confidential any information
regarding the Seller and the Mortgage Loans that has been delivered into the
Purchaser's possession and that is not otherwise publicly available; provided,
however, that such information shall not be kept confidential (and the right to
require confidentiality under any confidentiality agreement is hereby waived) to
the extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

                  SECTION 4. Representations and Warranties of the Seller and
the Purchaser.

                  (a)   To induce the Purchaser to enter into this Agreement,
the Seller hereby makes for the benefit of the Purchaser and its assigns with
respect to each Mortgage Loan as of the date hereof (or as of such other date
specifically set forth in the particular representation and warranty) each of
the representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:

                  (i)   The Seller is duly organized and is validly existing as
            a corporation in good standing under the laws of the State of
            Delaware. The Seller has the requisite power and authority and legal
            right to own the Mortgage Loans and to transfer and convey the
            Mortgage Loans to the Purchaser and has the requisite power and
            authority to execute and deliver, engage in the transactions
            contemplated by, and perform and observe the terms and conditions
            of, this Agreement.


                                       10
<PAGE>


                  (ii)  This Agreement has been duly and validly authorized,
            executed and delivered by the Seller, and assuming the due
            authorization, execution and delivery hereof by the Purchaser, this
            Agreement constitutes the valid, legal and binding agreement of the
            Seller, enforceable in accordance with its terms, except as such
            enforcement may be limited by (A) laws relating to bankruptcy,
            insolvency, reorganization, receivership or moratorium, (B) other
            laws relating to or affecting the rights of creditors generally, (C)
            general equity principles (regardless of whether such enforcement is
            considered in a proceeding in equity or at law) or (D) public policy
            considerations underlying the securities laws, to the extent that
            such public policy considerations limit the enforceability of the
            provisions of this Agreement that purport to provide indemnification
            from liabilities under applicable securities laws.

                  (iii) No consent, approval, authorization or order of,
            registration or filing with, or notice to, any governmental
            authority or court is required, under federal or state law, for the
            execution, delivery and performance of or compliance by the Seller
            with this Agreement, or the consummation by the Seller of any
            transaction contemplated hereby, other than (1) such qualifications
            as may be required under state securities or blue sky laws, (2) the
            filing or recording of financing statements, instruments of
            assignment and other similar documents necessary in connection with
            the Seller's sale of the Mortgage Loans to the Purchaser, (3) such
            consents, approvals, authorizations, qualifications, registrations,
            filings or notices as have been obtained and (4) where the lack of
            such consent, approval, authorization, qualification, registration,
            filing or notice would not have a material adverse effect on the
            performance by the Seller under this Agreement.

                  (iv)  Neither the transfer of the Mortgage Loans to the
            Purchaser, nor the execution, delivery or performance of this
            Agreement by the Seller, conflicts or will conflict with, results or
            will result in a breach of, or constitutes or will constitute a
            default under (A) any term or provision of the Seller's articles of
            organization or by-laws, (B) any term or provision of any material
            agreement, contract, instrument or indenture to which the Seller is
            a party or by which it or any of its assets is bound or results in
            the creation or imposition of any lien, charge or encumbrance upon
            any of its property pursuant to the terms of any such indenture,
            mortgage, contract or other instrument, other than pursuant to this
            Agreement, or (C) after giving effect to the consents or taking of
            the actions contemplated in subsection (iii), any law, rule,
            regulation, order, judgment, writ, injunction or decree of any court
            or governmental authority having jurisdiction over the Seller or its
            assets, except where in any of the instances contemplated by clauses
            (B) or (C) above, any conflict, breach or default, or creation or
            imposition of any lien, charge or encumbrance, will not have a
            material adverse effect on the consummation of the transactions
            contemplated hereby by the Seller or its ability to perform its
            obligations and duties hereunder or result in any material adverse
            change in the business, operations, financial condition, properties
            or assets of the Seller, or in any material impairment of the right
            or ability of the Seller to carry on its business substantially as
            now conducted.

                  (v)   There are no actions or proceedings against, or
            investigations of, the Seller pending or, to the Seller's knowledge,
            threatened in writing against the Seller before any court,
            administrative agency or other tribunal, the outcome of which could
            reasonably be expected to materially and adversely affect the
            transfer of the Mortgage Loans to the



                                       11
<PAGE>


            Purchaser or the execution or delivery by, or enforceability
            against, the Seller of this Agreement or have an effect on the
            financial condition of the Seller that would materially and
            adversely affect the ability of the Seller to perform its
            obligations under this Agreement.

                  (vi)  On the Closing Date, the sale of the Mortgage Loans
            pursuant to this Agreement will effect a transfer by the Seller of
            all of its right, title and interest in and to the Mortgage Loans to
            the Purchaser.

                  (vii) To the Seller's knowledge, the Seller's Information (as
            defined in that certain indemnification agreement, dated December
            19, 2001, between the Seller, the Purchaser, the Underwriters and
            the Initial Purchasers (the "Indemnification Agreement")) relating
            to the Mortgage Loans does not contain any untrue statement of a
            material fact or omit to state a material fact necessary to make the
            statements therein, in the light of the circumstances under which
            they were made, not misleading. Notwithstanding anything contained
            herein to the contrary, this subparagraph (vii) shall run
            exclusively to the benefit of the Purchaser and no other party.

                  To induce the Purchaser to enter into this Agreement, the
Seller hereby covenants that the foregoing representations and warranties and
those set forth on Exhibit 2 hereto will be true and correct in all material
respects on and as of the Closing Date with the same effect as if made on the
Closing Date.

                  Each of the representations, warranties and covenants made by
the Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

                  (b)   To induce the Seller to enter into this Agreement, the
Purchaser hereby represents and warrants to the Seller as of the date hereof:

                  (i)   The Purchaser is a corporation duly organized, validly
            existing, and in good standing under the laws of the State of
            Delaware with full power and authority to carry on its business as
            presently conducted by it.

                  (ii)  The Purchaser has full power and authority to acquire
            the Mortgage Loans, to execute and deliver this Agreement and to
            enter into and consummate all transactions contemplated by this
            Agreement. The Purchaser has duly and validly authorized the
            execution, delivery and performance of this Agreement and has
            duly and validly executed and delivered this Agreement. This
            Agreement, assuming due authorization, execution and delivery by
            the Seller, constitutes the valid and binding obligation of the
            Purchaser, enforceable against it in accordance with its terms,
            except as such enforceability may be limited by bankruptcy,
            insolvency, reorganization, moratorium and other similar laws
            affecting the enforcement of creditors' rights generally and by
            general principles of equity, regardless of whether such
            enforcement is considered in a proceeding in equity or at law.



                                       12
<PAGE>


                  (iii) No consent, approval, authorization or order of,
            registration or filing with, or notice to, any governmental
            authority or court is required, under federal or state law, for the
            execution, delivery and performance of or compliance by the
            Purchaser with this Agreement, or the consummation by the Purchaser
            of any transaction contemplated hereby that has not been obtained or
            made by the Purchaser.

                  (iv)  Neither the purchase of the Mortgage Loans nor the
            execution, delivery and performance of this Agreement by the
            Purchaser will violate the Purchaser's certificate of incorporation
            or by-laws or constitute a default (or an event that, with notice or
            lapse of time or both, would constitute a default) under, or result
            in a breach of, any material agreement, contract, instrument or
            indenture to which the Purchaser is a party or that may be
            applicable to the Purchaser or its assets.

                  (v)   The Purchaser's execution and delivery of this Agreement
            and its performance and compliance with the terms of this Agreement
            will not constitute a violation of any law, rule, writ, injunction,
            order or decree of any court, or order or regulation of any federal,
            state or municipal government agency having jurisdiction over the
            Purchaser or its assets, which violation could materially and
            adversely affect the condition (financial or otherwise) or the
            operation of the Purchaser or its assets or could materially and
            adversely affect its ability to perform its obligations and duties
            hereunder.

                  (vi)  There are no actions or proceedings against, or
            investigations of, the Purchaser pending or, to the Purchaser's
            knowledge, threatened against the Purchaser before any court,
            administrative agency or other tribunal, the outcome of which could
            reasonably be expected to adversely affect the transfer of the
            Mortgage Loans, the issuance of the Certificates, the execution,
            delivery or enforceability of this Agreement or have an effect on
            the financial condition of the Purchaser that would materially and
            adversely affect the ability of the Purchaser to perform its
            obligation under this Agreement.

                  (vii) The Purchaser has not dealt with any broker, investment
            banker, agent or other person, other than the Seller, the
            Underwriters, the Initial Purchasers and their respective
            affiliates, that may be entitled to any commission or compensation
            in connection with the sale of the Mortgage Loans or consummation of
            any of the transactions contemplated hereby.

                  To induce the Seller to enter into this Agreement, the
Purchaser hereby covenants that the foregoing representations and warranties
will be true and correct in all material respects on and as of the Closing Date
with the same effect as if made on the Closing Date.

                  Each of the representations and warranties made by the
Purchaser pursuant to this Section 4(b) shall survive the purchase of the
Mortgage Loans.



                                       13
<PAGE>


                  SECTION 5. Remedies Upon Breach of Representations and
Warranties Made by the Seller.

                  (a)   It is hereby acknowledged that the Seller shall make for
the benefit of the Trustee on behalf of the holders of the Certificates, whether
directly or by way of the Purchaser's assignment of its rights hereunder to the
Trustee, the representations and warranties set forth on Exhibit 2 hereto (each
as of the date hereof unless otherwise specified).

                  (b)   It is hereby further acknowledged that if any document
required to be delivered to the Trustee pursuant to Section 2 is not delivered
as and when required, not properly executed or is defective on its face, or if
there is a breach of any of the representations and warranties required to be
made by the Seller regarding the characteristics of the Mortgage Loans or the
related Mortgaged Properties as set forth in Exhibit 2 hereto, and in either
case such defect or breach, either (i) materially and adversely affects the
interests of the holders of the Certificates in the related Mortgage Loan, or
(ii) both (A) the document defect or breach materially and adversely affects the
value of the Mortgage Loan and (B) the Mortgage Loan is a Specially Serviced
Mortgage Loan or Rehabilitated Mortgage Loan (such a document defect described
in the preceding clause (i) or (ii), a "Material Document Defect" and such a
breach described in the preceding clause (i) or (ii) a "Material Breach"), the
party discovering such Material Document Defect or Material Breach shall
promptly notify the other parties; provided that any breach of the
representation and warranty contained in paragraph (41) of such Exhibit 2 shall
constitute a Material Breach only if such prepayment premium or yield
maintenance charge is not deemed "customary" for commercial mortgage loans as
evidenced by (i) an opinion of tax counsel to such effect or (ii) a
determination by the Internal Revenue Service that such provision is not
customary. Promptly (but in any event within three Business Days) upon becoming
aware of any such Material Document Defect or Material Breach, the Master
Servicer shall, and the Special Servicer may, request that the Seller, not later
than 85 days from the Seller's receipt of the notice of such Material Document
Defect or Material Breach, cure such Material Document Defect or Material
Breach, as the case may be, in all material respects; provided, however, that if
such Material Document Defect or Material Breach, as the case may be, cannot be
corrected or cured in all material respects within such 85-day period, and such
Material Document Defect or Material Breach would not cause the Mortgage Loan to
be other than a "qualified mortgage"(as defined in the Code) but the Seller is
diligently attempting to effect such correction or cure, as certified by the
Seller in an Officer's Certificate delivered to the Trustee, then the cure
period will be extended for an additional 90 days unless, solely in the case of
a Material Document Defect, (x) the Mortgage Loan is then a Specially Serviced
Mortgage Loan and a Servicing Transfer Event has occurred as a result of a
monetary default or as described in clause (ii) or clause (v) of the definition
of "Servicing Transfer Event" in the Pooling and Servicing Agreement and (y) the
Material Document Defect was identified in a certification delivered to the
Seller by the Trustee pursuant to Section 2.2 of the Pooling and Servicing
Agreement not less than 85 days prior to the delivery of the notice of such
Material Document Defect. The parties acknowledge that neither delivery of a
certification or schedule of exceptions to the Seller pursuant to Section 2.2 of
the Pooling and Servicing Agreement or otherwise nor possession of such
certification or schedule by the Seller shall, in and of itself, constitute
delivery of notice of any Material Document Defect or knowledge or awareness by
the Seller of any Material Document Defect listed therein.


                                       14
<PAGE>


                  The Seller hereby covenants and agrees that, if any such
Material Document Defect or Material Breach cannot be corrected or cured within
the above cure periods, the Seller shall, on or before the termination of such
cure periods, either (i) repurchase the related Mortgage Loan or REO Mortgage
Loan from the Purchaser or its assignee at the Purchase Price as defined in the
Pooling and Servicing Agreement, or (ii) if within the 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 its option replace any Mortgage Loan or REO Mortgage Loan to
which such defect relates with a Qualifying Substitute Mortgage Loan. If such
defect would cause the Mortgage Loan to be other than a "qualified mortgage" (as
defined in the Code), then notwithstanding the previous sentence, repurchase or
substitution must occur within 85 days from the date the Seller was notified of
the defect. The Seller agrees that any such substitution shall be completed in
accordance with the terms and conditions of the Pooling and Servicing Agreement.

                  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, (A) the Seller provides a
Nondisqualification Opinion to the Trustee at the expense of the Seller if, in
the reasonable business judgement of the Trustee, it would be usual and
customary in accordance with industry practice to obtain a Nondisqualification
Opinion 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 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 Loans(s)) set forth in Appendix A 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 A to the
Final Prospectus Supplement plus 10% and (B) the loan-to-value ratio for all
such Crossed Mortgage Loans (including the Affected Loans(s)), at the time of
repurchase or replacement. The determination of the Master Servicer as to
whether the conditions set forth above have been satisfied shall be conclusive
and binding in the absence of manifest error. The Master Servicer will be
entitled to cause to be delivered, or direct the Seller to (in which case the
Seller shall) cause to be delivered to the Master Servicer, an Appraisal of any
or all of the related Mortgaged Properties for purposes of



                                       15
<PAGE>


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 (as assignee of the Purchaser) continues to hold any Crossed
Mortgage Loan, the Seller and the Purchaser hereby agree to forebear from
enforcing any remedies against the other's Primary Collateral but may exercise
remedies against the Primary Collateral securing their respective Mortgage
Loans, including with respect to the Trustee, the Primary Collateral securing
the Mortgage Loans still held by the Trustee, so long as such exercise does not
impair the ability of the other party to exercise its remedies against its
Primary Collateral. If the exercise of remedies by one party would impair the
ability of the other party to exercise its remedies with respect to the Primary
Collateral securing the Mortgage Loan or Mortgage Loans held by such party, then
both parties shall forbear from exercising such remedies until the loan
documents evidencing and securing the relevant Mortgage Loans can be modified in
a manner that complies with the Pooling and Servicing Agreement to remove the
threat of impairment as a result of the exercise of remedies. Any reserve or
other cash collateral or letters of credit securing the Cross-Collateralized
Loans shall be allocated between such Mortgage Loans in accordance with the
Mortgage Loan documents, or otherwise on a pro rata basis based upon their
outstanding Principal Balances. All other terms of the Mortgage Loans shall
remain in full force and effect, without any modification thereof. The
Mortgagors set forth on Schedule B hereto are intended third-party beneficiaries
of the provisions set forth in this paragraph and the preceding paragraph. The
provisions of this paragraph and the preceding paragraph may not be modified
with respect to any Mortgage Loan without the related Mortgagor's consent.

                  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 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 (h) of the definition of Mortgage File. If any of the
foregoing Material Document Defects is discovered by the Custodian (or the
Trustee if there is no Custodian), the Trustee (or as set forth in Section
2.3(a) of the Pooling and Servicing Agreement, the Master Servicer) will take
the steps described elsewhere in this Section, including the giving of notices
to the Rating Agencies and the parties hereto and making demand upon the Seller
for the cure of the Material Document Defect or repurchase or replacement of the
related Mortgage Loan.

                  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 from the Purchaser or its
assignee or (iii) to replace such Mortgage Loan with a Qualifying Substitute
Mortgage Loan, each in accordance with this Agreement, then provided that (i)
the



                                       16
<PAGE>


period of time provided for the Seller to correct, repurchase or cure has
expired and (ii) the Mortgage Loan is then in default and is then a Specially
Serviced Mortgage Loan, the Special Servicer may, subject to the Servicing
Standard, modify, work-out or foreclose, sell or otherwise liquidate (or permit
the liquidation of) the Mortgage Loan pursuant to Section 9.5, Section 9.12,
Section 9.15 and Section 9.36, as applicable, of the Pooling and Servicing
Agreement, while pursuing the repurchase claim. The Seller acknowledges and
agrees that any modification of the Mortgage Loan pursuant to a work-out shall
not constitute a defense to any repurchase claim nor shall such modification and
work-out change the Purchase Price due from the Seller for any repurchase claim.
In the event of any such modification and work-out, the Seller shall be
obligated to repurchase the Mortgage Loan as modified and 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 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 of the Pooling and Servicing Agreement and (ii) the
Special Servicer of any offer that it receives to purchase the applicable REO
Property, each in connection with such liquidation. Upon the receipt of such
notice by the Seller, the Seller shall then have the right 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 in this Agreement or in the Pooling and
Servicing Agreement, the right of any Option Holder to purchase such Mortgage
Loan shall be subject and subordinate to the Seller's right to purchase such
Mortgage Loan as described in the immediately preceding sentence. The Seller
shall have five (5) Business Days to notify the Trustee or Special Servicer, as
applicable, of its intent to so purchase the Mortgage Loan or related REO
Property from the date that it was notified of such intention to exercise such
Option or of such offer. The Special Servicer shall be obligated to provide the
Seller with any appraisal or other third party reports relating to the Mortgaged
Property within its possession to enable the Seller to evaluate the Mortgage
Loan or REO Property. Any sale of the Mortgage Loan, or foreclosure upon such
Mortgage Loan and sale of the REO Property, to a Person other than the Seller
shall be without (i) recourse of any kind (either express or implied) by such
Person against the Seller and (ii) representation or warranty of any kind
(either express or implied) by the Seller to or for the benefit of such Person.

