<PAGE>

                                                                 EXECUTION COPY



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


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


                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                               as Master Servicer,


                         ARCAP SPECIAL SERVICING, INC.,
                              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 February 1, 2003



                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2003-TOP9


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

<PAGE>

                                                                  EXECUTION COPY
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page

                                                      ARTICLE I
<S>                 <C>                                                                                         <C>

                                                     DEFINITIONS

SECTION 1.1         DEFINITIONS...................................................................................7
SECTION 1.2         CALCULATIONS RESPECTING MORTGAGE LOANS.......................................................73
SECTION 1.3         CALCULATIONS RESPECTING ACCRUED INTEREST.....................................................74
SECTION 1.4         INTERPRETATION...............................................................................74
SECTION 1.5         ARD LOANS....................................................................................75
SECTION 1.6         CERTAIN MATTERS WITH RESPECT TO LOAN PAIRS AND A/B MORTGAGE LOANS............................75

                                                     ARTICLE II

                                                DECLARATION OF TRUST;
                                              ISSUANCES OF CERTIFICATES

SECTION 2.1         CONVEYANCE OF MORTGAGE LOANS.................................................................77
SECTION 2.2         ACCEPTANCE BY TRUSTEE........................................................................80
SECTION 2.3         SELLERS' REPURCHASE OF MORTGAGE LOANS FOR MATERIAL DOCUMENT DEFECTS AND MATERIAL
                    BREACHES OF REPRESENTATIONS AND WARRANTIES...................................................82
SECTION 2.4         REPRESENTATIONS AND WARRANTIES...............................................................88
SECTION 2.5         CONVEYANCE OF INTERESTS......................................................................89

                                                     ARTICLE III

                                                  THE CERTIFICATES

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

                                                     ARTICLE IV

                                                      ADVANCES

SECTION 4.1         P&I ADVANCES BY MASTER SERVICER.............................................................102
SECTION 4.2         SERVICING ADVANCES..........................................................................103
SECTION 4.3         ADVANCES BY THE TRUSTEE AND THE FISCAL AGENT................................................104
SECTION 4.4         EVIDENCE OF NONRECOVERABILITY...............................................................105
</TABLE>



                                                        -vi-
<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                                                                         <C>
SECTION 4.5         INTEREST ON ADVANCES; CALCULATION OF OUTSTANDING ADVANCES WITH RESPECT TO A MORTGAGE LOAN...106
SECTION 4.6         REIMBURSEMENT OF ADVANCES AND ADVANCE INTEREST..............................................106
SECTION 4.7         FISCAL AGENT TERMINATION EVENT..............................................................108
SECTION 4.8         PROCEDURE UPON TERMINATION EVENT............................................................109
SECTION 4.9         MERGER OR CONSOLIDATION OF FISCAL AGENT.....................................................109
SECTION 4.10        LIMITATION ON LIABILITY OF THE FISCAL AGENT AND OTHERS......................................109
SECTION 4.11        INDEMNIFICATION OF FISCAL AGENT.............................................................110

                                                      ARTICLE V

                                             ADMINISTRATION OF THE TRUST

SECTION 5.1         COLLECTIONS.................................................................................111
SECTION 5.2         APPLICATION OF FUNDS IN THE CERTIFICATE ACCOUNT AND INTEREST RESERVE ACCOUNT................115
SECTION 5.3         DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT....................................................121
SECTION 5.4         PAYING AGENT REPORTS........................................................................123
SECTION 5.5         PAYING AGENT TAX REPORTS....................................................................125

                                                     ARTICLE VI

                                                    DISTRIBUTIONS

SECTION 6.1         DISTRIBUTIONS GENERALLY.....................................................................125
SECTION 6.2         REMIC I.....................................................................................126
SECTION 6.3         REMIC II....................................................................................127
SECTION 6.4         RESERVED....................................................................................133
SECTION 6.5         REMIC III...................................................................................133
SECTION 6.6         ALLOCATION OF REALIZED LOSSES, EXPENSE LOSSES AND SHORTFALLS DUE TO NONRECOVERABILITY.......138
SECTION 6.7         NET AGGREGATE PREPAYMENT INTEREST SHORTFALLS................................................141
SECTION 6.8         ADJUSTMENT OF SERVICING FEES................................................................141
SECTION 6.9         APPRAISAL REDUCTIONS........................................................................141
SECTION 6.10        COMPLIANCE WITH WITHHOLDING REQUIREMENTS....................................................142
SECTION 6.11        PREPAYMENT PREMIUMS.........................................................................142

                                                     ARTICLE VII

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

SECTION 7.1         DUTIES OF THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT................................143
SECTION 7.2         CERTAIN MATTERS AFFECTING THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT................145
SECTION 7.3         THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT NOT LIABLE FOR CERTIFICATES OR
                    INTERESTS OR MORTGAGE LOANS.................................................................147
SECTION 7.4         THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT MAY OWN CERTIFICATES.....................148
</TABLE>


                                                        -vii-
<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                                                                         <C>
SECTION 7.5         ELIGIBILITY REQUIREMENTS FOR THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT.............148
SECTION 7.6         RESIGNATION AND REMOVAL OF THE TRUSTEE, THE FISCAL AGENT OR THE PAYING AGENT................149
SECTION 7.7         SUCCESSOR TRUSTEE, FISCAL AGENT OR PAYING AGENT.............................................151
SECTION 7.8         MERGER OR CONSOLIDATION OF TRUSTEE, FISCAL AGENT OR PAYING AGENT............................152
SECTION 7.9         APPOINTMENT OF CO-TRUSTEE, SEPARATE TRUSTEE, AGENTS OR CUSTODIAN............................152
SECTION 7.10        AUTHENTICATING AGENTS.......................................................................154
SECTION 7.11        INDEMNIFICATION OF TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT...........................155
SECTION 7.12        FEES AND EXPENSES OF TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT.........................157
SECTION 7.13        COLLECTION OF MONEYS........................................................................157
SECTION 7.14        TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR....................................................157
SECTION 7.15        NOTIFICATION TO HOLDERS.....................................................................160
SECTION 7.16        REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT........160
SECTION 7.17        FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY MAINTAINED BY THE TRUSTEE,
                    THE FISCAL AGENT AND THE PAYING AGENT.......................................................162
SECTION 7.18        APPOINTMENT OF LUXEMBOURG PAYING AGENT; NOTIFICATION TO CERTIFICATEHOLDERS..................163