                  The fact that a Material Document Defect or Material Breach is
not discovered until after foreclosure (but in all instances prior to the sale
of the related REO Property or Mortgage Loan) shall not prejudice any claim
against the Seller for repurchase of the REO Mortgage Loan or REO Property. In
such an event, the Master Servicer 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 Defect or Material Breach or purchase the REO
Property, then the provisions above regarding



                                       17
<PAGE>


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 Mortgage Loan
or REO Mortgage Loan or the Seller otherwise accepts liability, then, after the
expiration of any applicable appeal period, but in no event later than the
Termination of the Trust pursuant to Section 9.30 of the Pooling and Servicing
Agreement, the Seller will be obligated to pay to the Trust the difference
between any Liquidation Proceeds received upon such liquidation in accordance
with the Pooling and Servicing Agreement (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 5(b), 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.

                  The obligations of the Seller set forth in this Section 5(b)
to cure a Material Document Defect or a Material Breach or repurchase or replace
a defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

                  Notwithstanding the foregoing, in the event that there is a
breach of the representations and warranties set forth in paragraph 39 or
paragraph 42, each in Exhibit 2 attached hereto, and as a result the payments,
by a Mortgagor, of reasonable costs and expenses associated with (A) the
defeasance or assumption of a Mortgage Loan or (B) the substitution of a
Mortgaged Property (as the case may be) are insufficient causing the Trust to
incur any Additional Trust Expense, the Seller hereby covenants and agrees to
reimburse the Trust in an amount sufficient to avoid such Additional Trust
Expense. Notwithstanding the foregoing, the Seller hereby covenants and agrees
to reimburse the Trust for any Additional Trust Expense associated 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 and
opinions of counsel.

(c) The Pooling and Servicing Agreement shall provide that the Trustee (or the
Master Servicer or the Special Servicer on its behalf) shall give written notice
within three



                                       18
<PAGE>


Business Days to the Seller of its discovery of any Material Document Defect or
Material Breach and prompt written notice to the Seller in the event that any
Mortgage Loan becomes a Specially Serviced Mortgage Loan (as defined in the
Pooling and Servicing Agreement).

                  (d)   If the Seller repurchases any Mortgage Loan pursuant to
this Section 5, the Purchaser or its assignee, following receipt by the Trustee
of the Purchase Price therefor, promptly shall deliver or cause to be delivered
to the Seller all Mortgage Loan documents with respect to such Mortgage Loan,
and each document that constitutes a part of the Mortgage File that was endorsed
or assigned to the Trustee shall be endorsed and assigned to the Seller in the
same manner such that the Seller shall be vested with legal and beneficial title
to such Mortgage Loan, in each case without recourse, including any property
acquired in respect of such Mortgage Loan or proceeds of any insurance policies
with respect thereto.

                  SECTION 6. Closing. The closing of the sale of the Mortgage
Loans shall be held at the offices of Latham & Watkins, 885 Third Avenue, New
York, NY 10022 at 9:00 a.m., New York time, on the Closing Date.

                  The closing shall be subject to each of the following
conditions:

                  (a)   All of the representations and warranties of the Seller
and the Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date (to the extent of
the standard, if any, set forth in each representation and warranty).

                  (b)   All Closing Documents specified in Section 7 of this
Agreement, in such forms as are agreed upon and reasonably acceptable to the
Seller or the Purchaser, as applicable, shall be duly executed and delivered by
all signatories as required pursuant to the respective terms thereof.

                  (c)   The Seller shall have delivered and released to the
Purchaser or its designee all documents required to be delivered to the
Purchaser as of the Closing Date pursuant to Section 2 of this Agreement.

                  (d)   The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Seller's Information to be
disclosed in the Memorandum and the Prospectus Supplement.

                  (e)   All other terms and conditions of this Agreement
required to be complied with on or before the Closing Date shall have been
complied with, and the Seller and the Purchaser shall have the ability to comply
with all terms and conditions and perform all duties and obligations required to
be complied with or performed after the Closing Date.

                  (f)   The Seller shall have paid all fees and expenses payable
by it to the Purchaser pursuant to Section 8 hereof.



                                       19
<PAGE>


                  (g)   The Certificates to be so rated shall have been assigned
ratings by each Rating Agency no lower than the ratings specified for each such
Class in the Memorandum and the Prospectus Supplement.

                  (h)   No Underwriter shall have terminated the Underwriting
Agreement and none of the Initial Purchasers shall have terminated the
Certificate Purchase Agreement, and neither the Underwriters nor the Initial
Purchasers shall have suspended, delayed or otherwise cancelled the Closing
Date.

                  (i)   The Seller shall have received the purchase price for
the Mortgage Loans pursuant to Section 1 hereof.

                  Each party agrees to use its best efforts to perform its
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.

                  SECTION 7. Closing Documents. The Closing Documents shall
consist of the following:

                  (a)   This Agreement duly executed by the Purchaser and the
Seller.

                  (b)   A certificate of the Seller, executed by a duly
authorized officer of the Seller and dated the Closing Date, and upon which the
Purchaser and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

                  (c)   True, complete and correct copies of the Seller's
articles of organization and by-laws.

                  (d)   A certificate of existence for the Seller from the
Secretary of State of New York dated not earlier than 30 days prior to the
Closing Date.

                  (e)   A certificate of the Secretary or Assistant Secretary of
the Seller, dated the Closing Date, and upon which the Purchaser may rely, to
the effect that each individual who, as an officer or representative of the
Seller, signed this Agreement or any other document or certificate delivered on
or before the Closing Date in connection with the transactions contemplated
herein, was at the respective times of such signing and delivery, and is as of
the Closing Date, duly elected or appointed, qualified and acting as such
officer or representative, and the signatures of such persons appearing on such
documents and certificates are their genuine signatures.

                  (f)   An opinion of counsel (which, other than as to the
opinion described in paragraph (vi) below, may be in-house counsel) to the
Seller, dated the Closing Date,




                                       20
<PAGE>


substantially to the effect of the following (with such changes and
modifications as the Purchaser may approve and subject to such counsel's
reasonable qualifications):

                  (i)   The Seller is validly existing under New York law and
            has full corporate power and authority to enter into and perform its
            obligations under this Agreement.

                  (ii)  This Agreement has been duly authorized, executed and
            delivered by the Seller.

                  (iii) No consent, approval, authorization or order of any
            federal court or governmental agency or body is required for the
            consummation by the Seller of the transactions contemplated by the
            terms of this Agreement except any approvals as have been obtained.

                  (iv)  Neither the execution, delivery or performance of this
            Agreement by the Seller, nor the consummation by the Seller of any
            of the transactions contemplated by the terms of this Agreement (A)
            conflicts with or results in a breach or violation of, or
            constitutes a default under, the organizational documents of the
            Seller, (B) to the knowledge of such counsel, constitutes a default
            under any term or provision of any material agreement, contract,
            instrument or indenture, to which the Seller is a party or by which
            it or any of its assets is bound or results in the creation or
            imposition of any lien, charge or encumbrance upon any of its
            property pursuant to the terms of any such indenture, mortgage,
            contract or other instrument, other than pursuant to this Agreement,
            or (C) conflicts with or results in a breach or violation of any
            law, rule, regulation, order, judgment, writ, injunction or decree
            of any court or governmental authority having jurisdiction over the
            Seller or its assets, except where in any of the instances
            contemplated by clauses (B) or (C) above, any conflict, breach or
            default, or creation or imposition of any lien, charge or
            encumbrance, will not have a material adverse effect on the
            consummation of the transactions contemplated hereby by the Seller
            or materially and adversely affect its ability to perform its
            obligations and duties hereunder or result in any material adverse
            change in the business, operations, financial condition, properties
            or assets of the Seller, or in any material impairment of the right
            or ability of the Seller to carry on its business substantially as
            now conducted.

                  (v)   To his or her knowledge, there are no legal or
            governmental actions, investigations or proceedings pending to which
            the Seller is a party, or threatened against the Seller, (a)
            asserting the invalidity of this Agreement or (b) which materially
            and adversely affect the performance by the Seller of its
            obligations under, or the validity or enforceability of, this
            Agreement.

                  (vi)  This Agreement is a valid, legal and binding agreement
            of the Seller, enforceable against the Seller in accordance with its
            terms, except as such enforcement may be limited by (1) laws
            relating to bankruptcy, insolvency, reorganization, receivership or
            moratorium, (2) other laws relating to or affecting the rights of
            creditors generally, (3) general equity principles (regardless of
            whether such enforcement is considered in a proceeding in equity or
            at law) or (4) public policy considerations underlying the
            securities laws, to the extent that such public policy
            considerations limit



                                       21
<PAGE>



            the enforceability of the provisions of this Agreement that purport
            to provide indemnification from liabilities under applicable
            securities laws.

                  Such opinion may express its reliance as to factual matters
on, among other things specified in such opinion, the representations and
warranties made by, and on certificates or other documents furnished by officers
of, the parties to this Agreement.

                  In rendering the opinions expressed above, such counsel may
limit such opinions to matters governed by the federal laws of the United States
and the corporate laws of the State of Delaware and the State of New York, as
applicable.

                  (g)   Such other opinions of counsel as any Rating Agency may
request in connection with the sale of the Mortgage Loans by the Seller to the
Purchaser or the Seller's execution and delivery of, or performance under, this
Agreement.

                  (h)   A letter from Deloitte & Touche, certified public
accountants, dated the date hereof, to the effect that they have performed
certain specified procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature set forth in the
Memorandum and the Prospectus Supplement agrees with the records of the Seller.

                  (i)   Such further certificates, opinions and documents as the
Purchaser may reasonably request.

                  (j)   An officer's certificate of the Purchaser, dated as of
the Closing Date, with the resolutions of the Purchaser authorizing the
transactions described herein attached thereto, together with certified copies
of the charter, by-laws and certificate of good standing of the Purchaser dated
not earlier than 30 days prior to the Closing Date.

                  (k)   Such other certificates of the Purchaser's officers or
others and such other documents to evidence fulfillment of the conditions set
forth in this Agreement as the Seller or its counsel may reasonably request.

                  (l)   An executed Bill of Sale in the form attached hereto as
Exhibit 4.

                  SECTION 8. Costs. The Seller shall pay the Purchaser the costs
and expenses as agreed upon by the Seller and the Purchaser in a separate Letter
of Understanding dated December 27, 2001.

                  SECTION 9. Notices. All communications provided for or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if (a) personally delivered, (b) mailed by registered or certified mail,
postage prepaid and received by the addressee, (c) sent by express courier
delivery service and received by the addressee, or (d) transmitted by telex or
facsimile transmission (or any other type of electronic transmission agreed upon
by the parties) and confirmed by a writing delivered by any of the means
described in (a), (b) or (c), if (i) to the Purchaser, addressed to Morgan
Stanley Dean Witter Capital I Inc., 1585 Broadway, New York, New York 10036,
Attention: Cecilia Tarrant, with a copy to Morgan Stanley Dean Witter Capital I
Inc., 1585 Broadway, New York, New York 10036, Attention: Legal Department (or
such other address as may hereafter be furnished in writing by the Purchaser),
or (ii) if to the Seller,



                                       22
<PAGE>


addressed to the Seller at Morgan Stanley Dean Witter Mortgage Capital Inc.,
1585 Broadway, New York, New York 10036, Attention: Cecilia Tarrant (or to such
other address as the Seller may designate in writing) with copies to the
attention of Gregory Walker, Esq.

                  SECTION 10. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

                  SECTION 11. Further Assurances. The Seller and the Purchaser
each agree to execute and deliver such instruments and take such actions as the
other may, from time to time, reasonably request in order to effectuate the
purpose and to carry out the terms of this Agreement and the Pooling and
Servicing Agreement.

                  SECTION 12. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.

                  SECTION 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS,
DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE
OF NEW YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

                  SECTION 14. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other



                                       23
<PAGE>


than clause (vii)), 5, 11 and 12 hereof may be assigned to the Trustee as may be
required to effect the purposes of the Pooling and Servicing Agreement and, upon
such assignment, the Trustee shall succeed to the rights and obligations
hereunder of the Purchaser. No owner of a Certificate issued pursuant to the
Pooling and Servicing Agreement shall be deemed a successor or permitted assigns
because of such ownership.

                  SECTION 15. Miscellaneous. This Agreement may be executed in
two or more counterparts, each of which when so executed and delivered shall be
an original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
rights and obligations of the Seller under this Agreement shall not be assigned
by the Seller without the prior written consent of the Purchaser, except that
any person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller is a party, or any person succeeding to the entire business of the Seller
shall be the successor to the Seller hereunder.

                  Section 16. Entire Agreement. This Agreement contains the
entire agreement and understanding between the parties hereto with respect to
the subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.


                                       24


<PAGE>


                  IN WITNESS WHEREOF, the Purchaser and the Seller have caused
this Agreement to be executed by their respective duly authorized officers as of
the date first above written.

                                      MORGAN STANLEY DEAN WITTER
                                      MORTGAGE CAPITAL INC.


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                                      MORGAN STANLEY DEAN WITTER
                                      CAPITAL I INC.


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:






<PAGE>


                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE






                                      1-1


<PAGE>


                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

                  1.   Mortgage Loan Schedule. The information set forth in the
Mortgage Loan Schedule is complete, true and correct in all material respects as
of the date of this Agreement and as of the Cut-Off Date.

                  2.   Whole Loan; Ownership of Mortgage Loans. Each Mortgage
Loan is a whole loan and not a participation interest in a mortgage loan.
Immediately prior to the transfer to the Purchaser of the Mortgage Loans, the
Seller had good title to, and was the sole owner of, each Mortgage Loan. The
Seller has full right, power and authority to transfer and assign each of the
Mortgage Loans to or at the direction of the Purchaser and has validly and
effectively conveyed (or caused to be conveyed) to the Purchaser or its designee
all of the Seller's legal and beneficial interest in and to the Mortgage Loans
free and clear of any and all pledges, liens, charges, security interests and/or
other encumbrances. The sale of the Mortgage Loans to the Purchaser or its
designee does not require the Seller to obtain any governmental or regulatory
approval or consent that has not been obtained.

                  3.   Payment Record. No scheduled payment of principal and
interest under any Mortgage Loan was 30 days or more past due as of the Cut-Off
Date, and no Mortgage Loan was 30 days or more delinquent in the twelve-month
period immediately preceding the Cut-Off Date.

                  4.   Lien; Valid Assignment. The Mortgage related to and
delivered in connection with each Mortgage Loan constitutes a valid and, subject
to the exceptions set forth in paragraph 13 below, enforceable first priority
lien upon the related Mortgaged Property, prior to all other liens and
encumbrances, except for (a) the lien for current real estate taxes and
assessments not yet due and payable, (b) covenants, conditions and restrictions,
rights of way, easements and other matters that are of public record and/or are
referred to in the related lender's title insurance policy, (c) exceptions and
exclusions specifically referred to in such lender's title insurance policy, (d)
other matters to which like properties are commonly subject, none of which
matters referred to in clauses (b), (c) or (d), individually or in the
aggregate, materially interferes with the security intended to be provided by
such Mortgage, the marketability or current use of the Mortgaged Property or the
current ability of the Mortgaged Property to generate operating income
sufficient to service the Mortgage Loan debt and (e) if such Mortgage Loan is
cross-collateralized with any other Mortgage Loan, the lien of the Mortgage for
such other Mortgage Loan (the foregoing items (a) through (e) being herein
referred to as the "Permitted Encumbrances"). The related assignment of such
Mortgage executed and delivered in favor of the Trustee is in recordable form
and constitutes a legal, valid and binding assignment, sufficient to convey to
the assignee named therein all of the assignor's right, title and interest in,
to and under such Mortgage. Such Mortgage, together with any separate security
agreements, chattel mortgages or equivalent instruments, establishes and creates
a valid and, subject to the exceptions set forth in paragraph 13 below,
enforceable security interest in favor of the holder thereof in all of the
related Mortgagor's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel


                                      2-1

<PAGE>


or an assisted living facility, the Mortgagor's personal property includes all
personal property that a prudent mortgage lender making a similar Mortgage Loan
would deem reasonably necessary to operate the related Mortgaged Property as it
is currently being operated. A Uniform Commercial Code financing statement has
been filed and/or recorded in all places necessary to perfect a valid security
interest in such personal property, to the extent a security interest may be so
created therein, and such security interest is a first priority security
interest, subject to any prior purchase money security interest in such personal
property and any personal property leases applicable to such personal property.
Notwithstanding the foregoing, no representation is made as to the perfection of
any security interest in rents or other personal property to the extent that
possession or control of such items or actions other than the filing of Uniform
Commercial Code financing statements are required in order to effect such
perfection.

                  5.   Assignment of Leases and Rents. The Assignment of Leases
related to and delivered in connection with each Mortgage Loan establishes and
creates a valid, subsisting and, subject to the exceptions set forth in
paragraph 13 below, enforceable first priority lien and first priority security
interest in the related Mortgagor's interest in all leases, sub-leases, licenses
or other agreements pursuant to which any person is entitled to occupy, use or
possess all or any portion of the real property subject to the related Mortgage,
and each assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases.

                  6.   Mortgage Status; Waivers and Modifications. No Mortgage
has been satisfied, cancelled, rescinded or subordinated in whole or in part,
and the related Mortgaged Property has not been released from the lien of such
Mortgage, in whole or in part (except for partial reconveyances of real property
that are set forth on Schedule A to Exhibit 2), nor has any instrument been
executed that would effect any such satisfaction, cancellation, subordination,
rescission or release, in any manner that, in each case, materially adversely
affects the value of the related Mortgaged Property. None of the terms of any
Mortgage Note, Mortgage or Assignment of Leases has been impaired, waived,
altered or modified in any respect, except by written instruments, all of which
are included in the related Mortgage File.

                  7.   Condition of Property; Condemnation. (i) With respect to
the Mortgaged Properties securing the Mortgage Loans that were the subject of an
engineering report within 18 months prior to the Cut-Off Date as set forth on
Schedule A to this Exhibit 2, each Mortgaged Property is, to the Seller's
knowledge, free and clear of any damage (or adequate reserves therefor have been
established) that would materially and adversely affect its value as security
for the related Mortgage Loan, and (ii) with respect to the Mortgaged Properties
securing the Mortgage Loans that were not the subject of an engineering report
within 18 months prior to the Cut-Off Date as set forth on Schedule A to this
Exhibit 2, each Mortgaged Property is in good repair and condition and all
building systems contained therein are in good working order (or adequate
reserves therefor have been established) and each Mortgaged Property is free of
structural defects, in each case, that would materially and adversely affect its
value as security for the related Mortgage Loan as of the date hereof. The
Seller has received no notice of the commencement of any proceeding for the
condemnation of all or any material portion of any Mortgaged Property. To the
Seller's knowledge (based on surveys and/or title insurance



                                       2-2
<PAGE>

obtained in connection with the origination of the Mortgage Loans), as of the
date of the origination of each Mortgage Loan, all of the material improvements
on the related Mortgaged Property that were considered in determining the
appraised value of the Mortgaged Property lay wholly within the boundaries and
building restriction lines of such property, except for encroachments that are
insured against by the lender's title insurance policy referred to herein or
that do not materially and adversely affect the value or marketability of such
Mortgaged Property, and no improvements on adjoining properties materially
encroached upon such Mortgaged Property so as to materially and adversely affect
the value or marketability of such Mortgaged Property, except those
encroachments that are insured against by the Title Policy referred to herein.

                  8.   Title Insurance. Each Mortgaged Property is covered by an
American Land Title Association (or an equivalent form of) lender's title
insurance policy or a marked-up title insurance commitment (on which the
required premium has been paid) which evidences such title insurance policy (the
"Title Policy") in the original principal amount of the related Mortgage Loan
after all advances of principal. Each Title Policy insures that the related
Mortgage is a valid first priority lien on such Mortgaged Property, subject only
to Permitted Encumbrances. Each Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) is in full force and effect, all premiums
thereon have been paid and no material claims have been made thereunder and no
claims have been paid thereunder. No holder of the related Mortgage has done, by
act or omission, anything that would materially impair the coverage under such
Title Policy. Immediately following the transfer and assignment of the related
Mortgage Loan to the Trustee, such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) will inure to the benefit of the Trustee
without the consent of or notice to the insurer. To the Seller's knowledge, the
insurer issuing such Title Policy is qualified to do business in the
jurisdiction in which the related Mortgaged Property is located.

                  9.   No Holdbacks. The proceeds of each Mortgage Loan have
been fully disbursed and there is no obligation for future advances with respect
thereto. With respect to each Mortgage Loan, any and all requirements as to
completion of any on-site or off-site improvement and as to disbursements of any
funds escrowed for such purpose that were to have been complied with on or
before the Closing Date have been complied with, or any such funds so escrowed
have not been released.

                  10.  Mortgage Provisions. The Mortgage Note or Mortgage for
each Mortgage Loan, together with applicable state law, contains customary and
enforceable provisions (subject to the exceptions set forth in paragraph 13)
such as to render the rights and remedies of the holder thereof adequate for the
practical realization against the related Mortgaged Property of the principal
benefits of the security intended to be provided thereby.

                  11.  Trustee under Deed of Trust. If any Mortgage is a deed of
trust, (1) a trustee, duly qualified under applicable law to serve as such, is
properly designated and serving under such Mortgage, and (2) no fees or expenses
are payable to such trustee by the Seller, the Purchaser or any transferee
thereof except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.


                                       2-3
<PAGE>


                  12.  Environmental Conditions.

                  (i)  With respect to the Mortgaged Properties securing the
                       Mortgage Loans that were the subject of an environmental
                       site assessment within 18 months prior to the Cut-Off
                       Date as set forth on Schedule A to this Exhibit 2, an
                       environmental site assessment, or an update of a previous
                       such report, was performed with respect to each Mortgaged
                       Property in connection with the origination or the sale
                       of the related Mortgage Loan, a report of each such
                       assessment (or the most recent assessment with respect to
                       each Mortgaged Property) (an "Environmental Report") has
                       been delivered to the Purchaser, and the Seller has no
                       knowledge of any material and adverse environmental
                       condition or circumstance affecting any Mortgaged
                       Property that was not disclosed in such report. Each
                       Mortgage requires the related Mortgagor to comply with
                       all applicable federal, state and local environmental
                       laws and regulations. Where such assessment disclosed the
                       existence of a material and adverse environmental
                       condition or circumstance affecting any Mortgaged
                       Property, (i) a party not related to the Mortgagor was
                       identified as the responsible party for such condition or
                       circumstance or (ii) environmental insurance covering
                       such condition was obtained or must be maintained until
                       the condition is remediated or (iii) the related
                       Mortgagor was required either to provide additional
                       security that was deemed to be sufficient by the
                       originator in light of the circumstances and/or to
                       establish an operations and maintenance plan. In the case
                       of each Mortgage Loan set forth on Schedule A to this
                       Exhibit 2, (i) such Mortgage Loan is the subject of a
                       Secured Creditor Impaired Property Policy, issued by the
                       issuer set forth on Schedule A (the "Policy Issuer") and
                       effective as of the date thereof (the "Environmental
                       Insurance Policy"), (ii) the Environmental Insurance
                       Policy is in full force and effect, (iii)(a) a property
                       condition or engineering report was prepared with respect
                       to lead based paint ("LBP"), asbestos containing
                       materials ("ACM") and radon gas ("RG") at each related
                       Mortgaged Property and (b) if such report disclosed the
                       existence of a material and adverse LBP, ACM or RG
                       environmental condition or circumstance affecting the
                       related Mortgaged Property, the related Mortgagor (A) was
                       required to remediate the identified condition prior to
                       closing the Mortgage Loan or provide additional security,
                       or establish with the lender a reserve from loan
                       proceeds, in an amount deemed to be sufficient by the
                       Seller for the remediation of the problem and/or (B)
                       agreed in the Mortgage Loan documents to establish an
                       operations and maintenance plan after the closing of the
                       Mortgage Loan, (iv) on the effective date of the
                       Environmental Insurance Policy, Seller as originator had
                       no knowledge of any material and adverse environmental
                       condition or circumstance affecting the Mortgaged
                       Property (other than the existence of LBP, ACM or RG)
                       that was not disclosed to the Policy Issuer in one or
                       more of the following: (a) the application for insurance,
                       (b) a borrower questionnaire




                                       2-4
<PAGE>


                       that was provided to the Policy Issuer or (c) an
                       engineering or other report provided to the Policy Issuer
                       and (v) the premium of any Environmental Insurance Policy
                       has been paid through the maturity of the policy's term
                       and the term of such policy extends at least five years
                       beyond the maturity of the Mortgage Loan.

                  (ii) With respect to the Mortgaged Properties securing the
                       Mortgage Loans that were not the subject of an
                       environmental site assessment within 18 months prior to
                       the Cut-Off Date as set forth on Schedule A to this
                       Exhibit 2, (i) no Hazardous Material is present on such
                       Mortgaged Property such that (1) the value of such
                       Mortgaged Property is materially and adversely affected
                       or (2) under applicable federal, state or local law, (a)
                       such Hazardous Material could be required to be
                       eliminated at a cost materially and adversely affecting
                       the value of the Mortgaged Property before such Mortgaged
                       Property could be altered, renovated, demolished or
                       transferred or (b) the presence of such Hazardous
                       Material could (upon action by the appropriate
                       governmental authorities) subject the owner of such
                       Mortgaged Property, or the holders of a security interest
                       therein, to liability for the cost of eliminating such
                       Hazardous Material or the hazard created thereby at a
                       cost materially and adversely affecting the value of the
                       Mortgaged Property, and (ii) such Mortgaged Property is
                       in material compliance with all applicable federal, state
                       and local laws pertaining to Hazardous Materials or
                       environmental hazards, any noncompliance with such laws
                       does not have a material adverse effect on the value of
                       such Mortgaged Property and neither Seller nor, to
                       Seller's knowledge, the related Mortgagor or any current
                       tenant thereon, has received any notice of violation or
                       potential violation of any such law.

                       "Hazardous Materials" means gasoline, petroleum products,
                       explosives, radioactive materials, polychlorinated
                       biphenyls or related or similar materials, and any other
                       substance or material as may be defined as a hazardous or
                       toxic substance by any federal, state or local
                       environmental law, ordinance, rule, regulation or order,
                       including without limitation, the Comprehensive
                       Environmental Response, Compensation and Liability Act of
                       1980, as amended (42 U.S.C.ss.ss.9601 et seq.), the
                       Hazardous Materials Transportation Act as amended (42
                       U.S.C.ss.ss.6901 et seq.), the Federal Water Pollution
                       Control Act as amended (33 U.S.C.ss.ss.1251 et seq.), the
                       Clean Air Act (42 U.S.C.ss.ss.1251 et seq.) and any
                       regulations promulgated pursuant thereto.

                  13.  Loan Document Status. Each Mortgage Note, Mortgage and
other agreement that evidences or secures such Mortgage Loan and was executed by
or on behalf of the related Mortgagor is the legal, valid and binding obligation
of the maker thereof (subject to any non-recourse provisions contained in any of
the foregoing agreements and any applicable state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally, and by general




                                       2-5
<PAGE>


principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law) and there is no valid defense, counterclaim or
right of offset or rescission available to the related Mortgagor with respect to
such Mortgage Note, Mortgage or other agreement.

                  14.  Insurance. Each Mortgaged Property is, and is required
pursuant to the related Mortgage, to be insured by (a) a fire and extended
perils insurance policy providing coverage against loss or damage sustained by
reason of fire, lightning, windstorm, hail, explosion, riot, riot attending a
strike, civil commotion, aircraft, vehicles and smoke, and, to the extent
required as of the date of origination by the originator of such Mortgage Loan
consistent with its normal commercial mortgage lending practices, against other
risks insured against by persons operating like properties in the locality of
the Mortgaged Property in an amount not less than the lesser of the principal
balance of the related Mortgage Loan and the replacement cost of the Mortgaged
Property, and contains no provisions for a deduction for depreciation, and not
less than the amount necessary to avoid the operation of any co-insurance
provisions with respect to the Mortgaged Property; (b) a business interruption
or rental loss insurance policy, in an amount at least equal to six months of
operations of the Mortgaged Property; (c) a flood insurance policy (if any
portion of buildings or other structures on the Mortgaged Property are located
in an area identified by the Federal Emergency Management Agency as having
special flood hazards and the Federal Emergency Management Agency requires flood
insurance to be maintained); and (d) a comprehensive general liability insurance
policy in amounts as are generally required by commercial mortgage lenders, and
in any event not less than $1 million per occurrence. Such insurance policy
contains a standard mortgagee clause that names the mortgagee as an additional
insured in the case of liability insurance policies and as a loss payee in the
case of property insurance policies and requires prior notice to the holder of
the Mortgage of termination or cancellation. No such notice has been received,
including any notice of nonpayment of premiums, that has not been cured. Each
Mortgage obligates the related Mortgagor to maintain all such insurance and,
upon such Mortgagor's failure to do so, authorizes the holder of the Mortgage to
maintain such insurance at the Mortgagor's cost and expense and to seek
reimbursement therefor from such Mortgagor. Each Mortgage provides that casualty
insurance proceeds will be applied (a) to the restoration or repair of the
related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Mortgagor, or (c) to the reduction of the principal
amount of the Mortgage Loan.

                  15.  Taxes and Assessments. As of the Closing Date, there are
no delinquent or unpaid taxes, assessments (including assessments payable in
future installments) or other outstanding charges affecting any Mortgaged
Property that are or may become a lien of priority equal to or higher than the
lien of the related Mortgage. For purposes of this representation and warranty,
real property taxes and assessments shall not be considered unpaid until the
date on which interest or penalties would be first payable thereon.

                  16.  Mortgagor Bankruptcy. No Mortgagor is, to the Seller's
knowledge, a debtor in any state or federal bankruptcy or insolvency proceeding.

                  17.  Leasehold Estate. Each Mortgaged Property consists of a
fee simple estate in real estate or, if the related Mortgage Loan is secured in
whole or in part by the interest of a



                                       2-6
<PAGE>


Mortgagor as a lessee under a ground lease of a Mortgaged Property (a "Ground
Lease"), by the related Mortgagor's interest in the Ground Lease but not by the
related fee interest in such Mortgaged Property (the "Fee Interest"), and as to
such Ground Leases:

                  (i)   Such Ground Lease or a memorandum thereof has been or
                        will be duly recorded; such Ground Lease (or the related
                        estoppel letter or lender protection agreement between
                        the Seller and related lessor) does not prohibit the
                        current use of the Mortgaged Property and does not
                        prohibit the interest of the lessee thereunder to be
                        encumbered by the related Mortgage; and there has been
                        no material change in the payment terms of such Ground
                        Lease since the origination of the related Mortgage
                        Loan, with the exception of material changes reflected
                        in written instruments that are a part of the related
                        Mortgage File;

                  (ii)  The lessee's interest in such Ground Lease is not
                        subject to any liens or encumbrances superior to, or of
                        equal priority with, the related Mortgage, other than
                        Permitted Encumbrances;

                  (iii) The Mortgagor's interest in such Ground Lease is
                        assignable to the Purchaser and its successors and
                        assigns upon notice to, but without the consent of, the
                        lessor thereunder (or, if such consent is required, it
                        has been obtained prior to the Closing Date) and, in the
                        event that it is so assigned, is further assignable by
                        the Purchaser and its successors and assigns upon notice
                        to, but without the need to obtain the consent of, such
                        lessor or if such lessor's consent is required it cannot
                        be unreasonably withheld;

                  (iv)  Such Ground Lease is in full force and effect, and the
                        Ground Lease provides that no material amendment to such
                        Ground Lease is binding on a mortgagee unless the
                        mortgagee has consented thereto, and the Seller has
                        received no notice that an event of default has occurred
                        thereunder, and, to the Seller's knowledge, there exists
                        no condition that, but for the passage of time or the
                        giving of notice, or both, would result in an event of
                        default under the terms of such Ground Lease;

                  (v)   Such Ground Lease, or an estoppel letter or other
                        agreement, (A) requires the lessor under such Ground
                        Lease to give notice of any default by the lessee to the
                        holder of the Mortgage; and (B) provides that no notice
                        of termination given under such Ground Lease is
                        effective against the holder of the Mortgage unless a
                        copy of such notice has been delivered to such holder
                        and the lessor has offered or is required to enter into
                        a new lease with such holder on terms that do not
                        materially vary from the economic terms of the Ground
                        Lease.

                  (vi)  A mortgagee is permitted a reasonable opportunity
                        (including, where necessary, sufficient time to gain
                        possession of the interest of the lessee under such
                        Ground Lease) to cure any default under such Ground
                        Lease,



                                       2-7
<PAGE>


                         which is curable after the receipt of notice of
                         any such default, before the lessor thereunder may
                         terminate such Ground Lease;

                  (vii)  Such Ground Lease has an original term (including any
                         extension options set forth therein) which extends not
                         less than twenty years beyond the Stated Maturity Date
                         of the related Mortgage Loan;

                  (viii) Under the terms of such Ground Lease and the related
                         Mortgage, taken together, any related insurance
                         proceeds or condemnation award awarded to the holder of
                         the ground lease interest will be applied either (A) to
                         the repair or restoration of all or part of the related
                         Mortgaged Property, with the mortgagee or a trustee
                         appointed by the related Mortgage having the right to
                         hold and disburse such proceeds as the repair or
                         restoration progresses (except in such cases where a
                         provision entitling a third party to hold and disburse
                         such proceeds would not be viewed as commercially
                         unreasonable by a prudent commercial mortgage lender),
                         or (B) to the payment of the outstanding principal
                         balance of the Mortgage Loan together with any accrued
                         interest thereon; and

                  (ix)   Such Ground Lease does not impose any restrictions on
                         subletting which would be viewed as commercially
                         unreasonable by prudent commercial mortgage lenders
                         lending on a similar Mortgaged Property in the lending
                         area where the Mortgaged Property is located; and such
                         Ground Lease contains a covenant that the lessor
                         thereunder is not permitted, in the absence of an
                         uncured default, to disturb the possession, interest or
                         quiet enjoyment of the lessee thereunder for any
                         reason, or in any manner, which would materially
                         adversely affect the security provided by the related
                         Mortgage.

                  (x)    Such Ground Lease requires the Lessor to enter into a
                         new lease upon termination of such Ground Lease if the
                         Ground Lease is rejected in a bankruptcy proceeding.

                  18.    Escrow Deposits. All escrow deposits and payments
relating to each Mortgage Loan that are, as of the Closing Date, required to be
deposited or paid have been so deposited or paid.

                  19.    LTV Ratio. The gross proceeds of each Mortgage Loan to
the related Mortgagor at origination did not exceed the non-contingent principal
amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an
interest in real property having a fair market value (i) at the date the
Mortgage Loan was originated, at least equal to 80 percent of the original
principal balance of the Mortgage Loan or (ii) at the Closing Date, at least
equal to 80 percent of the principal balance of the Mortgage Loan on such date;
provided that for purposes hereof, the fair market value of the real property
interest must first be reduced by (x) the amount of any lien on the real
property interest that is senior to the Mortgage Loan and (y) a proportionate
amount of any lien that is in parity with the Mortgage Loan (unless such other
lien secures a Mortgage Loan that is cross-collateralized with such Mortgage
Loan, in which event



                                       2-8
<PAGE>


the computation described in clauses (a)(i) and (a)(ii) of this paragraph 19
shall be made on a pro rata basis in accordance with the fair market values of
the Mortgaged Properties securing such cross-collateralized Mortgage Loans); or
(b) substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property that served as the only real property
security for such Mortgage Loan (other than a recourse feature or other third
party credit enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)).