                                                    ARTICLE VIII

                                   ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

SECTION 8.1         SERVICING STANDARD; SERVICING DUTIES........................................................164
SECTION 8.2         FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY MAINTAINED BY THE MASTER SERVICER...165
SECTION 8.3         MASTER SERVICER'S GENERAL POWER AND DUTIES..................................................165
SECTION 8.4         PRIMARY SERVICING AND SUB-SERVICING.........................................................171
SECTION 8.5         SERVICERS MAY OWN CERTIFICATES..............................................................173
SECTION 8.6         MAINTENANCE OF HAZARD INSURANCE, OTHER INSURANCE, TAXES AND OTHER...........................173
SECTION 8.7         ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS; DUE-ON-ENCUMBRANCE CLAUSE........176
SECTION 8.8         TRUSTEE TO COOPERATE; RELEASE OF TRUSTEE MORTGAGE FILES.....................................180
SECTION 8.9         DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF MASTER SERVICER TO BE HELD FOR THE
                    TRUSTEE FOR THE BENEFIT OF THE CERTIFICATEHOLDERS...........................................181
SECTION 8.10        SERVICING COMPENSATION......................................................................181
SECTION 8.11        MASTER SERVICER REPORTS; ACCOUNT STATEMENTS.................................................183
SECTION 8.12        ANNUAL STATEMENT AS TO COMPLIANCE...........................................................186
SECTION 8.13        ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT.....................................186
SECTION 8.14        CMSA OPERATING STATEMENT ANALYSIS REPORTS REGARDING THE MORTGAGED PROPERTIES................187
SECTION 8.15        OTHER AVAILABLE INFORMATION AND CERTAIN RIGHTS OF THE MASTER SERVICER.......................188
SECTION 8.16        RULE 144A INFORMATION.......................................................................190
SECTION 8.17        INSPECTIONS.................................................................................190
SECTION 8.18        MODIFICATIONS, WAIVERS, AMENDMENTS, EXTENSIONS AND CONSENTS.................................191
SECTION 8.19        SPECIALLY SERVICED MORTGAGE LOANS...........................................................194
</TABLE>

                                                       -viii-

<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                                                                         <C>
SECTION 8.20        REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER SERVICER............................195
SECTION 8.21        MERGER OR CONSOLIDATION.....................................................................196
SECTION 8.22        RESIGNATION OF MASTER SERVICER..............................................................196
SECTION 8.23        ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER.......................................197
SECTION 8.24        LIMITATION ON LIABILITY OF THE MASTER SERVICER AND OTHERS...................................197
SECTION 8.25        INDEMNIFICATION; THIRD-PARTY CLAIMS.........................................................200
SECTION 8.26        EXCHANGE ACT REPORTING......................................................................203
SECTION 8.27        COMPLIANCE WITH REMIC PROVISIONS............................................................204
SECTION 8.28        TERMINATION.................................................................................205
SECTION 8.29        PROCEDURE UPON TERMINATION..................................................................207
SECTION 8.30        OPERATING ADVISER CONTACT WITH MASTER SERVICER AND SPECIAL SERVICER.........................210

                                                     ARTICLE IX

                          ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE LOANS
                                                 BY SPECIAL SERVICER

SECTION 9.1         DUTIES OF SPECIAL SERVICER..................................................................210
SECTION 9.2         FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY OF SPECIAL SERVICER.................212
SECTION 9.3         SUB-SERVICERS...............................................................................212
SECTION 9.4         SPECIAL SERVICER GENERAL POWERS AND DUTIES..................................................212
SECTION 9.5         "DUE-ON-SALE" CLAUSES; ASSIGNMENT AND ASSUMPTION AGREEMENTS; MODIFICATIONS OF SPECIALLY
                    SERVICED MORTGAGE LOANS; DUE-ON-ENCUMBRANCE CLAUSES.........................................215
SECTION 9.6         RELEASE OF MORTGAGE FILES...................................................................220
SECTION 9.7         DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF SPECIAL SERVICER TO BE HELD FOR THE TRUSTEE...221
SECTION 9.8         REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SPECIAL SERVICER...........................222
SECTION 9.9         STANDARD HAZARD, FLOOD AND COMPREHENSIVE GENERAL LIABILITY INSURANCE POLICIES...............223
SECTION 9.10        PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS............................................225
SECTION 9.11        COMPENSATION TO THE SPECIAL SERVICER........................................................225
SECTION 9.12        REALIZATION UPON DEFAULTED MORTGAGE LOANS...................................................226
SECTION 9.13        FORECLOSURE.................................................................................228
SECTION 9.14        OPERATION OF REO PROPERTY...................................................................229
SECTION 9.15        SALE OF REO PROPERTY........................................................................232
SECTION 9.16        REALIZATION ON COLLATERAL SECURITY..........................................................233
SECTION 9.17        RESERVED....................................................................................233
SECTION 9.18        ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE...............................................233
SECTION 9.19        ANNUAL INDEPENDENT ACCOUNTANTS' SERVICING REPORT............................................234
SECTION 9.20        MERGER OR CONSOLIDATION.....................................................................234
SECTION 9.21        RESIGNATION OF SPECIAL SERVICER.............................................................235
SECTION 9.22        ASSIGNMENT OR DELEGATION OF DUTIES BY SPECIAL SERVICER......................................235
SECTION 9.23        LIMITATION ON LIABILITY OF THE SPECIAL SERVICER AND OTHERS..................................236
SECTION 9.24        INDEMNIFICATION; THIRD-PARTY CLAIMS.........................................................238
SECTION 9.25        RESERVED....................................................................................240
</TABLE>


                                                        -ix-
<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                                                                         <C>
SECTION 9.26        SPECIAL SERVICER MAY OWN CERTIFICATES.......................................................240
SECTION 9.27        TAX REPORTING...............................................................................240
SECTION 9.28        APPLICATION OF FUNDS RECEIVED...............................................................240
SECTION 9.29        COMPLIANCE WITH REMIC PROVISIONS............................................................241
SECTION 9.30        TERMINATION.................................................................................241
SECTION 9.31        PROCEDURE UPON TERMINATION..................................................................243
SECTION 9.32        CERTAIN SPECIAL SERVICER REPORTS............................................................246
SECTION 9.33        SPECIAL SERVICER TO COOPERATE WITH THE MASTER SERVICER AND PAYING AGENT.....................247
SECTION 9.34        RESERVED....................................................................................248
SECTION 9.35        RESERVED....................................................................................248
SECTION 9.36        SALE OF DEFAULTED MORTGAGE LOANS............................................................249
SECTION 9.37        OPERATING ADVISER; ELECTIONS................................................................251
SECTION 9.38        LIMITATION ON LIABILITY OF OPERATING ADVISER AND OTHER OPERATING ADVISER....................253
SECTION 9.39        DUTIES OF OPERATING ADVISER AND OTHER OPERATING ADVISER.....................................253
SECTION 9.40        RIGHTS OF THE HOLDER OF A B NOTE............................................................255