                  20.   Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

                  21.   Advancement of Funds by the Seller. No holder of a
Mortgage Loan has advanced funds or induced, solicited or knowingly received any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required by such
Mortgage Loan.

                  22.   No Mechanics' Liens. Each Mortgaged Property is free and
clear of any and all mechanics' and materialmen's liens that are prior or equal
to the lien of the related Mortgage, and no rights are outstanding that under
law could give rise to any such lien that would be prior or equal to the lien of
the related Mortgage except, in each case, for liens insured against by the
Title Policy referred to herein.

                  23.   Compliance with Usury Laws. Each Mortgage Loan complied
with all applicable usury laws in effect at its date of origination.

                  24.   Cross-collateralization. No Mortgage Loan is
cross-collateralized or cross-defaulted with any loan other than one or more
other Mortgage Loans.

                  25.   Releases of Mortgaged Property. Except as described in
the next sentence, no Mortgage Note or Mortgage requires the mortgagee to
release all or any material portion of the related Mortgaged Property that was
included in the appraisal for such Mortgaged Property, and/or generates income
from the lien of the related Mortgage except upon payment in full of all amounts
due under the related Mortgage Loan or in connection with the defeasance
provisions of the related Note and Mortgage. The Mortgages relating to those
Mortgage Loans identified on Schedule A hereto require the mortgagee to grant
releases of portions of the related Mortgaged Properties upon (a) the
satisfaction of certain legal and underwriting requirements and/or (b) the
payment of a release price and prepayment consideration in connection therewith.
Except as described in the first sentence hereof and for those Mortgage Loans
identified on Schedule A, no Mortgage Loan permits the full or partial release
or substitution of collateral unless the mortgagee or servicer can require the
Borrower to provide an opinion of tax counsel to the effect that such release or
substitution of collateral (a) would not constitute a "significant modification"
of such Mortgage Loan within the meaning of Treas. Reg. ss.1.1001-3 and (b)



                                       2-9
<PAGE>


would not cause such Mortgage Loan to fail to be a "qualified mortgage" within
the meaning of Section 860G(a)(3)(A) of the Code.

                  26.   No Equity Participation or Contingent Interest. No
Mortgage Loan contains any equity participation by the lender or provides for
negative amortization (except that the ARD Loan may provide for the accrual of
interest at an increased rate after the Anticipated Repayment Date) or for any
contingent or additional interest in the form of participation in the cash flow
of the related Mortgaged Property.

                  27.   No Material Default. To the Seller's knowledge, there
exists no material default, breach, violation or event of acceleration (and no
event which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller in any of paragraphs 3, 7, 12,
14, 15, 16 and 17 of this Exhibit 2.

                  28.   Inspections. The Seller (or if the Seller is not the
originator, the originator of the Mortgage Loan) has inspected or caused to be
inspected each Mortgaged Property in connection with the origination of the
related Mortgage Loan.

                  29.   Local Law Compliance. Based on due diligence considered
reasonable by prudent commercial mortgage lenders in the lending area where the
Mortgaged Property is located, the improvements located on or forming part of
each Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.

                  30.   Junior Liens. None of the Mortgage Loans permits the
related Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien junior to the lien of the related Mortgage.

                  31.   Actions Concerning Mortgage Loans. To the knowledge of
the Seller, there are no actions, suits or proceedings before any court,
administrative agency or arbitrator concerning any Mortgage Loan, Mortgagor or
related Mortgaged Property that might adversely affect title to the Mortgaged
Property or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.


                                      2-10
<PAGE>


                  32.   Servicing. The servicing and collection practices used
by the Seller or any prior holder or servicer of each Mortgage Loan have been in
all material respects legal, proper and prudent and have met customary industry
standards.

                  33.   Licenses and Permits. To the Seller's knowledge, based
on due diligence that it customarily performs in the origination of comparable
mortgage loans, as of the date of origination of each Mortgage Loan or as of the
date of the sale of the related Mortgage Loan by the Seller hereunder, the
related Mortgagor was in possession of all material licenses, permits and
franchises required by applicable law for the ownership and operation of the
related Mortgaged Property as it was then operated.

                  34.   Assisted Living Facility Regulation. If the Mortgaged
Property is operated as an assisted living facility, to the Seller's knowledge
(a) the related Mortgagor is in compliance in all material respects with all
federal and state laws applicable to the use and operation of the related
Mortgaged Property and (b) if the operator of the Mortgaged Property
participates in Medicare or Medicaid programs, the facility is in compliance in
all material respects with the requirements for participation in such programs.

                  35.   Collateral in Trust. The Mortgage Note for each Mortgage
Loan is not secured by a pledge of any collateral that has not been assigned to
the Purchaser.

                  36.   Due on Sale. Each Mortgage Loan contains a "due on sale"
clause, which provides for the acceleration of the payment of the unpaid
principal balance of the Mortgage Loan if, without prior written consent of the
holder of the Mortgage, the property subject to the Mortgage or any material
portion thereof, or a controlling interest in the related Mortgagor, is
transferred, sold or encumbered by a junior mortgage or deed of trust; provided,
however, that certain Mortgage Loans provide a mechanism for the assumption of
the loan by a third party upon the Mortgagor's satisfaction of certain
conditions precedent, and upon payment of a transfer fee, if any, or transfer of
interests in the Mortgagor or constituent entities of the Mortgagor to a third
party or parties related to the Mortgagor upon the Mortgagor's satisfaction of
certain conditions precedent.

                  37.   Single Purpose Entity. The Mortgagor on each Mortgage
Loan with a Cut-Off Date Principal Balance in excess of $10 million, was, as of
the origination of the Mortgage Loan, a Single Purpose Entity. For this purpose,
a "Single Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one or more of the
Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging
in any business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any assets other than those related to its interest in and operation of
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person, and that it holds itself out as a legal entity, separate
and apart from any other person.


                                      2-11
<PAGE>


                  38.   Non-Recourse Exceptions. The Mortgage Loan documents for
each Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Mortgagor, provided that at least one natural person
(and the Mortgagor if the Mortgagor is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.

                  39.   Defeasance and Assumption Costs. The related Mortgage
Loan Documents provide that the related borrower is responsible for the payment
of all reasonable costs and expenses of Lender incurred in connection with the
defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and the borrower is required to pay all reasonable costs and expenses
of Lender associated with the approval of an assumption of such Mortgage Loan.

                  40.   Defeasance. No Mortgage Loan provides that it can be
defeased prior to the date that is two years after the Closing Date.

                  41.   Prepayment Premiums. As of the applicable date of
origination of each such Mortgage Loan, any prepayment premiums and yield
maintenance charges payable under the terms of the Mortgage Loans, in respect of
voluntary prepayments, constituted customary prepayment premiums and yield
maintenance charges for commercial mortgage loans.

                  42.   Substitution Costs. The related Mortgage Loan Documents
provide that the related borrower is responsible for the payment of all
reasonable costs and expenses of the Lender incurred in connection with the
substitution of the Mortgaged Property.


                                      2-12

<PAGE>


                                   Schedule A

                  Exceptions to Representations and Warranties



<PAGE>



                                   Schedule B

    List of Mortgagors that are Third-Party Beneficiaries Under Section 5(b)





<PAGE>


                                    EXHIBIT 3

                               PRICING FORMULATION











                                      3-1


<PAGE>


                                    EXHIBIT 4

                                  BILL OF SALE

               1.   PARTIES. The parties to this Bill of Sale are the following:

                    Seller:     Morgan Stanley Dean Witter Mortgage Capital Inc.
                    Purchaser:  Morgan Stanley Dean Witter Capital I Inc.

               2.   SALE. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of December 19, 2001 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

               (a)  All accounts, general intangibles, chattel paper,
         instruments, documents, money, deposit accounts, certificates of
         deposit, goods, letters of credit, advices of credit and investment
         property consisting of, arising from or relating to any of the
         following property: the Mortgage Loans identified on the Mortgage Loan
         Schedule including the related Mortgage Notes, Mortgages, security
         agreements, and title, hazard and other insurance policies, all
         distributions with respect thereto payable after the Cut-Off Date, all
         substitute or replacement Mortgage Loans and all distributions with
         respect thereto, and the Mortgage Files;

               (b)  All accounts, general intangibles, chattel paper,
         instruments, documents, money, deposit accounts, certificates of
         deposit, goods, letters of credit, advices of credit, investment
         property, and other rights arising from or by virtue of the disposition
         of, or collections with respect to, or insurance proceeds payable with
         respect to, or claims against other Persons with respect to, all or any
         part of the collateral described in clause (a) above (including any
         accrued discount realized on liquidation of any investment purchased at
         a discount); and

               (c)  All cash and non-cash proceeds of the collateral described
         in clauses (a) and (b) above.

               3.   PURCHASE PRICE. The amount and other consideration set forth
         on Exhibit 3 to the Mortgage Loan Purchase Agreement.

               4.   DEFINITIONS. Terms used but not defined herein shall have
         the meanings assigned to them in the Mortgage Loan Purchase Agreement.


                                      4-1

<PAGE>



               IN WITNESS WHEREOF, each of the parties hereto has caused this
                          Bill of Sale to be duly executed and delivered on this
                          19th day of December, 2001.

SELLER:                                  MORGAN STANLEY DEAN WITTER
                                         MORTGAGE CAPITAL INC.



                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:



PURCHASER:                               MORGAN STANLEY DEAN WITTER
                                         CAPITAL I INC.



                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:









                                      4-2

<PAGE>


                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY

















                                      5-1


<PAGE>


                                    EXHIBIT L

                            FORM OF INSPECTION REPORT

                        [Available from Master Servicer]




<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 2001-TOP5

                    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 2001-TOP5 ("Trustee"),
under that certain Pooling and Servicing Agreement dated as of December 1, 2001
(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 ___________ , 2001.


                                  LASALLE BANK NATIONAL ASSOCIATION,
                                  as trustee for Morgan Stanley Dean Witter
                                  Capital I Inc., Commercial Mortgage
                                  Pass-Through Certificates, Series 2001-TOP5


                                  By: _________________________________________
                                  Name:________________________________________
                                  Title: ______________________________________



<PAGE>



                          ALL-PURPOSE ACKNOWLEDGEMENT




                           )
                           )
                           )


   On _______________________  before me, __________________________
               Date                        Name and Title of Officer (i.e.,
                                           Your Name, Notary Public)

personally appeared ____________________________________________________________
                                 Name(s) of Document Signer(s)

________________________________________________________________________________
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

   WITNESS my hand and official seal.


   _________________________________
        Signature of Notary



                                           (Affix seal in the above blank space)



<PAGE>


                                   EXHIBIT S-2

                 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER


RECORDING REQUESTED BY:
WELLS FARGO BANK, N.A.

AND WHEN RECORDED MAIL TO:

GMAC COMMERCIAL MORTGAGE CORPORATION
550 California Street, 12th Floor
San Francisco, CA  94104
Attention:Commercial Mortgage Pass-
   Through Certificates Series 2001-TOP5


                    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 2001-TOP5 ("Trustee"),
under that certain Pooling and Servicing Agreement dated as of December 1, 2002
(the "Pooling and Servicing Agreement"), does hereby nominate, constitute and
appoint GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer under the
Pooling and Servicing Agreement ("GMAC"), as its true and lawful
attorney-in-fact for it and in its name, place, stead and for its use and
benefit:

                  To perform any and all acts which may be necessary or
appropriate to enable GMAC to service and administer the Mortgage Loans (as
defined in the Pooling and Servicing Agreement) in connection with the
performance by GMAC of its duties as Special Servicer under the Pooling and
Servicing Agreement, giving and granting unto GMAC full power and authority to
do and perform any and every act necessary, requisite, or proper in connection
with the foregoing and hereby ratifying, approving or confirming all that GMAC
shall lawfully do or cause to be done by virtue hereof.




                                     S-2-1
<PAGE>



                  IN WITNESS WHEREOF, the undersigned has caused this limited
power of attorney to be executed as of this ___ day of __________, 2001.

                                    LASALLE BANK NATIONAL ASSOCIATION,
                                    as trustee for Morgan Stanley Dean Witter
                                    Capital I Inc., Commercial Mortgage
                                    Pass-Through Certificates, Series 2001-TOP5



                                    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]

                         See Primary Servicing Agreement



<PAGE>

                                    EXHIBIT V

     [Form of Additional Lien, Monetary Encumbrance and Mezzanine Financing
                  Submission Package to the Special Services]

                         See Primary Servicing Agreement



<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 2001-TOP5
     In accordance with the Pooling and Servicing Agreement, dated as of
     December 1, 2001 (the "Agreement"), by and among Morgan Stanley Dean Witter
     Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as
     Master Servicer, GMAC Commercial Mortgage Corporation 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.

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.
<PAGE>

         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 Upon Request]


<PAGE>



                                   SCHEDULE I

                                   [RESERVED]



<PAGE>




                                   SCHEDULE II

                            WELLS FARGO LOAN SCHEDULE


<PAGE>


2001-TOP5 MORTGAGE LOAN SCHEDULE
WELLS FARGO COLLATERAL

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                               AGGREGATE
 LOAN                                                           CUT-OFF      MORTGAGE       MONTHLY          MONTHLY       NOTE
 NO.     SELLER    PROPERTY NAME                             DATE BALANCE      RATE      PAYMENT (P&I)    PAYMENT (IO)     DATE
-----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>        <C>                                      <C>             <C>         <C>              <C>           <C>
   3     WFB       MHC Portfolio - Woodland Hills             $11,772,998      6.980%      $78,347.26             NAP   07/31/2001
   4     WFB       MHC Portfolio - Cabana                      $8,455,606      6.980%      $56,270.60             NAP   07/31/2001
   5     WFB       MHC Portfolio - Pickwick Village            $8,380,778      6.980%      $55,772.63             NAP   07/31/2001
   6     WFB       MHC Portfolio - Casa del Sol                $6,624,805      6.980%      $44,086.94             NAP   07/31/2001
   7     WFB       MHC Portfolio - Windmill Manor              $6,260,641      6.980%      $41,663.49             NAP   07/31/2001
   8     WFB       MHC Portfolio - Apollo Village              $5,297,849      6.980%      $35,256.27             NAP   07/31/2001
   9     WFB       MHC Portfolio - Indian Oaks                 $3,092,906      6.980%      $20,582.76             NAP   07/31/2001
  12     WFB       Great Western Savings Building             $27,500,000      7.000%     $182,958.19     $162,644.68   09/13/2001
  42     WFB       CCL Industries Building                    $11,723,814      7.125%      $83,985.85             NAP   09/17/2001
  45     WFB       Airport Distribution Center                $10,491,711      7.190%      $71,201.70             NAP   09/20/2001
  46     WFB       Smithridge  Plaza Shopping Center          $10,111,782      7.420%      $70,241.65             NAP   08/24/2001
  51     WFB       Lake Forest Shopping Center                 $9,186,994      7.100%      $61,826.94             NAP   09/05/2001
  52     WFB       1625 Clay Street                            $8,952,191      7.400%      $71,954.06             NAP   07/12/2001
  55     WFB       2570 W. El Camino Real                      $8,181,162      6.960%      $57,746.82             NAP   09/06/2001
  57     WFB       2055 Laurelwood Road                        $7,971,812      7.010%      $56,593.38             NAP   08/10/2001
  61     WFB       Dunn-Edwards Portfolio - Pasadena           $1,425,762      8.500%      $12,409.87             NAP   08/22/2001
  62     WFB       Dunn-Edwards Portfolio - Mission Hills      $1,346,000      8.500%      $11,715.61             NAP   08/22/2001
  63     WFB       Dunn-Edwards Portfolio - Hoover               $942,200      8.500%       $8,200.93             NAP   08/22/2001
  64     WFB       Dunn-Edwards Portfolio - Camelback            $774,698      8.500%       $6,742.99             NAP   08/22/2001
  65     WFB       Dunn-Edwards Portfolio - West Covina          $711,884      8.500%       $6,196.26             NAP   08/22/2001
  66     WFB       Dunn-Edwards Portfolio - Bell Road            $681,973      8.500%       $5,935.91             NAP   08/22/2001
  67     WFB       Dunn-Edwards Portfolio - Glendale             $568,311      8.500%       $4,946.59             NAP   08/22/2001
  68     WFB       Dunn-Edwards Portfolio - Maywood              $521,699      8.500%       $4,540.89             NAP   08/22/2001
  69     WFB       Dunn-Edwards Portfolio - Tucson               $467,361      8.500%       $4,067.92             NAP   08/22/2001
  80     WFB       Inverness Community MHP                     $6,185,064      6.750%      $40,213.08             NAP   08/07/2001
  82     WFB       Wapehani Hills Apartments                   $6,134,124      7.490%      $42,959.59             NAP   07/16/2001
  86     WFB       Canal Office Park                           $5,487,973      7.180%      $37,258.91             NAP   07/26/2001
  90     WFB       Paramount Industrial Portfolio              $5,292,397      7.040%      $35,403.53             NAP   08/21/2001
  93     WFB       Enterprise Distribution Center              $5,086,226      7.310%      $34,998.79             NAP   07/06/2001
  98     WFB       Harbor Division Warehouse                   $4,584,211      7.160%      $32,982.86             NAP   08/13/2001
 103     WFB       TeleTech - Stockton                         $3,978,751      7.400%      $31,979.58             NAP   08/10/2001
 104     WFB       Highland Industrial Center                  $3,902,093      8.090%      $30,683.73             NAP   12/06/2000
 105     WFB       1300 U Street                               $3,385,089      7.000%      $22,553.75             NAP   09/04/2001
 108     WFB       Agoura Business Center                      $2,991,086      6.920%      $19,798.15             NAP   06/15/2001
 109     WFB       Westco Chemical, Inc.                       $2,974,257      7.440%      $24,057.85             NAP   06/19/2001
 110     WFB       60 Broadway                                 $2,887,551      7.360%      $21,167.36             NAP   07/09/2001
 111     WFB       Longs Drugs Alameda                         $2,689,007      7.640%      $20,199.28             NAP   06/21/2001
 112     WFB       Park Pointe Plaza                           $2,678,841      7.750%      $25,508.57             NAP   06/22/2001
 113     WFB       Eldorado Business Park                      $2,637,235      7.825%      $20,146.87             NAP   06/01/2001
 114     WFB       Walgreens--Van Nuys                         $2,561,301      7.700%      $21,060.06             NAP   08/08/2001
 115     WFB       315 - 321 Castro Street                     $2,489,547      7.500%      $18,474.78             NAP   07/11/2001
 116     WFB       A Aardvark Self-Storage                     $2,437,672      7.200%      $22,523.66             NAP   04/26/2001
 118     WFB       The Malls                                   $2,293,522      7.140%      $15,518.82             NAP   06/20/2001
 119     WFB       Walgreens (Chicago, IL)                     $2,185,194      7.650%      $17,925.38             NAP   07/10/2001
 120     WFB       One Medical Center                          $2,152,994      7.480%      $15,934.12             NAP   08/14/2001
 121     WFB       Ramsey Square                               $2,143,548      7.910%      $16,466.07             NAP   07/20/2001
 123     WFB       Orange Village Mobile Home Park             $1,995,566      7.120%      $13,467.62             NAP   07/16/2001
 124     WFB       Cala Foods Center                           $1,993,243      7.250%      $14,456.14             NAP   07/19/2001
 125     WFB       Hayvenhurst Avenue Industrial               $1,883,683      7.640%      $13,798.23             NAP   06/27/2001
 126     WFB       Lakeview Court Apartments                   $1,843,639      7.150%      $13,252.97             NAP   08/13/2001
 127     WFB       Triangle Self Storage                       $1,793,919      7.250%      $13,010.52             NAP   08/07/2001
 128     WFB       Secure Computing                            $1,704,834      7.775%      $27,621.72             NAP   06/12/2001
 129     WFB       Toro Building                               $1,674,324      7.250%      $12,143.16             NAP   08/07/2001
 130     WFB       1084 N. El Camino Real                      $1,641,122      7.260%      $11,936.95             NAP   05/24/2001
 131     WFB       Monks Place                                 $1,639,681      7.550%      $12,247.07             NAP   05/30/2001
 132     WFB       Las Casitas Apartments                      $1,604,317      7.000%      $11,379.15             NAP   07/26/2001
 134     WFB       Imperial Medical Office Center              $1,593,841      7.900%      $11,960.35             NAP   06/05/2001
 135     WFB       Fountain Hills                              $1,567,661      7.990%      $12,145.67             NAP   06/11/2001
 136     WFB       Signal Hill Industrial Park                 $1,509,800      7.160%      $10,862.83             NAP   07/26/2001
 137     WFB       The Lofts of Sandcreek                      $1,494,471      6.750%      $10,363.67             NAP   08/06/2001
 138     WFB       Santa Rosa Center                           $1,493,597      7.390%      $10,977.77             NAP   06/28/2001
 139     WFB       Lackman                                     $1,492,738      7.800%      $11,379.22             NAP   05/24/2001
 140     WFB       Sachs Building                              $1,477,993      7.490%      $13,896.66             NAP   06/14/2001
 141     WFB       356-374 South Milpitas Boulevard            $1,445,165      7.250%       $9,891.56             NAP   05/17/2001
 142     WFB       Riverside Mini Storage                      $1,444,471      7.980%      $11,172.13             NAP   07/03/2001
 143     WFB       Sunrise Court Apartments                    $1,394,840      6.750%       $9,672.76             NAP   08/24/2001
 144     WFB       200 W. 140th St                             $1,393,658      7.070%       $9,957.51             NAP   07/13/2001
 147     WFB       Borregas Avenue                             $1,320,582      7.250%       $9,038.84             NAP   05/24/2001
 148     WFB       Bellaire-Hillcroft Mini Storage             $1,294,807      7.740%       $9,810.74             NAP   07/03/2001
 149     WFB       Arcadia Self Storage                        $1,294,667      7.600%       $9,691.60             NAP   07/17/2001
 150     WFB       Dell Avenue                                 $1,291,669      7.420%       $9,539.34             NAP   05/04/2001
 151     WFB       Roosevelt Estates                           $1,288,530      7.240%      $10,267.01             NAP   05/14/2001
 152     WFB       Birchwood Apartments                        $1,255,885      7.330%       $8,663.90             NAP   06/11/2001
 154     WFB       Stadium Office Park                         $1,243,261      7.250%       $9,035.09             NAP   05/18/2001
 155     WFB       Auburn Commercial Park                      $1,236,306      7.950%       $9,529.49             NAP   08/10/2001
 156     WFB       Broadway Industrial Parkway                 $1,192,134      7.840%       $9,918.12             NAP   06/27/2001
 157     WFB       Keller Springs Medical Plaza                $1,191,124      7.480%       $8,815.40             NAP   08/14/2001
 158     WFB       4125 Blackford Avenue                       $1,094,194      7.360%       $8,029.00             NAP   06/11/2001
 159     WFB       MacMain Plaza                               $1,091,530      7.610%       $8,170.46             NAP   07/26/2001
 160     WFB       IPITEK Building                               $994,883      7.520%       $7,402.93             NAP   05/16/2001
 161     WFB       Park Terrace Mobile Home Park                 $993,591      7.420%       $7,337.95             NAP   05/04/2001
 162     WFB       111-151 E. Brokaw Road                        $993,555      7.390%       $7,318.51             NAP   05/08/2001
 163     WFB       Portola Drive                                 $960,328      7.800%       $7,320.63             NAP   05/15/2001
 164     WFB       Birdneck Shoppes                              $896,531      7.925%       $6,901.69             NAP   07/25/2001
 165     WFB       44 West Street                                $874,734      7.640%       $6,564.77             NAP   07/26/2001
 166     WFB       Grocery Outlet Oregon                         $871,237      7.350%       $6,381.04             NAP   07/11/2001
 167     WFB       South Garfield Avenue                         $796,817      7.760%       $6,047.88             NAP   06/13/2001
 168     WFB       2601 E. Del Amo Blvd                          $796,636      7.470%       $5,896.33             NAP   07/16/2001
 169     WFB       Fiske Place                                   $647,394      7.720%       $4,896.84             NAP   07/16/2001

                   TOTALS/WEIGHTED AVERAGES:                 $286,305,581



<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
                                 ORIG.                                          PREPAYMENT DESCRIPTION
 LOAN   ORIG. TERM   REM. TERM   AMORT.              LOCKOUT
 NO.      (MOS)        (MOS)     (MOS)   SEASONING   PERIOD    DEF   DEF/YM1.00  YM2.00   YM1.75   YM1.50   YM1.25   YM1.00   YM
-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>          <C>         <C>     <C>         <C>       <C>   <C>         <C>      <C>      <C>      <C>      <C>      <C>
   3       120          117       360        3         27      89
   4       120          117       360        3         27      89
   5       120          117       360        3         27      89
   6       120          117       360        3         27      89
   7       120          117       360        3         27      89
   8       120          117       360        3         27      89
   9       120          117       360        3         27      89
  12       120          118       360        2         35      81
  42       120          118       300        2         35      81
  45       120          119       360        1         34      82
  46        84           82       360        2         26      54
  51       180          178       360        2         35     141
  52       120          117       240        3         34      82
  55       120          118       300        2         35      81
  57       120          117       300        3         35      81
  61       120          118       240        2         34      82
  62       120          118       240        2         34      82
  63       120          118       240        2         34      82
  64       120          118       240        2         34      82
  65       120          118       240        2         34      82
  66       120          118       240        2         34      82
  67       120          118       240        2         34      82
  68       120          118       240        2         34      82
  69       120          118       240        2         34      82
  80       120          117       360        3         35      81
  82       120          116       360        4         35      81
  86       120          117       360        3         34      82
  90       120          118       360        2         34      82
  93       120          116       360        4         35      81
  98       120          117       300        3         35      81
 103       120          117       240        3         35      81
 104       120          109       300       11         35      81
 105       120          118       360        2         35      81
 108       120          116       360        4         34      82
 109       120          115       240        5         35      81
 110       120          116       300        4         35      72
 111       120          116       300        4         34      82
 112       180          176       180        4         34     142
 113       120          115       300        5         35      81
 114       240          237       240        3         35     201
 115       120          116       300        4         35      81
 116       180          175       180        5         33     143
 118       120          116       360        4         28      88
 119       240          236       240        4         35     201
 120       120          117       300        3         35                                                              81
 121       120          117       300        3         34      82
 123       120          117       360        3         34      82
 124       120          117       300        3         34      82
 125       120          116       324        4         34      82
 126       120          117       300        3         35      81
 127       120          117       300        3         35      81
 128        84           79        84        5         35      45
 129       120          117       300        3         35      81
 130        78           73       300        5         34      40
 131       120          114       300        6         35      81
 132       120          117       300        3         34      82
 134       120          115       324        5         35      81
 135       120          115       300        5         35      81
 136       120          117       300        3         34      82
 137       120          117       300        3         35      81
 138       120          116       300        4         34      82
 139       120          115       300        5         34      82
 140       120          115       180        5         35      81
 141       120          115       360        5         34      82
 142       120          116       300        4         35      81
 143       120          117       300        3         35      81
 144       120          116       300        4         35      81
 147       120          115       360        5         34      82
 148       120          116       300        4         35      81
 149       120          116       300        4         35      81
 150       120          114       300        6         35      81
 151       120          115       240        5         34      82
 152       120          115       360        5         35      81
 154       120          115       300        5         34      82
 155       120          117       300        3         35      81
 156       120          116       240        4         34      82
 157       120          117       300        3         35                                                              81
 158       120          115       300        5         35      81
 159       120          117       300        3         34      82
 160       120          115       300        5         34      82
 161       120          114       300        6         35      81
 162       120          114       300        6         35      81
 163       120          115       300        5         34      82
 164       120          116       300        4         35      81
 165       120          117       300        3         34      82
 166       120          116       300        4         35      81
 167        60           56       300        4         34      22
 168       120          116       300        4         35      81
 169       120          116       300        4         35      81



<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
                                                    MASTER        PRIMARY        MASTER EXCESS      PRIMARY EXCESS       TRUSTEE
 LOAN                  YM        ADMIN. COST      SERV. FEE      SERV. FEE         SERV. FEE          SERV. FEE            FEE
 NO.       OPEN     FORMULA       RATE (BPS)      RATE (BPS)     RATE (BPS)        RATE (BPS)         RATE (BPS)       RATE (BPS)
-----------------------------------------------------------------------------------------------------------------------------------
<S>        <C>      <C>          <C>              <C>            <C>             <C>                <C>                <C>
   3        4                        3.250           2.00           1.00              0.00               0.00             0.250
   4        4                        3.250           2.00           1.00              0.00               0.00             0.250
   5        4                        3.250           2.00           1.00              0.00               0.00             0.250
   6        4                        3.250           2.00           1.00              0.00               0.00             0.250
   7        4                        3.250           2.00           1.00              0.00               0.00             0.250
   8        4                        3.250           2.00           1.00              0.00               0.00             0.250
   9        4                        3.250           2.00           1.00              0.00               0.00             0.250
  12        4                        3.250           2.00           1.00              0.00               0.00             0.250
  42        4                        3.250           2.00           1.00              0.00               0.00             0.250
  45        4                        3.250           2.00           1.00              0.00               0.00             0.250
  46        4                        3.250           2.00           1.00              0.00               0.00             0.250
  51        4                        3.250           2.00           1.00              0.00               0.00             0.250
  52        4                        3.250           2.00           1.00              0.00               0.00             0.250
  55        4                        3.250           2.00           1.00              0.00               0.00             0.250
  57        4                        3.250           2.00           1.00              0.00               0.00             0.250
  61        4                        3.250           2.00           1.00              0.00               0.00             0.250
  62        4                        3.250           2.00           1.00              0.00               0.00             0.250
  63        4                        3.250           2.00           1.00              0.00               0.00             0.250
  64        4                        3.250           2.00           1.00              0.00               0.00             0.250
  65        4                        3.250           2.00           1.00              0.00               0.00             0.250
  66        4                        3.250           2.00           1.00              0.00               0.00             0.250
  67        4                        3.250           2.00           1.00              0.00               0.00             0.250
  68        4                        3.250           2.00           1.00              0.00               0.00             0.250
  69        4                        3.250           2.00           1.00              0.00               0.00             0.250
  80        4                        3.250           2.00           1.00              0.00               0.00             0.250
  82        4                        3.250           2.00           1.00              0.00               0.00             0.250
  86        4                        3.250           2.00           1.00              0.00               0.00             0.250
  90        4                        3.250           2.00           1.00              0.00               0.00             0.250
  93        4                        3.250           2.00           1.00              0.00               0.00             0.250
  98        4                        5.250           2.00           1.00              2.00               0.00             0.250
 103        4                        5.250           2.00           1.00              2.00               0.00             0.250
 104        4                        5.250           2.00           1.00              2.00               0.00             0.250
 105        4                        5.250           2.00           1.00              2.00               0.00             0.250
 108        4                        5.250           2.00           1.00              2.00               0.00             0.250
 109        4                        5.250           2.00           1.00              2.00               0.00             0.250
 110       13                        5.250           2.00           1.00              2.00               0.00             0.250
 111        4                        5.250           2.00           1.00              2.00               0.00             0.250
 112        4                        5.250           2.00           1.00              2.00               0.00             0.250
 113        4                        5.250           2.00           1.00              2.00               0.00             0.250
 114        4                        5.250           2.00           1.00              2.00               0.00             0.250
 115        4                        5.250           2.00           1.00              2.00               0.00             0.250
 116        4                        5.250           2.00           1.00              2.00               0.00             0.250
 118        4                        5.250           2.00           1.00              2.00               0.00             0.250
 119        4                        5.250           2.00           1.00              2.00               0.00             0.250
 120        4          G             5.250           2.00           1.00              2.00               0.00             0.250
 121        4                        7.750           2.00           1.00              4.50               0.00             0.250
 123        4                        7.750           2.00           1.00              4.50               0.00             0.250
 124        4                        7.750           2.00           1.00              4.50               0.00             0.250
 125        4                        7.750           2.00           1.00              4.50               0.00             0.250
 126        4                        7.750           2.00           1.00              4.50               0.00             0.250
 127        4                        7.750           2.00           1.00              4.50               0.00             0.250
 128        4                        7.750           2.00           1.00              4.50               0.00             0.250
 129        4                        7.750           2.00           1.00              4.50               0.00             0.250
 130        4                        7.750           2.00           1.00              4.50               0.00             0.250
 131        4                        7.750           2.00           1.00              4.50               0.00             0.250
 132        4                        7.750           2.00           1.00              4.50               0.00             0.250
 134        4                        7.750           2.00           1.00              4.50               0.00             0.250
 135        4                        7.750           2.00           1.00              4.50               0.00             0.250
 136        4                        7.750           2.00           1.00              4.50               0.00             0.250
 137        4                        7.750           2.00           1.00              4.50               0.00             0.250
 138        4                        7.750           2.00           1.00              4.50               0.00             0.250
 139        4                        7.750           2.00           1.00              4.50               0.00             0.250
 140        4                        7.750           2.00           1.00              4.50               0.00             0.250
 141        4                        7.750           2.00           1.00              4.50               0.00             0.250
 142        4                        7.750           2.00           1.00              4.50               0.00             0.250
 143        4                        7.750           2.00           1.00              4.50               0.00             0.250
 144        4                        7.750           2.00           1.00              4.50               0.00             0.250
 147        4                        7.750           2.00           1.00              4.50               0.00             0.250
 148        4                        7.750           2.00           1.00              4.50               0.00             0.250
 149        4                        7.750           2.00           1.00              4.50               0.00             0.250
 150        4                        7.750           2.00           1.00              4.50               0.00             0.250
 151        4                        7.750           2.00           1.00              4.50               0.00             0.250
 152        4                        7.750           2.00           1.00              4.50               0.00             0.250
 154        4                        7.750           2.00           1.00              4.50               0.00             0.250
 155        4                        7.750           2.00           1.00              4.50               0.00             0.250
 156        4                        7.750           2.00           1.00              4.50               0.00             0.250
 157        4          G             7.750           2.00           1.00              4.50               0.00             0.250
 158        4                        7.750           2.00           1.00              4.50               0.00             0.250
 159        4                        7.750           2.00           1.00              4.50               0.00             0.250
 160        4                       15.250           2.00           1.00             12.00               0.00             0.250
 161        4                       15.250           2.00           1.00             12.00               0.00             0.250
 162        4                       15.250           2.00           1.00             12.00               0.00             0.250
 163        4                       15.250           2.00           1.00             12.00               0.00             0.250
 164        4                       15.250           2.00           1.00             12.00               0.00             0.250
 165        4                       15.250           2.00           1.00             12.00               0.00             0.250
 166        4                       15.250           2.00           1.00             12.00               0.00             0.250
 167        4                       15.250           2.00           1.00             12.00               0.00             0.250
 168        4                       15.250           2.00           1.00             12.00               0.00             0.250
 169        4                       15.250           2.00           1.00             12.00               0.00             0.250
</TABLE>