                                                      ARTICLE X

                                        PURCHASE AND TERMINATION OF THE TRUST

SECTION 10.1        TERMINATION OF TRUST UPON REPURCHASE OR LIQUIDATION OF ALL MORTGAGE LOANS...................258
SECTION 10.2        PROCEDURE UPON TERMINATION OF TRUST.........................................................259
SECTION 10.3        ADDITIONAL TRUST TERMINATION REQUIREMENTS...................................................260

                                                     ARTICLE XI

                                            RIGHTS OF CERTIFICATEHOLDERS

SECTION 11.1        LIMITATION ON RIGHTS OF HOLDERS.............................................................261
SECTION 11.2        ACCESS TO LIST OF HOLDERS...................................................................262
SECTION 11.3        ACTS OF HOLDERS OF CERTIFICATES.............................................................263

                                                     ARTICLE XII

                                                REMIC ADMINISTRATION

SECTION 12.1        REMIC ADMINISTRATION........................................................................263
SECTION 12.2        PROHIBITED TRANSACTIONS AND ACTIVITIES......................................................268
SECTION 12.3        MODIFICATIONS OF MORTGAGE LOANS.............................................................269
SECTION 12.4        LIABILITY WITH RESPECT TO CERTAIN TAXES AND LOSS OF REMIC STATUS............................269
SECTION 12.5        RESERVED....................................................................................269

                                                    ARTICLE XIII

                                              MISCELLANEOUS PROVISIONS

SECTION 13.1        BINDING NATURE OF AGREEMENT.................................................................270
</TABLE>


                                                         -x-
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<TABLE>
<CAPTION>
<S>                 <C>                                                                                         <C>
SECTION 13.2        ENTIRE AGREEMENT............................................................................270
SECTION 13.3        AMENDMENT...................................................................................270
SECTION 13.4        GOVERNING LAW...............................................................................272
SECTION 13.5        NOTICES.....................................................................................272
SECTION 13.6        SEVERABILITY OF PROVISIONS..................................................................273
SECTION 13.7        INDULGENCES; NO WAIVERS.....................................................................273
SECTION 13.8        HEADINGS NOT TO AFFECT INTERPRETATION.......................................................273
SECTION 13.9        BENEFITS OF AGREEMENT.......................................................................273
SECTION 13.10       SPECIAL NOTICES TO THE RATING AGENCIES......................................................274
SECTION 13.11       COUNTERPARTS................................................................................275
SECTION 13.12       INTENTION OF PARTIES........................................................................275
SECTION 13.13       RECORDATION OF AGREEMENT....................................................................277
SECTION 13.14       RATING AGENCY MONITORING FEES...............................................................277
SECTION 13.15       ACKNOWLEDGEMENT BY PRIMARY SERVICERS........................................................277
</TABLE>

                             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        Reserved
EXHIBIT A-4        Reserved
EXHIBIT A-5        Form of Class B Certificate
EXHIBIT A-6        Form of Class C Certificate
EXHIBIT A-7        Form of Class D Certificate
EXHIBIT A-8        Form of Class E Certificate
EXHIBIT A-9        Form of Class F Certificate
EXHIBIT A-10       Form of Class G Certificate
EXHIBIT A-11       Form of Class H Certificate
EXHIBIT A-12       Form of Class J Certificate
EXHIBIT A-13       Form of Class K Certificate
EXHIBIT A-14       Form of Class L Certificate
EXHIBIT A-15       Form of Class M Certificate
EXHIBIT A-16       Form of Class N Certificate
EXHIBIT A-17       Form of Class O Certificate
EXHIBIT A-18       Form of Class R-I Certificate
EXHIBIT A-19       Form of Class R-II Certificate
EXHIBIT A-20       Form of Class R-III Certificate
EXHIBIT A-21       Form of Class X-1 Certificate
EXHIBIT A-22       Form of Class X-2 Certificate
EXHIBIT B-1        Form of Initial Certification of Trustee (Section 2.2)
EXHIBIT B-2        Form of Final Certification of Trustee (Section 2.2)
EXHIBIT C          Form of Request for Release
EXHIBIT D-1        Form of Transferor Certificate for Transfers to Definitive Privately
                   Offered Certificates (Section 3.3(c))
EXHIBIT D-2A       Form I of Transferee Certificate for Transfers of Definitive Privately
                   Offered Certificates (Section 3.3(c))
</TABLE>

                              -xi-
<PAGE>

<TABLE>
<CAPTION>

<S>                <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 Principal Primary Servicing Agreement
EXHIBIT G-2        Form of JHREF Primary Servicing Agreement
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        Form of Mortgage Loan Purchase Agreement I (BSCMI)
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 (MSDWMC)
EXHIBIT K-5        Form of Mortgage Loan Purchase Agreement V (JHREF)
EXHIBIT L          Form of Inspection Report
EXHIBIT M          Form of Monthly Certificateholders Reports (Section 5.4(a))
EXHIBIT N          Form of CMSA Operating Statement Analysis Report
EXHIBIT O          Reserved
EXHIBIT P          Reserved
EXHIBIT Q          Reserved
EXHIBIT R          Reserved
EXHIBIT S-1        Form of Power of Attorney to Master Servicer (Section 8.3(c))
EXHIBIT S-2        Form of Power of Attorney to Special Servicer (Section 9.4(a)
EXHIBIT T          Form of Debt Service Coverage Ratio Procedures
EXHIBIT U          Form of Assignment and Assumption Submission to Special Servicer (Section 8.7(a))
EXHIBIT V          Form of Additional Lien, Monetary Encumbrance and Mezzanine Financing Submission Package to the Special
                   Servicer (Section 8.7(e))
EXHIBIT W          Restricted Servicer Reports
EXHIBIT X          Unrestricted Servicer Reports
EXHIBIT Y          Investor Certificate (Section 5.4(a))
EXHIBIT Z          Form of Notice and Certification Regarding Defeasance of Mortgage Loans
EXHIBIT AA         Form of Wells Fargo primary servicing agreement (Section 8.29(b))
EXHIBIT BB         Controlling Class Certificateholder's Reports Checklist

SCHEDULE I         BSCMI Loan Schedule
SCHEDULE II        Wells Fargo Loan Schedule
SCHEDULE III       Principal Loan Schedule
SCHEDULE IV        JHREF Loan Schedule
</TABLE>

                                     -xii-

<PAGE>

<TABLE>
<CAPTION>

<S>                <C>
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 -
SCHEDULE XV        Rates Used in  Determination  of Class X  Pass-Through  Rates  ("Class  X-1 Strip Rate" and "Class X-2 Strip
                   Rate")
SCHEDULE XVI       Mortgage Loans Secured by Mortgaged Properties Covered by an Environmental Insurance Policy
SCHEDULE XVII      List of Mortgage Loans that have Scheduled Payments after the end of a Collection Period
</TABLE>
                                     -xiii-

<PAGE>

                                                                  EXECUTION COPY

         THIS POOLING AND SERVICING AGREEMENT is dated as of February 1, 2003
(this "Agreement") between MORGAN STANLEY DEAN WITTER CAPITAL I INC., a Delaware
corporation, as depositor (the "Depositor"), WELLS FARGO BANK, NATIONAL
ASSOCIATION, as master servicer (the "Master Servicer"), ARCAP SPECIAL
SERVICING, INC., 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 Commercial
Mortgage, Inc., as seller ("BSCMI"), John Hancock Real Estate Finance, Inc., as
seller ("JHREF"), 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. All covenants and
agreements made by the Depositor and the Trustee herein with respect to the
Mortgage Loans and the other property constituting the Trust are for the benefit
of the Holders of the REMIC I Regular Interests, the REMIC II Regular Interests,
the Residual Certificates and the REMIC Regular Certificates. The parties hereto
are entering into this Agreement, and the Trustee is accepting the trusts
created hereby, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged.

         The Class A, Class B, Class C and Class D Certificates will be offered
for sale pursuant to the prospectus (the "Prospectus") dated January 10, 2003,
as supplemented by the preliminary prospectus supplement dated January 10, 2003
(together with the Prospectus, the "Preliminary Prospectus Supplement"), and as
further supplemented by the final prospectus supplement dated January 24, 2003
(together with the Prospectus, the "Final Prospectus Supplement"), and the Class
X-1, Class X-2, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class R-I, Class R-II and Class R-III Certificates
will be offered for sale pursuant to a Private Placement Memorandum dated
January 24, 2003.

         The following sets forth the Class designation, Pass-Through Rate,
initial Aggregate Certificate Balance (or initial Notional Amount) and Final
Scheduled Distribution Date for each Class of REMIC I Regular Interests and the
Class R-I Certificates comprising the

<PAGE>


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

<TABLE>
<CAPTION>
                                                Initial Aggregate
                                                   Certificate
    REMIC III                                       Principal
     Regular              Initial Pass-            Balance or
     Interest               Through                 Notional           Final Scheduled
    Designation             Rate(a)                  Amount          Distribution Date(b)
    -----------           -------------         ------------------   --------------------
<S>                         <C>                 <C>                   <C>
     Class A-1               3.98%                $318,748,000          January 13, 2012
     Class A-2               4.74%                $610,834,000          January 13, 2012
     Class X-1(c)            0.14%              $1,077,776,827         November 11, 2022
     Class X-2(d)            1.22%                $993,173,000         February 13, 2011
     Class B                 4.86%                 $32,333,000          January 13, 2012
     Class C                 4.99%                 $35,028,000          October 13, 2013
     Class D                 5.12%                 $12,125,000          January 13, 2014
     Class E                 5.37%                 $14,819,000         December 13, 2014
     Class F                 5.58%                  $6,737,000         December 13, 2014
     Class G                 5.85%                  $5,388,000         December 13, 2014
     Class H                 5.85%                 $10,778,000         December 13, 2014
     Class J                 5.85%                  $4,042,000         December 13, 2014
     Class K                 5.85%                  $5,389,000          October 13, 2015
     Class L                 5.85%                  $5,389,000         December 13, 2016
     Class M                 5.85%                  $2,694,000             July 13, 2017
     Class N                 5.85%                  $2,695,000        September 13, 2017
     Class O                 5.85%                 $10,777,827         November 13, 2022
     Class R-III(e)            N/A                     N/A                    N/A
</TABLE>

(a)  On each Distribution Date after the initial Distribution Date, the
     Pass-Through Rate for each Class of Certificates will be determined as
     described herein under the definition of "Pass-Through Rate." The initial
     Pass-Through Rates shown above for Class X-1 and Class X-2 are approximate.

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

(c)  Each Class X-1 Certificate represents ownership of multiple "regular
     interests" in REMIC III. The Class X-1 Certificates are comprised of the
     following regular interests:

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

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

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

     (5) the right to receive, on each Distribution Date, the product of (A) the
     Certificate Balance of the Class A-1E Component and (B) one twelfth of the
     excess (if any) of (x) the Weighted Average REMIC I Net Mortgage Rate on

                                      -3-


<PAGE>

     such Distribution Date over (y) the greater of (i) the rate shown on
     Schedule XII for such Distribution Date and (ii) the Pass-Through Rate of
     the Class A-1 Certificates;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     (21) the right to receive, on each Distribution Date, the product of (A)
     the Certificate Balance of the Class H Certificate and (B) one twelfth of
     the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage Rate
     on such

                                      -4-
<PAGE>

     Distribution Date over (y) the greater of (i) the rate shown on Schedule IX
     for such Distribution Date and (ii) the Pass-Through Rate of the Class H
     Certificates;

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

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

     (24) 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;

     (25) 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;

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

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

(d)  Each Class X-2 Certificate represents ownership of multiple "regular
     interests" in REMIC III. The Class X-2 Certificates are comprised of the
     following regular interests:

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

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

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

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

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

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

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

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

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

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

                                      -5-
<PAGE>

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

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

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

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

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

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

     (17) the right to receive, on each Distribution Date, the product of (A)
     the Certificate Balance of the Class E-1 Component and (B) one twelfth of
     the excess (if any) of (i) the lesser of (x) the rate shown on Schedule 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 E Certificates;

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

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

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

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

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

     After the Distribution Date in February 2005, payments made in respect of
     the Class A-1B Component, Class H Certificates, Class J Certificates and
     Class K Certificates shall not be included in the calculation of the amount
     paid in respect of the Class X-2 Certificates. After the Distribution Date
     in February 2006, payments made in respect of the Class A-1C Component,
     Class E-1 Component, Class F Certificates and Class G Certificates shall
     not be included in the calculation of the amount paid in respect of the
     Class X-2 Certificates. After the Distribution Date in February 2007,
     payments made in respect of the Class A-1D Component, Class D-1 Component
     and Class E-2 Component shall not be included in the calculation of the
     amount paid in respect of the Class X-2 Certificates. After the
     Distribution Date in February 2008, payments made in respect of the Class
     A-1E Component, Class C-1 Component and Class D-2 Component shall not be
     included in the calculation of the amount paid in respect of the Class X-2
     Certificates. After the Distribution Date in February 2009, payments made
     in respect of the Class A-1F Component, Class A-2A Component and Class C-2
     Component shall not be included in the calculation of the amount paid in
     respect of the Class X-2 Certificates. After the Distribution Date in
     February 2010, payments made in respect of the Class A-2B Component, Class
     B-1 Component and Class C-3 Component shall not be included in the
     calculation of the amount paid in respect of the Class X-2 Certificates.