<PAGE>



                                  SCHEDULE III

                             PRINCIPAL LOAN SCHEDULE

<PAGE>

2001-TOP5 MORTGAGE LOAN SCHEDULE
PRINCIPAL LOANS


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                               AGGREGATE
 LOAN                                                           CUT-OFF      MORTGAGE       MONTHLY          MONTHLY        NOTE
 NO.    SELLER   PROPERTY NAME                                DATE BALANCE     RATE      PAYMENT (P&I)    PAYMENT (IO)      DATE
-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>      <C>                                           <C>            <C>         <C>            <C>             <C>
  10    PCF      Great America Technical Center                $37,756,773    7.480%      $278,847.10             NAP    10/02/2001
  11    PCF      One & Two Greenwood Plaza                     $29,000,000    7.300%      $205,171.88     $178,866.90    09/07/2001
  13    PCF      Union Bank Square                             $27,318,613    8.080%      $203,321.02             NAP    12/22/2000
  15    PCF      Jacobs Woods                                  $22,963,688    6.640%      $147,499.71             NAP    09/19/2001
  16    PCF      Ryders Crossing Shopping Center               $21,939,839    7.260%      $150,228.03             NAP    08/01/2001
  17    PCF      Cumberland Center I Office Building           $19,176,303    7.640%      $136,094.57             NAP    09/19/2001
  30    PCF      Gwinnett Pavilion                              $4,229,430    6.870%              NAP      $24,213.49    10/01/2001
  31    PCF      Town Point Business Park                      $12,270,570    6.870%              NAP      $70,249.01    10/01/2001
  33    PCF      Schaefer Court II, Rotunda Court II & III,
                   Tokico Building                             $15,950,695    7.270%      $146,238.50             NAP    10/09/2001
  38    PCF      Impath Building                               $12,275,942    7.660%       $87,354.97             NAP    08/03/2001
  43    PCF      Shaw's Plaza Shopping Center                  $10,952,270    7.590%       $77,592.63             NAP    04/20/2001
  50    PCF      Rianna Apartments                              $9,228,337    7.370%       $63,799.35             NAP    09/07/2001
  56    PCF      Air Park                                       $7,983,677    7.480%       $55,827.65             NAP    08/29/2001
  59    PCF      Kelly Square                                   $7,484,482    7.420%       $52,030.85             NAP    08/28/2001
  60    PCF      Amber Grove Apartments                         $7,482,565    6.910%       $49,445.19             NAP    08/22/2001
  72    PCF      Raia Properties                                $7,284,888    7.570%       $53,583.27             NAP    10/03/2001
  74    PCF      Ryan Medical Arts Building                     $6,936,312    7.270%       $63,979.33             NAP    08/23/2001
  75    PCF      Mentor Commons Shopping Center                 $6,694,976    6.900%       $47,277.86             NAP    04/02/2001
  79    PCF      Rock Springs & Palm Isle                       $6,287,610    6.800%       $48,090.39             NAP    10/11/2001
  84    PCF      Spirent Communications                         $5,980,722    6.790%       $53,227.72             NAP    10/15/2001
  85    PCF      150 North Hill Drive                           $5,736,872    6.990%       $38,216.28             NAP    08/23/2001
  88    PCF      Route 1 Retail                                 $5,459,502    6.990%       $42,608.43             NAP    07/10/2001
  89    PCF      Green Hills Office Park                        $5,436,038    7.520%       $38,181.86             NAP    06/28/2001
  92    PCF      Mercado Shopping Center                        $5,242,669    7.150%       $35,458.85             NAP    09/05/2001
  95    PCF      West By Northwest Business Park                $4,965,037    7.560%       $34,990.55             NAP    08/28/2001
  96    PCF      Boynton Commerce Center II                     $4,957,441    8.040%       $38,723.39             NAP    02/12/2001
 100    PCF      Coweta Crossing Shopping Center                $4,190,149    6.870%       $27,576.98             NAP    08/07/2001
 101    PCF      Hillside III                                   $4,189,458    7.600%       $29,655.14             NAP    07/23/2001
 102    PCF      The Park                                       $3,991,323    7.270%       $28,963.84             NAP    09/14/2001
 106    PCF      McCullers Crossing Shopping Center             $3,193,224    7.320%       $21,981.78             NAP    08/02/2001
 133    PCF      Stockbridge Village Shopping Center            $1,597,911    7.420%       $11,099.92             NAP    09/24/2001
 153    PCF      The Shops At Hamilton Creek                    $1,246,255    7.920%        $9,581.55             NAP    08/16/2001

                 TOTALS/WEIGHTED AVERAGES:                    $329,403,570



<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
                                 ORIG.                                           PREPAYMENT DESCRIPTION
 LOAN   ORIG. TERM   REM. TERM   AMORT.             LOCKOUT
 NO.      (MOS)        (MOS)     (MOS)   SEASONING   PERIOD   DEF   DEF/YM1.00   YM2.00   YM1.75    YM1.50   YM1.25   YM1.00   YM
-----------------------------------------------------------------------------------------------------------------------------------
<S>        <C>          <C>       <C>        <C>       <C>    <C>   <C>          <C>      <C>       <C>       <C>     <C>     <C>
  10       120          119       300        1         25     91
  11        61           59       324        2         24               33
  13       120          109       360        11        35     81
  15       120          118       360        2         26     90
  16       120          116       360        4         28     88
  17       120          118       360        2         26     90
  30       120          119        IO        1         25     91
  31       120          119        IO        1         25     91
  33       180          179       180        1         25     151
  38       121          118       360        3         27     90
  43       120          113       360        7         31               85
  50       120          118       360        2         26     90
  56       120          117       360        3         27     89
  59       120          117       360        3         27     89
  60       120          117       360        3         27     89
  72       120          118       312        2         26     90
  74       120          117       180        3         27     89
  75       120          113       300        7         31     85
  79       120          119       240        1         25     91
  84       120          119       180        1         25                                                               91
  85       120          117       360        3         27     89
  88       144          140       240        4         28     112
  89       120          116       360        4         28     88
  92       120          118       360        2         26     90
  95       120          117       360        3         27     89
  96       120          111       300        9         33     83
 100       120          117       360        3         27     89
 101       120          116       360        4         28     88
 102       120          118       300        2         26     90
 106       120          117       360        3         27     89
 133       120          118       360        2         26     90
 153       120          117       300        3         27     89


<PAGE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------------
                                                     MASTER        PRIMARY        MASTER EXCESS      PRIMARY EXCESS      TRUSTEE
   LOAN                 YM        ADMIN. COST      SERV. FEE      SERV. FEE         SERV. FEE          SERV. FEE           FEE
   NO.       OPEN     FORMULA      RATE (BPS)      RATE (BPS)     RATE (BPS)       RATE (BPS)          RATE (BPS)       RATE (BPS)
----------------------------------------------------------------------------------------------------------------------------------
<S>          <C>      <C>            <C>              <C>            <C>              <C>                 <C>             <C>
    10        4                      5.250            2.00           1.00             2.00                0.00            0.250
    11        4          C           5.250            2.00           1.00             2.00                0.00            0.250
    13        4                      5.250            2.00           1.00             2.00                0.00            0.250
    15        4                      5.250            2.00           1.00             2.00                0.00            0.250
    16        4                      5.250            2.00           1.00             2.00                0.00            0.250
    17        4                      5.250            2.00           1.00             2.00                0.00            0.250
    30        4                      5.250            2.00           1.00             2.00                0.00            0.250
    31        4                      5.250            2.00           1.00             2.00                0.00            0.250
    33        4                      5.250            2.00           1.00             2.00                0.00            0.250
    38        4                      5.250            2.00           1.00             2.00                0.00            0.250
    43        4          C           5.250            2.00           1.00             2.00                0.00            0.250
    50        4                      5.250            2.00           1.00             2.00                0.00            0.250
    56        4                      5.250            2.00           1.00             2.00                0.00            0.250
    59        4                      5.250            2.00           1.00             2.00                0.00            0.250
    60        4                      5.250            2.00           1.00             2.00                0.00            0.250
    72        4                      5.250            2.00           1.00             2.00                0.00            0.250
    74        4                      5.250            2.00           1.00             2.00                0.00            0.250
    75        4                      5.250            2.00           1.00             2.00                0.00            0.250
    79        4                      5.250            2.00           1.00             2.00                0.00            0.250
    84        4          C           5.250            2.00           1.00             2.00                0.00            0.250
    85        4                      5.250            2.00           1.00             2.00                0.00            0.250
    88        4                      5.250            2.00           1.00             2.00                0.00            0.250
    89        4                      5.250            2.00           1.00             2.00                0.00            0.250
    92        4                      5.250            2.00           1.00             2.00                0.00            0.250
    95        4                      5.250            2.00           1.00             2.00                0.00            0.250
    96        4                      5.250            2.00           1.00             2.00                0.00            0.250
   100        4                      5.250            2.00           1.00             2.00                0.00            0.250
   101        4                      5.250            2.00           1.00             2.00                0.00            0.250
   102        4                      5.250            2.00           1.00             2.00                0.00            0.250
   106        4                      5.250            2.00           1.00             2.00                0.00            0.250
   133        4                      5.250            2.00           1.00             2.00                0.00            0.250
   153        4                      5.250            2.00           1.00             2.00                0.00            0.250

</TABLE>

<PAGE>



                                   SCHEDULE IV

                       BEAR STEARNS FUNDING LOAN SCHEDULE


<PAGE>

2001-TOP5 MORTGAGE LOAN SCHEDULE
BEAR STEARNS COLLATERAL

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------------------
                                                            AGGREGATE
 LOAN                                                        CUT-OFF       MORTGAGE       MONTHLY         MONTHLY        NOTE
 NO.     SELLER   PROPERTY NAME                           DATE BALANCE       RATE      PAYMENT (P&I)    PAYMENT (IO)     DATE
---------------------------------------------------------------------------------------------------------------------------------
<S>      <C>      <C>                                     <C>              <C>         <C>              <C>            <C>
  29     BSFI     Garrison Forest Plaza                    $16,521,505      7.375%      $114,479.41             NAP    06/21/2001
  36     BSFI     Danada Square Retail Center              $14,196,000      6.510%              NAP      $77,013.30    11/30/2001
  37     BSFI     MacArthur Plaza                          $13,410,000      6.170%              NAP      $68,949.75    11/14/2001
  44     BSFI     Cinnabar Apartments                      $10,897,538      6.845%       $84,262.47             NAP    06/12/2001
  47     BSFI     New Creative Enterprises                  $9,986,713      7.350%       $68,897.21             NAP    09/07/2001
  49     BSFI     Summerhill Plaza                          $9,477,732      6.850%       $66,237.72             NAP    09/06/2001
  53     BSFI     Countryside Village of Lake Lanier        $8,491,293      5.850%       $50,144.98             NAP    10/18/2001
  54     BSFI     Parkside Tower                            $8,250,000      5.950%              NAP      $40,906.25    11/15/2001
  70     BSFI     Camarillo Business Center                 $7,390,044      7.300%       $50,732.25             NAP    09/25/2001
  71     BSFI     Gulfstream Harbor Apartments              $7,300,000      7.000%              NAP      $43,174.77    08/27/2001
  76     BSFI     601 Indiana Avenue                        $6,600,000      7.280%       $45,158.01      $40,596.11    07/30/2001
  81     BSFI     France Place Office                       $6,150,000      5.950%              NAP      $30,493.75    11/06/2001
  87     BSFI     Landmark Professional Building            $5,487,912      7.200%       $39,577.38             NAP    09/28/2001
  94     BSFI     Countryside Village of Gwinnett           $4,994,878      5.850%       $29,497.05             NAP    10/15/2001
  97     BSFI     Frank Russell Building                    $4,774,727      6.900%       $65,882.43             NAP    10/01/2001
 117     BSFI     Countryside Village of Bowling Green      $2,397,541      5.850%       $14,158.58             NAP    10/24/2001
 122     BSFI     Dadeland North Shopping Center            $2,098,174      6.700%       $13,550.84             NAP    10/02/2001

                  TOTALS/WEIGHTED AVERAGES:               $138,424,057


<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
                                 ORIG.                                            PREPAYMENT DESCRIPTION
 LOAN  ORIG. TERM   REM. TERM   AMORT.              LOCKOUT
 NO.     (MOS)        (MOS)      (MOS)  SEASONING    PERIOD   DEF   DEF/YM1.00    YM2.00  YM1.75   YM1.50   YM1.25   YM1.00   YM
-----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>          <C>         <C>     <C>         <C>       <C>   <C>           <C>     <C>      <C>      <C>      <C>      <C>
  29      120          115        360       5          47      72
  36       96           96        IO        0          35                                                              58
  37       84           84        IO        0          35                                                              46
  44      120          115        240       5          47      72
  47      120          118        360       2          26      92
  49      120          118        300       2          47      72
  53       60           59        360       1          47       9
  54       60           60        IO        0          35                                                              22
  70      120          118        360       2          35      84
  71      120          117        IO        3          47      72
  76       84           80        360       4          35      48
  81       60           60        IO        0          35                                                              22
  87      120          118        300       2          47      72
  94       60           59        360       1          47       9
  97       96           94        96        2          48      47
 117       60           59        360       1          47       9
 122      120          119        360       1          47      69



<CAPTION>

-------------------------------------------------------------------------------------------------------------------
                                            MASTER      PRIMARY     MASTER EXCESS    PRIMARY EXCESS     TRUSTEE
 LOAN              YM       ADMIN. COST   SERV. FEE    SERV. FEE      SERV. FEE        SERV. FEE          FEE
 NO.    OPEN     FORMULA    RATE (BPS)    RATE (BPS)   RATE (BPS)    RATE (BPS)        RATE (BPS)      RATE (BPS)
-------------------------------------------------------------------------------------------------------------------
<S>     <C>      <C>        <C>           <C>          <C>          <C>              <C>               <C>
  29     1                     3.250         2.00         1.00          0.00              0.00           0.250
  36     3          D          6.250         2.00         4.00          0.00              0.00           0.250
  37     3          E          3.250         2.00         1.00          0.00              0.00           0.250
  44     1                     3.250         2.00         1.00          0.00              0.00           0.250
  47     2                     3.250         2.00         1.00          0.00              0.00           0.250
  49     1                     3.250         2.00         1.00          0.00              0.00           0.250
  53     4                     3.250         2.00         1.00          0.00              0.00           0.250
  54     3          D          6.250         2.00         4.00          0.00              0.00           0.250
  70     1                     3.250         2.00         1.00          0.00              0.00           0.250
  71     1                     3.250         2.00         1.00          0.00              0.00           0.250
  76     1                     3.250         2.00         1.00          0.00              0.00           0.250
  81     3          D          6.250         2.00         4.00          0.00              0.00           0.250
  87     1                     3.250         2.00         1.00          0.00              0.00           0.250
  94     4                     3.250         2.00         1.00          0.00              0.00           0.250
  97     1                     3.250         2.00         1.00          0.00              0.00           0.250
 117     4                     3.250         2.00         1.00          0.00              0.00           0.250
 122     4                     6.250         2.00         4.00          0.00              0.00           0.250

</TABLE>


<PAGE>




                                   SCHEDULE V

            MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL LOAN SCHEDULE


<PAGE>


2001-TOP5 MORTGAGE LOAN SCHEDULE
MORGAN STANLEY COLLATERAL

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                AGGREGATE
 LOAN                                                            CUT-OFF       MORTGAGE       MONTHLY        MONTHLY        NOTE
 NO.     SELLER     PROPERTY NAME                              DATE BALANCE      RATE      PAYMENT (P&I)   PAYMENT (IO)     DATE
-----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>        <C>                                         <C>              <C>        <C>               <C>        <C>
   1     MSDWMC     Portals Office Building                     $71,902,542      7.500%     $547,458.22        NAP       11/19/1997
   2     MSDWMC     Apache Mall                                 $55,583,346      7.000%     $379,222.44        NAP       07/01/1999
  14     MSDWMC     Lake Mary Centre                            $24,980,498      7.250%     $170,544.07        NAP       10/24/2001
  18     MSDWMC     APW Portfolio - North Salt Lake              $6,421,665      7.100%      $45,853.18        NAP       10/31/2001
  19     MSDWMC     APW Portfolio - Champlin                     $4,549,800      7.100%      $32,487.34        NAP       10/31/2001
  20     MSDWMC     APW Portfolio - Robinsville                  $3,756,230      7.100%      $26,820.95        NAP       10/31/2001
  21     MSDWMC     APW Portfolio - Radford                      $1,481,330      7.100%      $10,577.27        NAP       10/31/2001
  22     MSDWMC     APW Portfolio - Monon                        $1,269,712      7.100%       $9,066.23        NAP       10/31/2001
  23     MSDWMC     Collins & Aikman Portfolio - Albemarle       $4,609,731      7.350%      $33,656.32        NAP       10/05/2001
  24     MSDWMC     Collins & Aikman Portfolio - Farmville       $5,076,540      7.350%      $37,064.55        NAP       10/05/2001
  25     MSDWMC     Collins & Aikman Portfolio - Holmesville       $816,914      7.350%       $5,964.41        NAP       10/05/2001
  26     MSDWMC     Collins & Aikman Portfolio - Marshall        $1,225,372      7.350%       $8,946.62        NAP       10/05/2001
  27     MSDWMC     Collins & Aikman Portfolio - Old Fort        $3,792,818      7.350%      $27,691.91        NAP       10/05/2001
  28     MSDWMC     Collins & Aikman Portfolio - Springfield     $1,458,776      7.350%      $10,650.73        NAP       10/05/2001
  32     MSDWMC     11645 Wilshire Blvd                         $15,952,276      7.670%     $113,742.71        NAP       06/20/2001
  34     MSDWMC     South Jordan Marketplace                    $11,661,200      7.420%      $80,960.00        NAP       10/03/2001
  35     MSDWMC     Legacy Retail Center                         $3,327,489      7.420%      $23,101.70        NAP       10/03/2001
  39     MSDWMC     DelMonte Portfolio - Toppenish               $4,619,599      7.350%      $33,729.12        NAP       10/24/2001
  40     MSDWMC     DelMonte Portfolio - Mendota                 $3,995,329      7.350%      $29,171.14        NAP       10/24/2001
  41     MSDWMC     DelMonte Portfolio - Plover                  $3,495,913      7.350%      $25,524.74        NAP       10/24/2001
  48     MSDWMC     Chandler Office Center                       $9,778,765      7.220%      $66,653.98        NAP       08/15/2001
  58     MSDWMC     Macy's - Mesa, AZ                            $7,761,219      7.450%      $61,378.61        NAP       08/01/2001
  73     MSDWMC     Compton Renaissance Plaza                    $6,999,070      8.125%      $74,396.67        NAP       06/20/1994
  77     MSDWMC     PSC of Oklahoma Building                     $6,581,459      7.450%      $66,061.55        NAP       08/01/2001
  78     MSDWMC     Foothill Plaza Shopping Center               $6,378,080      7.990%      $46,916.32        NAP       05/25/2001
  83     MSDWMC     Village Square Shopping Center               $6,062,165      7.330%      $41,772.36        NAP       08/15/2001
  91     MSDWMC     Lindale Crossing Shopping Center             $5,289,560      7.630%      $37,531.30        NAP       08/02/2001
  99     MSDWMC     Buffalo Office Park                          $4,483,671      7.770%      $32,300.77        NAP       05/27/2001
 107     MSDWMC     Cypress Trust Office Building                $3,165,197      7.320%      $21,844.39        NAP       04/02/2001
 145     MSDWMC     Dolphin Portfolio - Victoria, TX               $715,242      7.540%      $11,670.80        NAP       07/02/2001
 146     MSDWMC     Dolphin Portfolio - Bethany, OK                $667,194      7.540%      $10,964.76        NAP       07/02/2001