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

                                      -6-
<PAGE>

     As of the Cut-Off Date, the Mortgage Loans had an Aggregate Principal
Balance of $1,077,776,827.

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

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

     As provided herein, with respect to the Trust, the Paying Agent on behalf
of the Trustee will make an election for the segregated pool of assets described
in the third paragraph of Section 12.1(a) hereof consisting of the REMIC II
Regular Interests to be treated for federal income tax purposes as a real estate
mortgage investment conduit ("REMIC III"). The REMIC III Regular Interests will
be designated as the "regular interests" in REMIC III and the Class R-III
Certificates (together with the REMIC Regular Certificates, the "REMIC III
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 the A-1 Note, A-2 Note, A-3 Note and A-4 Note, collectively.

     "A-1 NOTE" means, with respect to any A/B Mortgage Loan or Loan Pair, as
applicable, the Mortgage Note included in the Trust, which, in the case of an
A/B Mortgage Loan, is senior in right of payment to the related B Note to the
extent set forth in the related A/B Mortgage Loan Intercreditor Agreement, and
which, in the case of a Loan Pair, is pari passu in right of payment to the
related A-2 Note, A-3 Note and A-4 Note to the extent set forth in the related
Loan Pair Intercreditor Agreement.


     "A-2 NOTE" means, with respect to any A/B Mortgage Loan or Loan Pair, as
applicable, the A-2 component of such Mortgage Loan, if any, which is not
included in the Trust and which, in the case of an A/B Mortgage Loan, is senior
in right of payment to the related B Note to the extent set forth in the related
A/B Mortgage Loan Intercreditor Agreement, and

                                      -7-
<PAGE>


which, in the case of a Loan Pair, is pari passu in right of payment to the
related A-1 Note, A-3 Note and A-4 Note to the extent set forth in the related
Loan Pair Intercreditor Agreement.

     "A-3 NOTE" means, with respect to any A/B Mortgage Loan or Loan Pair, as
applicable, the A-3 component of such Mortgage Loan, if any, which is not
included in the Trust and which, in the case of an A/B Mortgage Loan, is senior
in right of payment to the related B Note to the extent set forth in the related
A/B Mortgage Loan Intercreditor Agreement, and which, in the case of a Loan
Pair, is pari passu in right of payment to the related A-1 Note, A-2 Note and
A-4 Note to the extent set forth in the related Loan Pair Intercreditor
Agreement.

     "A-4 NOTE" means, with respect to any A/B Mortgage Loan or Loan Pair, as
applicable, the A-4 component of such Mortgage Loan, if any, which, in the case
of a Loan Pair, is not included in the Trust and which, in the case of an A/B
Mortgage Loan, is senior in right of payment to the related B Note to the extent
set forth in the related A/B Mortgage Loan Intercreditor Agreement, and which,
in the case of a Loan Pair, is pari passu in right of payment to the related A-1
Note, A-2 Note and A-3 Note to the extent set forth in the related Loan Pair
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 a related B Note. Any such sub-account(s) shall be maintained as a
sub-account of an Eligible Account.

     "A/B MORTGAGE LOAN" means any mortgage loan designated as an A/B Mortgage
Loan on the Mortgage Loan Schedule. References herein to an A/B Mortgage Loan
shall be construed to refer to the aggregate indebtedness under the related A
Note and the related B Note.

     "A/B MORTGAGE LOAN 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, as the same may be further amended from time to time in
accordance with the terms thereof.

     "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

                                      -8-
<PAGE>

have acquired a Mortgaged Property (or an interest therein, in the case of the
Mortgaged Properties securing any A/B Mortgage Loan and any Loan Pair).

     "ADDITIONAL REVIEW PERIOD" has the meaning set forth in Section 9.4(d).

     "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) amounts paid to indemnify the Master
Servicer, the Special Servicer, any Primary Servicer, the Trustee, the Paying
Agent, the Fiscal Agent (or any other Person) pursuant to the terms of this
Agreement; (iv) to the extent not otherwise paid, any federal, state, or local
taxes imposed on the Trust or its assets and paid from amounts on deposit in the
Certificate Account or Distribution Account, (v) the amount of any Advance that
is not recovered from the proceeds of a Mortgage Loan (other than any Pari Passu
Loan) or Loan Pair upon a Final Recovery Determination and (vi) to the extent
not included in the calculation of a Realized Loss and not covered by
indemnification by one of the parties hereto or otherwise, any other
unanticipated cost, liability, or expense (or portion thereof) of the Trust
(including costs of collecting such amounts or other Additional Trust Expenses)
which the Trust has not recovered, and in the judgment of the Master Servicer
(or Special Servicer, in the case of a Specially Serviced Mortgage Loan) will
not, recover from the related Mortgagor or Mortgaged Property or otherwise,
including a Modification Loss described in clause (ii) of the definition
thereof; provided, however, that, in the case of an A/B Mortgage Loan,
"Additional Trust Expense" shall not include any of the foregoing amounts that
have been recovered from the related Mortgagor or Mortgaged Property as a result
of the subordination of the related B Note. Notwithstanding anything to the
contrary, "Additional Trust Expenses" shall not include allocable overhead of
the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the
Certificate Registrar or the Fiscal Agent, such as costs for office space,
office equipment, supplies and related expenses, employee salaries and related
expenses, and similar internal costs and expenses.

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

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

     "ADVANCE INTEREST" means interest payable to the Master Servicer, the
Special 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 (or, with respect to the B Note, the second Business Day prior
to each B Note 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

                                      -9-
<PAGE>

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 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, Loan Pair or B
Note, 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, Loan Pair or B
Note 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, Loan Pair or B Note, 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.

                                      -10-
<PAGE>

     "APPRAISAL REDUCTION" means, with respect to any Required Appraisal Loan
(other than a B Note) 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 Loan Pair (or, in the
case of an REO Property, the related REO Mortgage Loan) less the principal
amount of any guaranty or surety bond with a rating of at least "BBB-" (or its
equivalent) by a nationally recognized statistical rating organization and the
undrawn principal amount of any letter of credit or debt service reserve, if
applicable, that is then securing such Mortgage Loan or Loan Pair, (ii) to the
extent not previously advanced by the Master Servicer, the Trustee or the Fiscal
Agent, all accrued and unpaid interest on such Mortgage Loan or Loan Pair at a
per annum rate equal to the Mortgage Rate, (iii) all unreimbursed Advances and
interest on Advances at the Advance Rate with respect to such Mortgage Loan or
Loan Pair, and (iv) to the extent funds on deposit in any applicable Escrow
Accounts are not sufficient therefor, and to the extent not previously advanced
by the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent,
all currently due and unpaid real estate taxes and assessments, insurance
premiums and, if applicable, ground rents and other amounts which were required
to be deposited in any Escrow Account (but were not deposited) in respect of
such Mortgaged Property or REO Property, as the case may be, over (B) 90% of the
Appraised Value (net of any prior mortgage liens) of such Mortgaged Property or
REO Property as determined by such Appraisal or internal valuation, as the case
may be, plus the full amount of any escrows held by or on behalf of the Trustee
as security for the Mortgage Loan or Loan Pair (less the estimated amount of the
obligations anticipated to be payable in the next twelve months to which such
escrows relate). Each Appraisal or internal valuation for a Required Appraisal
Loan shall be updated annually for so long as an Appraisal Reduction exists. The
Appraisal Reduction for each Required Appraisal Loan will be recalculated based
on subsequent Appraisals, internal valuations or updates. Any Appraisal
Reduction for any Mortgage Loan shall be reduced to reflect any Realized
Principal Losses on the Required Appraisal Loan. Each Appraisal Reduction will
be reduced to zero as of the date the related Mortgage Loan or Loan Pair is
brought current under the then current terms of the Mortgage Loan or Loan Pair
for at least three consecutive months, and no Appraisal Reduction will exist as
to any Mortgage Loan or Loan Pair after it has been paid in full, liquidated,
repurchased or otherwise disposed of. Any Appraisal Reduction in respect of any
Loan Pair shall be allocated, as between a Pari Passu Loan and the related
Companion Loan, pro rata according to their respective Principal Balances.

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

     "ASSIGNMENT OF LEASES" means, with respect to any Mortgage Loan, any
assignment of leases, rents and profits or equivalent instrument, whether
contained in the related Mortgage or executed separately, assigning to the
holder or holders of such Mortgage all of the

                                      -11-
<PAGE>

related Mortgagor's interest in the leases, rents and profits derived from the
ownership, operation, leasing or disposition of all or a portion of the related
Mortgaged Property as security for repayment of such Mortgage Loan.

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

     "ASSUMED SCHEDULED PAYMENT" means: (i) with respect to any Balloon Mortgage
Loan, Companion Loan or B Note for its Maturity Date (provided that such
Mortgage Loan, Companion Loan or B Note 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 or B Note Collection
Period in which such Maturity Date occurs) and for any subsequent Due Date
therefor as of which such Mortgage Loan, Companion Loan or B Note 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/or 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, Companion Loan or B Note on such Due Date, if it
had been required to continue to accrue interest in accordance with its terms,
and to pay principal in accordance with the amortization schedule in effect
immediately prior to, and without regard to the occurrence of, its most recent
Maturity Date (as such may have been extended in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, waiver or
amendment of such Mortgage Loan, Companion Loan or B Note granted or agreed to
by the Master Servicer or the Special Servicer pursuant to the terms hereof),
and (ii) with respect to any REO Mortgage Loan for any Due Date therefor as of
which the related REO Property remains part of the Trust, the scheduled monthly
payment of principal and interest deemed to be due in respect thereof on such
Due Date equal to the Scheduled Payment (or, in the case of a Balloon Mortgage
Loan or B Note described in the preceding clause of this definition, the Assumed
Scheduled Payment) that was due in respect of the related Mortgage Loan,
Companion Loan or B Note on the last Due Date prior to its becoming an REO
Mortgage Loan. The amount of the Assumed Scheduled Payment for any A Note or B
Note shall be calculated solely by reference to the terms of such A Note or B
Note, as applicable (as modified in connection with any bankruptcy or similar
proceeding involving the related Mortgagor or pursuant to a modification, waiver
or amendment of such Mortgage Loan granted or agreed to by the Master Servicer
or the Special Servicer pursuant to the terms hereof) and without regard to the
remittance provisions of the related A/B Mortgage Loan 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.

                                      -12-
<PAGE>

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

     "AVAILABLE DISTRIBUTION AMOUNT" means, with respect to any Distribution
Date, an amount equal to the aggregate of (a) all amounts on deposit in the
Distribution Account as of the commencement of business on such Distribution
Date that represent payments and other collections on or in respect of the
Mortgage Loans and any REO Properties that were received by the Master Servicer
or the Special Servicer through the end of the related Collection Period
exclusive of (i) any such amounts that were deposited in the Distribution
Account in error, (ii) amounts that are payable or reimbursable to any Person
other than the Certificateholders (including amounts payable to the Master
Servicer in respect of unpaid Master Servicing Fees, any Primary Servicer 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 respect of the unpaid Excess Servicing Fees), (iii) amounts
that constitute Prepayment Premiums, (iv) if such Distribution Date occurs
during January, other than in a leap year, or February of any year, the Interest
Reserve Amounts with respect to Interest Reserve Loans deposited in the Interest
Reserve Account, (v) in the case of each REO Property related to an A/B Mortgage
Loan or Loan Pair, all amounts received with respect to such A/B Mortgage Loan
or Loan Pair that are required to be paid to the holder of the related B Note or
Companion Loan, as applicable, pursuant to the terms of the related B Note or
Companion Loan, as applicable, and the related Intercreditor Agreement (which
amounts will be deposited into the related A/B Loan Custodial Account or
Companion Loan Custodial Account, as applicable, pursuant to Section 5.1(c) and
withdrawn from such accounts 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 (other than the portion thereof made in respect
of a Companion Loan), (ii) the aggregate amount of any Compensating Interest
payments made by the Master Servicer for such Distribution Date pursuant to the
terms hereof, and (iii) if such Distribution Date occurs in March of any year,
commencing March 2003, 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 A/B Mortgage Loan
Intercreditor Agreement.

     "B NOTE APPRAISAL REDUCTION" means, with respect to any B Note upon
becoming a Required Appraisal Loan with respect to which an Appraisal is
performed pursuant to Section 6.9, an amount equal to the excess of (A) the sum,
as of the first B Note Determination Date that is at least 15 days after the
date on which the Appraisal is obtained or performed, of (i) the Scheduled
Principal Balance of the A/B 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 the A/B
Mortgage Loan, (ii) to the extent not previously advanced by the Master Servicer
or the Trustee, all accrued and unpaid interest on the A/B Mortgage Loan based
on the per annum rates equal to the applicable Mortgage Rate, (iii) all
unreimbursed Advances and interest on Advances at the Advance Rate

                                      -13-
<PAGE>

with respect to the A/B 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 or the Trustee, 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, plus the full amount of any escrows
held by or on behalf of the Trustee as security for the A/B 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 for the A/B Mortgage
Loan shall be updated annually for so long as a B Note Appraisal Reduction
exists. The Appraisal Reduction for the A/B Mortgage Loan will be recalculated
based on subsequent Appraisals or updates. Any B Note Appraisal Reduction shall
be reduced to reflect any Realized Principal Losses on the A/B Mortgage Loan.
Each B Note Appraisal Reduction shall be reduced to zero as of the date the A/B
Mortgage Loan is brought current under the then current terms of the A/B
Mortgage Loan for at least three consecutive months, and no B Note Appraisal
Reduction will exist as to any B Note after it has been paid in full,
liquidated, repurchased or otherwise disposed of.