                    TOTALS/WEIGHTED AVERAGES:                  $287,858,700



<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
                                ORIG.                                             PREPAYMENT DESCRIPTION
 LOAN  ORIG. TERM   REM. TERM   AMORT.             LOCKOUT
 NO.     (MOS)        (MOS)     (MOS)   SEASONING   PERIOD   DEF   DEF/YM1.00   YM2.00   YM1.75   YM1.50   YM1.25   YM1.00   YM
-----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>          <C>         <C>     <C>        <C>       <C>   <C>          <C>      <C>      <C>      <C>      <C>      <C>
   1       73           72       277        1         12                                                              58
   2      120           92       360       28         36                                                                     74
  14      120          119       360        1         25      91
  18      120          119       300        1         25      91
  19      120          119       300        1         25      91
  20      120          119       300        1         25      91
  21      120          119       300        1         25      91
  22      120          119       300        1         25      91
  23      120          119       300        1         25      91
  24      120          119       300        1         25      91
  25      120          119       300        1         25      91
  26      120          119       300        1         25      91
  27      120          119       300        1         25      91
  28      120          119       300        1         25      91
  32      120          115       360        5         29      87
  34      120          119       360        1         25      91
  35      120          119       360        1         25      91
  39      120          119       300        1         25      91
  40      120          119       300        1         25      91
  41      120          119       300        1         25      91
  48      120          117       360        3         27      89
  58      108          104       252        4         28      73
  73      120           31       239       89         60                          8        12       12       12       13
  77       92           88       160        4         28      57
  78       60           54       360        6         30      26
  83      120          117       360        3         27      89
  91      120          117       360        3         27      89
  99      120          114       360        6         30      86
 107      120          113       360        7         31      85
 145      108          103        83        5         29      72
 146      108          103        82        5         29      72


<PAGE>

<CAPTION>

-------------------------------------------------------------------------------------------------------------------------------
                                                  MASTER        PRIMARY       MASTER EXCESS      PRIMARY EXCESS       TRUSTEE
 LOAN               YM         ADMIN. COST      SERV. FEE      SERV. FEE        SERV. FEE          SERV. FEE            FEE
 NO.     OPEN     FORMULA      RATE (BPS)       RATE (BPS)    RATE (BPS)        RATE (BPS)         RATE (BPS)        RATE (BPS)
-------------------------------------------------------------------------------------------------------------------------------
<S>      <C>      <C>          <C>              <C>           <C>             <C>                <C>                 <C>
   1      3          A            3.250            2.00          1.00              0.00               0.00             0.250
   2     10          B            3.250            2.00          1.00              0.00               0.00             0.250
  14      4                       3.250            2.00          1.00              0.00               0.00             0.250
  18      4                       3.250            2.00          1.00              0.00               0.00             0.250
  19      4                       3.250            2.00          1.00              0.00               0.00             0.250
  20      4                       3.250            2.00          1.00              0.00               0.00             0.250
  21      4                       3.250            2.00          1.00              0.00               0.00             0.250
  22      4                       3.250            2.00          1.00              0.00               0.00             0.250
  23      4                       3.250            2.00          1.00              0.00               0.00             0.250
  24      4                       3.250            2.00          1.00              0.00               0.00             0.250
  25      4                       3.250            2.00          1.00              0.00               0.00             0.250
  26      4                       3.250            2.00          1.00              0.00               0.00             0.250
  27      4                       3.250            2.00          1.00              0.00               0.00             0.250
  28      4                       3.250            2.00          1.00              0.00               0.00             0.250
  32      4                      13.250            2.00         10.00              1.00               0.00             0.250
  34      4                       3.250            2.00          1.00              0.00               0.00             0.250
  35      4                       3.250            2.00          1.00              0.00               0.00             0.250
  39      4                       3.250            2.00          1.00              0.00               0.00             0.250
  40      4                       3.250            2.00          1.00              0.00               0.00             0.250
  41      4                       3.250            2.00          1.00              0.00               0.00             0.250
  48      4                       3.250            2.00          1.00              0.00               0.00             0.250
  58      7                       3.250            2.00          1.00              0.00               0.00             0.250
  73      3          F            3.250            2.00          1.00              0.00               0.00             0.250
  77      7                       3.250            2.00          1.00              0.00               0.00             0.250
  78      4                      13.250            2.00         10.00              1.00               0.00             0.250
  83      4                       3.250            2.00          1.00              0.00               0.00             0.250
  91      4                      13.250            2.00         10.00              1.00               0.00             0.250
  99      4                       3.250            2.00          1.00              0.00               0.00             0.250
 107      4                       3.250            2.00          1.00              0.00               0.00             0.250
 145      7                       3.250            2.00          1.00              0.00               0.00             0.250
 146      7                       3.250            2.00          1.00              0.00               0.00             0.250
</TABLE>




<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


<PAGE>

                                  Schedule VII

   Certain Escrow Accounts for which a Report Under Section 5.1(g) is Required


Mtg. Loan Seller           Loan No.              Property Name
----------------           --------              -------------
MSDWMC    -                None

Bear Stearns Funding       87                    Landmark Professional Building:

Principal                  96                    Boynton Commerce Center II
                           13                    Union Bank Square
                           75                    Mentor Commons Shopping Center
                           84                    Spirent Communications
                           89                    Green Hills Office Park
                           38                    Impath Building
                           92                    Mercado Shopping Center
                           50                    Rianna Apartments
                           59                    Kelly Square
                           10                    Great America Technical Center
                           79                    Rock Springs & Palm Isle
                           11                    One & Two Greenwood Plaza
                           15                    Jacobs Woods

Wells Fargo                See following pages


<PAGE>
POOL 13
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
 TAB NO.  LOAN NUMBER               PROPERTY NAME                     SCHEDULE VII - UPFRONT RESERVES, IN EXCESS OF $75,000, FOR:
                                                                                        - SPECIFIC IMMEDIATE ENGINEERING WORK
                                                                                       - COMPLETION OF ADDITIONAL CONSTRUCTION
                                                                                    - ENVIRONMENTAL REMEDIATON OT SIMILAR PROJECTS
------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>            <C>                                          <C>
   136    310851591       Vernon Oaks Apartments
   110    310900260       Highland Industrial Center
   121    310900326       315 - 321 Castro Street
   55     310900394       1625 Clay Street
   122    310900408       A Aardvark Self-Storage
   161    310900415       Roosevelt Estates
   171    310900417       Park Terrace Mobile Home Park
   129    310900426       Ramsey Square
   165    310900427       Auburn Commercial Park
   172    310900431       111-151 E. Brokaw Road
   160    310900432       Dell Avenue
   149    310900436       Lackman
   173    310900437       Portola Drive
   164    310900438       Stadium Office Park
   49     310900439       Smithridge  Plaza Shopping Center
   125    310900455       The Malls                                  $138,125





   151    310900456       356-374 South Milpitas Boulevard
   157    310900457       Borregas Avenue
   140    310900458       1084 N. El Camino Real
   170    310900459       IPITEK Building
   118    310900460       Park Pointe Plaza                          $116,395



   168    310900461       4125 Blackford Avenue
   148    310900463       Santa Rosa Center
   114    310900464       Agoura Business Center
   145    310900471       Fountain Hills
   119    310900473       Eldorado Business Park
   115    310900479       Westco Chemical, Inc.
   141    310900481       Monks Place
   150    310900482       Sachs Building
   177    310900484       South Garfield Avenue
   138    310900485       Secure Computing
   127    310900486       Walgreens (Chicago, IL)
   176    310900487       Grocery Outlet Oregon
   144    310900490       Imperial Medical Office Center
   131    310900494       Orange Village Mobile Home Park
   116    310900495       60 Broadway
   117    310900496       Longs Drugs Alameda
   166    310900497       Broadway Industrial Parkway
   142    310900501       Las Casitas Apartments
   169    310900502       MacMain Plaza
   146    310900503       Signal Hill Industrial Park
   132    310900504       Cala Foods Center
   152    310900510       Riverside Mini Storage
   158    310900511       Bellaire-Hillcroft Mini Storage
   60     310900515       2055 Laurelwood Road
   107    310900519       TeleTech - Stockton
   134    310900524       Hayvenhurst Avenue Industrial
   178    310900526       2601 E. Del Amo Blvd
   154    310900527       200 W. 140th St
   179    310900528       Fiske Place
   89     310900529       Canal Office Park
   96     310900530       Enterprise Distribution Center
   159    310900532       Arcadia Self Storage
   85     310900537       Wapehani Hills Apartments
   175    310900539       44 West Street
   108    310900547       Trail Wagons I and II
   135    310900548       Lakeview Court Apartments
   137    310900561       Triangle Self Storage
   153    310900562       Sunrise Court Apartments
   147    310900563       The Lofts of Sandcreek
   120    310900567       Walgreens--Van Nuys
   102    310900570       Harbor Division Warehouse
   139    310900572       Toro Building
   93     310900573       Paramount Industrial Portfolio             $80,848






   58     310900574       2570 W. El Camino Real
   128    310900575       One Medical Center
   167    310900576       Keller Springs Medical Plaza
   54     310900579       Lake Forest Shopping Center
   48     310900595       Airport Distribution Center
   13     310900598       Great Western Savings Building
   111    310900603       1300 U Street
   45     310900612       CCL Industries Building
   162    920900476       Birchwood Apartments
   174    920900558       Birdneck Shoppes
   83     940900583       Inverness Community MHP
    4     310900553A      Woodland Hills
    5     310900553B      Cabana
    6     310900553C      Pickwick Village
    7     310900553D      Casa del Sol
    8     310900553E      Windmill Manor
    9     310900553F      Apollo Village
   10     310900553G      Indian Oaks
   64     310900557A      Dunn-Edwards - Pasadena
   65     310900557B      Dunn-Edwards - Mission Hills
   66     310900557C      Dunn-Edwards - Hoover
   67     310900557D      Dunn-Edwards - Camelback
   68     310900557E      Dunn-Edwards - West Covina
   69     310900557F      Dunn-Edwards - Bell Road
   70     310900557G      Dunn-Edwards - Glendale
   71     310900557H      Dunn-Edwards - Maywood
   72     310900557I      Dunn-Edwards - Tucson


<CAPTION>
-----------------------------------------------------------------------------------------
 TAB NO.                       SCHEDULE VII - UPFRONT RESERVES COMMENTS



-----------------------------------------------------------------------------------------
<S>                  <C>
   136
   110
   121
   55
   122
   161
   171
   129
   165
   172
   160
   149
   173
   164
   49
   125                 The property appeared to be in good to fair condition. Immediate
                       repairs include: 1) $2,500: patch asphalt pavement in the back
                       and side areas of the property; 2 )84,000: Repair leaks in
                       canopy and soffit areas, which includes wood rot on the columns
                       and rusted soffit areas. 3) $24,000: Repair brick veneer on
                       north wall of Family Dollar.
   151
   157
   140
   170
   118                 The property appeared to be generally in fair to good
                       condition.  Immediate repairs include exterior paint,
                       asphalt-paving repairs, seal coat and restripe of the asphalt
                       paving, and roof covering replacements.
   168
   148
   114
   145
   119
   115
   141
   150
   177
   138
   127
   176
   144
   131
   116
   117
   166
   142
   169
   146
   132
   152
   158
   60
   107
   134
   178
   154
   179
   89
   96
   159
   85
   175
   108
   135
   137
   153
   147
   120
   102
   139
   93                  Deferred maintenance with a cost to cure estimate of $64,678 was
                       identified in the Engineering Report.  The bulk of the estimated
                       expense ($57,278) is attributed to parking lot repairs.  Some
                       minor plumbing work at roof drains, replacement of damaged
                       storefront glazing, and select water heater strapping is
                       recommended. Required deferred maintenance impound of $80,848
                       (125%) at loan closing.
   58
   128
   167
   54
   48
   13
   111
   45
   162
   174
   83
    4
    5
    6
    7
    8
    9
   10
   64
   65
   66
   67
   68
   69
   70
   71
   72
</TABLE>


<PAGE>

                                  SCHEDULE VIII

                     LIST OF MORTGAGORS THAT ARE THIRD PARTY
                       BENEFICIARIES UNDER SECTION 2.3(a)

<PAGE>



                                  Schedule VIII

              List of Mortgagors that are Third Party Beneficiaries


Wells Fargo - None

Principal - None

Bear Stearns - None

Morgan Stanley:

Loan Number        Loan Name                               Loan Balance
-----------        ---------                               ------------
145                Dolphin Portfolio - Victoria, TX        $715,241.92
146                Dolphin Portfolio - Bethany, OK         $667,194.44





<PAGE>



                                   SCHEDULE IX

            Rates Used in Determination of Class X Pass-Through Rate


<PAGE>

                                 SCHEDULE IX

          Rates Used in Determination of Class X Pass-Through Rates
             ("Class X-1 Strip Rate" and "Class X-2 Strip Rate")

             01/15/02                                7.16410%
             02/15/02                                7.16405
             03/15/02                                7.16448
             04/15/02                                7.34484
             05/15/02                                7.16383
             06/15/02                                7.34472
             07/15/02                                7.16370
             08/15/02                                7.34459
             09/15/02                                7.34453
             10/15/02                                7.16350
             11/15/02                                7.34440
             12/15/02                                7.16336
             01/15/03                                7.16329
             02/15/03                                7.16323
             03/15/03                                7.16369
             04/15/03                                7.34403
             05/15/03                                7.16300
             06/15/03                                7.34389
             07/15/03                                7.16285
             08/15/03                                7.34375
             09/15/03                                7.34369
             10/15/03                                7.16264
             11/15/03                                7.34354
             12/15/03                                7.16249
             01/15/04                                7.34339
             02/15/04                                7.16234
             03/15/04                                7.16248
             04/15/04                                7.34316
             05/15/04                                7.16211
             06/15/04                                7.33860
             07/15/04                                7.15646
             08/15/04                                7.33848
             09/15/04                                7.33843
             10/15/04                                7.15629
             11/15/04                                7.33830
             12/15/04                                7.15617
             01/15/05                                7.15611
             02/15/05                                7.15605
             03/15/05                                7.15668
             04/15/05                                7.33794

<PAGE>




                                    SCHEDULE X

             Rates Used in Determination of Class X Pass-Through Rates
                ("Class X-1 Strip Rate" and "Class X-2 Strip Rate")

                01/15/02                                7.16410%
                02/15/02                                7.16405
                03/15/02                                7.16448
                04/15/02                                7.34484
                05/15/02                                7.16383
                06/15/02                                7.34472
                07/15/02                                7.16370
                08/15/02                                7.34459
                09/15/02                                7.34453
                10/15/02                                7.16350
                11/15/02                                7.34440
                12/15/02                                7.16336
                01/15/03                                7.16329
                02/15/03                                7.16323
                03/15/03                                7.16369
                04/15/03                                7.34403
                05/15/03                                7.16300
                06/15/03                                7.34389
                07/15/03                                7.16285
                08/15/03                                7.34375
                09/15/03                                7.34369
                10/15/03                                7.16264
                11/15/03                                7.34354
                12/15/03                                7.16249
                01/15/04                                7.34339
                02/15/04                                7.16234
                03/15/04                                7.16248
                04/15/04                                7.34316
                05/15/04                                7.16211
                06/15/04                                7.33860
                07/15/04                                7.15646
                08/15/04                                7.33848
                09/15/04                                7.33843
                10/15/04                                7.15629
                11/15/04                                7.33830
                12/15/04                                7.15617
                01/15/05                                7.15611
                02/15/05                                7.15605
                03/15/05                                7.15668
                04/15/05                                7.33794
                05/15/05                                7.15584
                06/15/05                                7.33780
                07/15/05                                7.15572
                08/15/05                                7.33766
                09/15/05                                7.33760
                10/15/05                                7.15553
                11/15/05                                7.33746
                12/15/05                                7.15539
                01/15/06                                7.15531
                02/15/06                                7.15525
                03/15/06                                7.15594

<PAGE>

                04/15/06                                7.33226%
                05/15/06                                7.15074
                06/15/06                                7.33162
                07/15/06                                7.15016
                08/15/06                                7.33145
                09/15/06                                7.33137
                10/15/06                                7.14993
                11/15/06                                7.33120
                12/15/06                                7.16977
                01/15/07                                7.19078
                02/15/07                                7.19073
                03/15/07                                7.19155
                04/15/07                                7.37597
                05/15/07                                7.19056
                06/15/07                                7.37586
                07/15/07                                7.19045
                08/15/07                                7.37574
                09/15/07                                7.37569
                10/15/07                                7.19028
                11/15/07                                7.37071
                12/15/07                                7.17102
                01/15/08                                7.37058
                02/15/08                                7.17092
                03/15/08                                7.17121
                04/15/08                                7.37037
                05/15/08                                7.17069
                06/15/08                                7.37019
                07/15/08                                7.17062
                08/15/08                                7.36731
                09/15/08                                7.36653
                10/15/08                                7.16788
                11/15/08                                7.36642
                12/15/08                                7.16780