     "B NOTE COLLECTION PERIOD" means, with respect to any B Note Distribution
Date, the period commencing on the day immediately following the B Note
Determination Date in the calendar month preceding the month in which such B
Note Distribution Date occurs (or, in the case of the initial B Note
Distribution Date, commencing on December 10, 2002) and ending on and including
the B Note Determination Date in the calendar month in which such B Note
Distribution Date occurs.

     "B NOTE DETERMINATION DATE" shall mean with respect to each B Note
Distribution Date, the earlier of (i) the 10th day of the month in which such B
Note 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 B Note Distribution Date, commencing in January 2003.

     "B NOTE DISTRIBUTION DATE" shall mean the 15th day of each calendar month
or, if such day is not a Business Day, the next succeeding Business Day,
commencing in January 2003.

     "B NOTE FISCAL AGENT" means ABN AMRO Bank N.V. as fiscal agent under the B
Note Trust Agreement, and its successors and assigns.

     "B NOTE MASTER SERVICER REMITTANCE DATE" shall mean the Business Day
preceding the B Note Distribution Date, commencing in January 2003.

     "B NOTE OPERATING ADVISER" means the holder of the 1290 B Note or its
Certificateholder Representative (as such term is defined in the B Note Trust
Agreement).

     "B NOTE PAYING AGENT" means Wells Fargo Bank Minnesota, National
Association, as paying agent under the B Note Trust Agreement, and its
successors and assigns.

                                      -14-
<PAGE>

     "B NOTE P&I ADVANCE" shall mean, (i) with respect to the B Note when all or
a portion of the Scheduled Payment (other than a Balloon Payment) due during the
related B Note Collection Period and allocable to the B Note pursuant to the A/B
Mortgage Loan Intercreditor Agreement was not received by the Master Servicer as
of the B Note Determination Date, the portion of such Scheduled Payment not
received; (ii) with respect to the Balloon Payment that was due during or prior
to the related B Note Collection Period but was delinquent, in whole or in part,
as of the related B Note Determination Date, an amount equal to the excess, if
any, of the Assumed Scheduled Payment for the B Note for the related B Note
Collection Period, over any Late Collections received in respect of such Balloon
Payment during such B Note Collection Period, which are allocable to the B Note
pursuant to the A/B Mortgage Loan Intercreditor Agreement; and (iii) following
the occurrence and during the continuance of an event of default with respect to
the A/B Mortgage Loan and, in any event, following the acquisition of the REO
Property securing the A/B Mortgage Loan (in circumstances where collections on
an A/B Mortgage Loan or related Mortgaged Property that would otherwise be
applied to pay accrued interest on the B Note (exclusive of default interest)
due with respect to the A/B Mortgage Loan or any related REO Mortgage Loan on
its Due Date during the related Collection Period, are instead being applied,
pursuant to the related loan agreement and/or the A/B Mortgage Loan
Intercreditor Agreement, to pay principal of the A/B Mortgage Loan or any
related REO Mortgage Loan), an amount allocable to interest on the B Note or any
related REO Mortgage Loan that is equal to (A) that portion of the aggregate
Scheduled Payment or, if applicable, the Assumed Scheduled Payment due (or, in
the case of Assumed Scheduled Payment, deemed due) in respect of the A/B
Mortgage Loan on its Due Date during the related Collection Period, that would
have been allocated to accrued interest on the B Note or any related REO
Mortgage Loan on such Due Date pursuant to the related loan agreement and/or the
A/B Mortgage Loan Intercreditor Agreement, had such event of default and/or
acquisition of the REO Property not occurred, minus (B) that portion of the B
Note P&I Advance made pursuant to the immediately preceding clause (i) or (ii)
that is to be remitted to the holder of the related B Note in respect of such
accrued interest on the related B Note or any related REO Mortgage Loan on such
Master Servicer Remittance Date; 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 Mortgage Rate relating to the B Note or REO
Mortgage Loan (net of any fees payable to the Master Servicer or the B Note
Trustee), such that the Scheduled Payment or Assumed Scheduled Payment to be
advanced as a B Note P&I Advance shall be net of the Master Servicing Fee, the
Excess Servicing Fee and the Primary Servicing Fees, as applicable; and
provided, further, that the Scheduled Payment or Assumed Scheduled Payment for
the B Note if it has been modified shall be calculated based on its terms as
modified and provided, further, that the amount of any B Note P&I Advance after
there has been a B Note 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 the B Note as of the immediately preceding B Note
Determination Date less any B Note Appraisal Reduction applicable to the B Note
and the denominator of which is the Principal Balance of the B Note as of such B
Note Determination Date; and provided, further, that any reduction in the P&I
Advance to be made in respect of an A/B Mortgage Loan on any Master Servicer
Remittance Date in accordance with the immediately preceding proviso shall be
allocable, first, against the portion of the P&I Advances to be made in respect
of the related B Note or any related REO Mortgage Loan and, then, against the
portion of the P&I Advances to be made in respect of the related A Note or any
related REO Mortgage Loan. All B Note P&I

                                      -15-
<PAGE>

Advances for the B Note that have been modified shall be calculated on the basis
of their terms as modified.

     "B NOTE P&I ADVANCE AMOUNT" means, with respect to the B Note, the amount
of the B Note P&I Advance for the B Note computed for any B Note Distribution
Date.

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

     "B NOTE TRUST" means the trust created pursuant to the B Note Trust
Agreement, or if such trust is dissolved and the 1290 B Note is deposited into
another trust, such other trust.

     "B NOTE TRUST AGREEMENT" means the Trust Agreement, dated as of December 1,
2002, among Morgan Stanley Dean Witter Capital I Inc., as depositor, the B Note
Trustee, the B Note Fiscal Agent and the B Note Paying Agent, as amended, or if
such trust is dissolved and the 1290 B Note is deposited into another trust, the
trust agreement or equivalent instrument for such other trust.

     "B NOTE TRUSTEE" means LaSalle Bank National Association, as trustee on
behalf of the certificateholders under the B Note Trust Agreement, and its
successors and assigns.

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

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

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

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

                                      -16-
<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."