<PAGE>

                                   SCHEDULE XI

                 MORTGAGE LOANS SECURED BY MORTGAGED PROPERTIES
                  COVERED BY AN ENVIRONMENTAL INSURANCE POLICY

<PAGE>

                                   Schedule XI

   Mortgage Loans Secured by Mortgaged Properties Covered by an Environmental
                                Insurance Policy

                                    DATA TAPE

MSDWCI 2001-TOP5
Environmental Insurance

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
 LOAN POOL
    NO.         MORTGAGE LOAN SELLER        INTERNAL LOAN ID                         PROPERTY NAME
----------------------------------------------------------------------------------------------------------------------
<S>           <C>                       <C>                       <C>
14            PCF                       752775                    Union Bank Square
----------------------------------------------------------------------------------------------------------------------
18            PCF                       753012                    Cumberland Center I Office Building
----------------------------------------------------------------------------------------------------------------------
30            BSFI                      30345                     Garrison Forest Plaza
----------------------------------------------------------------------------------------------------------------------
33            MSDWMC                    01-08299                  11645 Wilshire Blvd.
----------------------------------------------------------------------------------------------------------------------
46            PCF                       752867                    Shaw's Plaza Shopping Center
----------------------------------------------------------------------------------------------------------------------
61            MSDWMC                    01-08746                  Macy's - Mesa, AZ
----------------------------------------------------------------------------------------------------------------------
64            WFB                       310900557A                Dunn-Edwards - Pasadena
----------------------------------------------------------------------------------------------------------------------
65            WFB                       310900557B                Dunn-Edwards - Mission Hills
----------------------------------------------------------------------------------------------------------------------
66            WFB                       310900557C                Dunn-Edwards - Hoover
----------------------------------------------------------------------------------------------------------------------
67            WFB                       310900557D                Dunn-Edwards - Camelback
----------------------------------------------------------------------------------------------------------------------
68            WFB                       310900557E                Dunn-Edwards - West Covina
----------------------------------------------------------------------------------------------------------------------
69            WFB                       310900557F                Dunn-Edwards - Bell Road
----------------------------------------------------------------------------------------------------------------------
70            WFB                       310900557G                Dunn-Edwards - Glendale
----------------------------------------------------------------------------------------------------------------------
71            WFB                       310900557H                Dunn-Edwards - Maywood
----------------------------------------------------------------------------------------------------------------------
72            WFB                       310900557I                Dunn-Edwards - Tucson
----------------------------------------------------------------------------------------------------------------------
76            MSDWMC                    01-10240                  Compton Renaissance Plaza
----------------------------------------------------------------------------------------------------------------------
80            MSDWMC                    01-08778                  PSC of Oklahoma Building
----------------------------------------------------------------------------------------------------------------------
81            MSDWMC                    01-08680                  Foothill Plaza Shopping Center
----------------------------------------------------------------------------------------------------------------------
90            BSCMI                     33205                     Landmark Professional Building
----------------------------------------------------------------------------------------------------------------------
92            PCF                       752958                    Green Hills Office Park
----------------------------------------------------------------------------------------------------------------------
94            MSDWMC                    01-08981                  Lindale Crossing Shopping Center
----------------------------------------------------------------------------------------------------------------------
95            PCF                       753011                    Mercado Shopping Center
----------------------------------------------------------------------------------------------------------------------
112           PCF                       752961                    McCullers Crossing Shopping Center
----------------------------------------------------------------------------------------------------------------------
115           WFB                       310900479                 Westco Chemical, Inc.
----------------------------------------------------------------------------------------------------------------------
116           WFB                       310900495                 60 Broadway
----------------------------------------------------------------------------------------------------------------------
117           WFB                       310900496                 Longs Drugs Alameda
----------------------------------------------------------------------------------------------------------------------
118           WFB                       310900460                 Park Pointe Plaza
----------------------------------------------------------------------------------------------------------------------
119           WFB                       310900473                 Eldorado Business Park
----------------------------------------------------------------------------------------------------------------------
120           WFB                       310900567                 Walgreens--Van Nuys
----------------------------------------------------------------------------------------------------------------------
122           WFB                       310900408                 A Aardvark Self-Storage
----------------------------------------------------------------------------------------------------------------------
125           WFB                       310900455                 The Malls
----------------------------------------------------------------------------------------------------------------------
127           WFB                       310900486                 Walgreens (Chicago, IL)
----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
 LOAN POOL
    NO.         MORTGAGE LOAN SELLER        INTERNAL LOAN ID                         PROPERTY NAME
----------------------------------------------------------------------------------------------------------------------
<S>           <C>                       <C>                       <C>
128           WFB                       310900575                 One Medical Center
----------------------------------------------------------------------------------------------------------------------
129           WFB                       310900426                 Ramsey Square
----------------------------------------------------------------------------------------------------------------------
130           BSCMI                     33124                     Dadeland North Shopping Center
----------------------------------------------------------------------------------------------------------------------
131           WFB                       310900494                 Orange Village Mobile Home Park
----------------------------------------------------------------------------------------------------------------------
132           WFB                       310900504                 Cala Foods Center
----------------------------------------------------------------------------------------------------------------------
134           WFB                       310900524                 Hayvenhurst Avenue Industrial
----------------------------------------------------------------------------------------------------------------------
135           WFB                       310900548                 Lakeview Court Apartments
----------------------------------------------------------------------------------------------------------------------
137           WFB                       310900561                 Triangle Self Storage
----------------------------------------------------------------------------------------------------------------------
138           WFB                       310900485                 Secure Computing
----------------------------------------------------------------------------------------------------------------------
139           WFB                       310900572                 Toro Building
----------------------------------------------------------------------------------------------------------------------
140           WFB                       310900458                 1084 N. El Camino Real
----------------------------------------------------------------------------------------------------------------------
141           WFB                       310900481                 Monks Place
----------------------------------------------------------------------------------------------------------------------
142           WFB                       310900501                 Las Casitas Apartments
----------------------------------------------------------------------------------------------------------------------
144           WFB                       310900490                 Imperial Medical Office Center
----------------------------------------------------------------------------------------------------------------------
145           WFB                       310900471                 Fountain Hills
----------------------------------------------------------------------------------------------------------------------
146           WFB                       310900503                 Signal Hill Industrial Park
----------------------------------------------------------------------------------------------------------------------
147           WFB                       310900563                 The Lofts of Sandcreek
----------------------------------------------------------------------------------------------------------------------
148           WFB                       310900463                 Santa Rosa Center
----------------------------------------------------------------------------------------------------------------------
149           WFB                       310900436                 Lackman
----------------------------------------------------------------------------------------------------------------------
150           WFB                       310900482                 Sachs Building
----------------------------------------------------------------------------------------------------------------------
151           WFB                       310900456                 356-374 South Milpitas Boulevard
----------------------------------------------------------------------------------------------------------------------
152           WFB                       310900510                 Riverside Mini Storage
----------------------------------------------------------------------------------------------------------------------
153           WFB                       310900562                 Sunrise Court Apartments
----------------------------------------------------------------------------------------------------------------------
154           WFB                       310900527                 200 W. 140th St
----------------------------------------------------------------------------------------------------------------------
155           MSDWMC                    01-08787                  Dolphin Portfolio - Victoria, TX
----------------------------------------------------------------------------------------------------------------------
156           MSDWMC                    01-08777                  Dolphin Portfolio - Bethany, OK
----------------------------------------------------------------------------------------------------------------------
157           WFB                       310900457                 Borregas Avenue
----------------------------------------------------------------------------------------------------------------------
158           WFB                       310900511                 Bellaire-Hillcroft Mini Storage
----------------------------------------------------------------------------------------------------------------------
159           WFB                       310900532                 Arcadia Self Storage
----------------------------------------------------------------------------------------------------------------------
160           WFB                       310900432                 Dell Avenue
----------------------------------------------------------------------------------------------------------------------
161           WFB                       310900415                 Roosevelt Estates
----------------------------------------------------------------------------------------------------------------------
162           WFB                       920900476                 Birchwood Apartments
----------------------------------------------------------------------------------------------------------------------
164           WFB                       310900438                 Stadium Office Park
----------------------------------------------------------------------------------------------------------------------
165           WFB                       310900427                 Auburn Commercial Park
----------------------------------------------------------------------------------------------------------------------
166           WFB                       310900497                 Broadway Industrial Parkway
----------------------------------------------------------------------------------------------------------------------
167           WFB                       310900576                 Keller Springs Medical Plaza
----------------------------------------------------------------------------------------------------------------------
168           WFB                       310900461                 4125 Blackford Avenue
----------------------------------------------------------------------------------------------------------------------
169           WFB                       310900502                 MacMain Plaza
----------------------------------------------------------------------------------------------------------------------
170           WFB                       310900459                 IPITEK Building
----------------------------------------------------------------------------------------------------------------------
171           WFB                       310900417                 Park Terrace Mobile Home Park
----------------------------------------------------------------------------------------------------------------------
172           WFB                       310900431                 111-151 E. Brokaw Road
----------------------------------------------------------------------------------------------------------------------
173           WFB                       310900437                 Portola Drive
----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
 LOAN POOL
    NO.         MORTGAGE LOAN SELLER        INTERNAL LOAN ID                         PROPERTY NAME
----------------------------------------------------------------------------------------------------------------------
<S>           <C>                       <C>                       <C>
174           WFB                       920900558                 Birdneck Shoppes
----------------------------------------------------------------------------------------------------------------------
175           WFB                       310900539                 44 West Street
----------------------------------------------------------------------------------------------------------------------
176           WFB                       310900487                 Grocery Outlet Oregon
----------------------------------------------------------------------------------------------------------------------
177           WFB                       310900484                 South Garfield Avenue
----------------------------------------------------------------------------------------------------------------------
178           WFB                       310900526                 2601 E. Del Amo Blvd
----------------------------------------------------------------------------------------------------------------------
179           WFB                       310900528                 Fiske Place
----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                                 CUT-OFF DATE BALANCE
       PROPERTY TYPE                 (12/1/2001)           ENVIRONMENTAL INSURANCE (Y/N)
-------------------------------------------------------------------------------------------
<S>                           <C>                         <C>
Office                        $27,318,613                 Yes - Individual
-------------------------------------------------------------------------------------------
Office                        $19,176,303                 Yes - Individual
-------------------------------------------------------------------------------------------
Retail                        $16,521,505                 Yes - Individual
-------------------------------------------------------------------------------------------
Office                        $15,952,276                 Yes - Group
-------------------------------------------------------------------------------------------
Retail                        $10,952,270                 Yes - Individual
-------------------------------------------------------------------------------------------
Retail                        $7,761,219                  Yes - Group
-------------------------------------------------------------------------------------------
Retail                        $1,425,762                  Yes - Individual
-------------------------------------------------------------------------------------------
Retail                        $1,346,000                  Yes - Individual
-------------------------------------------------------------------------------------------
Retail                        $942,200                    Yes - Individual
-------------------------------------------------------------------------------------------
Retail                        $774,698                    Yes - Individual
-------------------------------------------------------------------------------------------
Retail                        $711,884                    Yes - Individual
-------------------------------------------------------------------------------------------
Retail                        $681,973                    Yes - Individual
-------------------------------------------------------------------------------------------
Retail                        $568,311                    Yes - Individual
-------------------------------------------------------------------------------------------
Retail                        $521,699                    Yes - Individual
-------------------------------------------------------------------------------------------
Retail                        $467,361                    Yes - Individual
-------------------------------------------------------------------------------------------
Retail                        $6,999,070                  Yes - Group
-------------------------------------------------------------------------------------------
Office                        $6,581,459                  Yes - Group
-------------------------------------------------------------------------------------------
Retail                        $6,378,080                  Yes - Group
-------------------------------------------------------------------------------------------
Office                        $5,487,912                  Yes - Individual
-------------------------------------------------------------------------------------------
Office                        $5,436,038                  Yes - Individual
-------------------------------------------------------------------------------------------
Retail                        $5,289,560                  Yes - Group
-------------------------------------------------------------------------------------------
Retail                        $5,242,669                  Yes - Individual
-------------------------------------------------------------------------------------------
Retail                        $3,193,224                  Yes - Individual
-------------------------------------------------------------------------------------------
Industrial                    $2,974,257                  Yes - Group
-------------------------------------------------------------------------------------------
Office                        $2,887,551                  Yes - Group
-------------------------------------------------------------------------------------------
Retail                        $2,689,007                  Yes - Group
-------------------------------------------------------------------------------------------
Retail                        $2,678,841                  Yes - Group
-------------------------------------------------------------------------------------------
Industrial                    $2,637,235                  Yes - Group
-------------------------------------------------------------------------------------------
Retail                        $2,561,301                  Yes - Group
-------------------------------------------------------------------------------------------
Self Storage                  $2,437,672                  Yes - Group
-------------------------------------------------------------------------------------------
Retail                        $2,293,522                  Yes - Group
-------------------------------------------------------------------------------------------
Retail                        $2,185,194                  Yes - Group
-------------------------------------------------------------------------------------------
Office                        $2,152,994                  Yes - Group
-------------------------------------------------------------------------------------------
Office                        $2,143,548                  Yes - Group
-------------------------------------------------------------------------------------------
Retail                        2,098,174                   Yes - Individual
-------------------------------------------------------------------------------------------
Mobile Home Park              $1,995,566                  Yes - Group
-------------------------------------------------------------------------------------------
Retail                        $1,993,243                  Yes - Group
-------------------------------------------------------------------------------------------
Industrial                    $1,883,683                  Yes - Group
-------------------------------------------------------------------------------------------
Multifamily                   $1,843,639                  Yes - Group
-------------------------------------------------------------------------------------------
Self Storage                  $1,793,919                  Yes - Group
-------------------------------------------------------------------------------------------
Office                        $1,704,834                  Yes - Group
-------------------------------------------------------------------------------------------
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                                 CUT-OFF DATE BALANCE
       PROPERTY TYPE                 (12/1/2001)           ENVIRONMENTAL INSURANCE (Y/N)
-------------------------------------------------------------------------------------------
<S>                           <C>                         <C>
Industrial                    $1,674,324                  Yes - Group
-------------------------------------------------------------------------------------------
Retail                        $1,641,122                  Yes- Group
-------------------------------------------------------------------------------------------
Multifamily                   $1,639,681                  Yes - Group
-------------------------------------------------------------------------------------------
Multifamily                   $1,604,317                  Yes - Group
-------------------------------------------------------------------------------------------
Office                        $1,593,841                  Yes - Group
-------------------------------------------------------------------------------------------
Industrial                    $1,567,661                  Yes - Group
-------------------------------------------------------------------------------------------
Industrial                    $1,509,800                  Yes - Group
-------------------------------------------------------------------------------------------
Multifamily                   $1,494,471                  Yes - Group
-------------------------------------------------------------------------------------------
Industrial                    $1,493,597                  Yes - Group
-------------------------------------------------------------------------------------------
Industrial                    $1,492,738                  Yes - Group
-------------------------------------------------------------------------------------------
Industrial                    $1,477,993                  Yes - Group
-------------------------------------------------------------------------------------------
Industrial                    $1,445,165                  Yes - Group
-------------------------------------------------------------------------------------------
Self Storage                  $1,444,471                  Yes - Group
-------------------------------------------------------------------------------------------
Multifamily                   $1,394,840                  Yes - Group
-------------------------------------------------------------------------------------------
Industrial                    $1,393,658                  Yes - Group
-------------------------------------------------------------------------------------------
Retail                        $715,242                    Yes - Group
-------------------------------------------------------------------------------------------
Retail                        $667,194                    Yes - Group
-------------------------------------------------------------------------------------------
Industrial                    $1,320,582                  Yes - Group
-------------------------------------------------------------------------------------------
Self Storage                  $1,294,807                  Yes - Group
-------------------------------------------------------------------------------------------
Self Storage                  $1,294,667                  Yes - Group
-------------------------------------------------------------------------------------------
Industrial                    $1,291,669                  Yes - Group
-------------------------------------------------------------------------------------------
Multifamily                   $1,288,530                  Yes - Group
-------------------------------------------------------------------------------------------
Multifamily                   $1,255,885                  Yes - Group
-------------------------------------------------------------------------------------------
Industrial                    $1,243,261                  Yes - Group
-------------------------------------------------------------------------------------------
Industrial                    $1,236,306                  Yes - Group
-------------------------------------------------------------------------------------------
Industrial                    $1,192,134                  Yes - Group
-------------------------------------------------------------------------------------------
Office                        $1,191,124                  Yes - Group
-------------------------------------------------------------------------------------------
Office                        $1,094,194                  Yes - Group
-------------------------------------------------------------------------------------------
Retail                        $1,091,530                  Yes - Group
-------------------------------------------------------------------------------------------
Industrial                    $994,883                    Yes - Group
-------------------------------------------------------------------------------------------
Mobile Home Park              $993,591                    Yes - Group
-------------------------------------------------------------------------------------------
Industrial                    $993,555                    Yes - Group
-------------------------------------------------------------------------------------------
Office                        $960,328                    Yes - Group
-------------------------------------------------------------------------------------------
Retail                        $896,531                    Yes - Group
-------------------------------------------------------------------------------------------
Office                        $874,734                    Yes - Group
-------------------------------------------------------------------------------------------
Retail                        $871,237                    Yes - Group
-------------------------------------------------------------------------------------------
Industrial                    $796,817                    Yes - Group
-------------------------------------------------------------------------------------------
Industrial                    $796,636                    Yes - Group
-------------------------------------------------------------------------------------------
Industrial                    $647,394                    Yes - Group
-------------------------------------------------------------------------------------------
PERCENT OF POOL:              20.7%
-------------------------------------------------------------------------------------------
</TABLE>

                                       6
<PAGE>

                                  SCHEDULE XII

                      MORTGAGE LOANS THAT ARE EARNOUT LOANS

<PAGE>

                                  Schedule XII

                      Mortgage Loans that are Earnout Loans

Mtg. Loan Seller        Mtg. Loan No.                  Property Name
----------------        -------------                  -------------
MSDWMC                       83                Village Square Shopping Center