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

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

     "BUSINESS DAY" means any day other than (i) a Saturday or a Sunday, (ii) a
legal holiday in New York, New York, Boston, Massachusetts (but only with
respect to matters related to the performance of obligations delegated to JHREF
as Primary Servicer under the related Primary Servicing Agreement), Chicago,
Illinois, Des Moines, Iowa (but only with respect to matters related to the
performance of obligations of Principal Global Investors, 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. ss. 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 herein (in the case of an Interest),

                                      -17-
<PAGE>

minus (i) the amount of all principal distributions previously made with
respect to such Certificate pursuant to Section 6.5(a) or deemed to have
been made with respect to such Interest pursuant to Section 6.2(a) or Section
6.3(a), as the case may be and (ii) all Realized Losses allocated or deemed to
have been allocated to such Interest or Certificate in reduction of Certificate
Balance pursuant to Section 6.6. The Certificate Balance of the Class A-1A
Component, the Class A-1B Component, the Class A-1C Component, the Class A-1D
Component, Class A-1E Component and the Class A-1F Component shall equal the
Certificate Balance of the REMIC II Regular Interest A-1A, the REMIC II Regular
Interest A-1B, the REMIC II Regular Interest A-1C, the REMIC II Regular Interest
A-1D, the REMIC II Regular Interest A-1E and the REMIC II Regular Interest A-1F,
respectively. The Certificate Balance of the Class A-2A Component, the Class
A-2B Component and the Class A-2C shall equal the Certificate Balance of the
REMIC II Regular Interest A-2A, the REMIC II Regular Interest A-2B and the REMIC
II Regular Interest A-2C, respectively. The Certificate Balance of the Class B-1
Component and the Class B-2 Component shall equal the Certificate Balance of the
REMIC II Regular Interest B-1 and the REMIC II Regular Interest B-2,
respectively. The Certificate Balance of the Class C-1 Component, the Class C-2
Component and the Class C-3 Component shall equal the Certificate Balance of the
REMIC II Regular Interest C-1, the REMIC II Regular Interest C-2 and the REMIC
II Regular Interest C-3, respectively. The Certificate Balance of the Class D-1
Component and the Class D-2 Component shall equal the Certificate Balance of the
REMIC II Regular Interest D-1 and the REMIC II Regular Interest D-2,
respectively. The Certificate Balance of the Class E-1 Component and the Class
E-2 Component shall equal the Certificate Balance of the REMIC II Regular
Interest E-1 and the REMIC II Regular Interest E-2, respectively.

     "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 set forth in Section 3.2.

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

     "CERTIFICATEHOLDERS" has the meaning set forth in the definition of
"Holder."

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

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

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

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

     "CLASS A-1 CERTIFICATES," "CLASS A-2 CERTIFICATES," "CLASS X-1
CERTIFICATES," "CLASS X-2 CERTIFICATES," "CLASS B CERTIFICATES," "CLASS C
CERTIFICATES," "CLASS D

                                      -18-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                      -19-
<PAGE>

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

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

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

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

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

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

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

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

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

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

     "CLASS X-1 INTEREST AMOUNT" means, with respect to any Distribution Date
and the related Interest Accrual Period, interest equal to the product of (i)
one-twelfth of a per annum rate equal to the weighted average of the Class X-1
Strip Rates for the Class A-1A Component, Class A-1B Component, Class A-1C
Component, Class A-1D Component, Class A-1E Component, Class A-1F Component,
Class A-2A Component, Class A-2B Component, Class A-2C Component, Class B-1
Component, Class B-2 Component, Class C-1 Component, Class C-2 Component, Class
C-3 Component, Class D-1 Component, Class D-2 Component, Class E-1 Component,
Class E-2 Component, Class F Certificates, Class G Certificates, Class H
Certificates, Class J Certificates, Class K Certificates, Class L Certificates,
Class M Certificates, Class N Certificates and Class O Certificates, weighted on
the basis of the respective Certificate

                                      -20-
<PAGE>

Balances of such Classes of Certificates or such Components immediately prior to
such Distribution Date and (ii) the Class X-1 Notional Amount for such
Distribution Date.

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

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

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

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

     (C) for any Distribution Date occurring after February 2006 and on or
before February 2007, the excess, if any, of (i) the Weighted Average REMIC I
Net Mortgage Rate for such Distribution Date over (ii) (x) in the case of the
Class A-1A Component, Class A-1B Component, Class A-1C Component, Class E-1
Component, Class F Certificates, Class G Certificates, Class H Certificates,
Class J Certificates, Class K Certificates, Class L Certificates,

                                      -21-
<PAGE>

Class M Certificates, Class N Certificates and Class O Certificates, the
Pass-Through Rate for such Class of Certificates or such Component and (y) in
the case of Class A-1D Component, Class A-1E Component, the Class A-1F
Component, Class A-2A Component, Class A-2B Component, Class A-2C Component, the
Class B-1 Component, Class B-2 Component, Class C-1 Component, Class C-2
Component, Class C-3 Component, Class D-1 Component, Class D-2 Component and
Class E-2 Component, the greater of (1) the rate per annum corresponding to such
Distribution Date as set forth on Schedule XI attached hereto and (2) the
Pass-Through Rate for such Class of Certificates or Components;

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

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

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

                                      -22-
<PAGE>

such Distribution Date as set forth on Schedule XIV attached hereto and (2) the
Pass-Through Rate for such Class of Certificates or Components;

     (G) for any Distribution Date occurring after February 2010 and on or
before February 2011, the excess, if any, of (i) the Weighted Average REMIC I
Net Mortgage Rate for such Distribution Date over (ii) (x) in the case of the
Class A-1A Component, Class A-1B Component, Class A-1C Component, Class A-1D
Component, Class A-1E Component, the Class A-1F Component, Class A-2A Component,
Class A-2B Component, Class B-1 Component, Class C-1 Component, Class C-2
Component, Class C-3 Component, Class D-1 Component, Class D-2 Component, Class
E-1 Component, Class E-2 Component, Class F Certificates, Class G Certificates,
Class H Certificates, Class J Certificates, Class K Certificates, Class L
Certificates, Class M Certificates, Class N Certificates and Class O
Certificates, the Pass-Through Rate for such Class of Certificates or such
Component and (y) in the case of the Class A-2C Component and Class B-2
Component, the greater of (1) the rate per annum corresponding to such
Distribution Date as set forth on Schedule XV attached hereto and (2) the
Pass-Through Rate for such Class of Certificates or Components; and

     (G) for any Distribution Date occurring after February 2011, and for any
Class of Certificates or Components, the excess of (i) the Weighted Average
REMIC I Net Mortgage Rate for such Distribution Date over (ii) the Pass-Through
Rate for each such Class of Certificates or Component. In no event will any
Class X-1 Strip Rate be less than zero.


     "CLASS X-2 INTEREST AMOUNT" means,

     (A) with respect to any Distribution Date occurring on or before February
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-1B Component, Class A-1C Component, Class A-1D
Component, Class A-1E Component, the Class A-1F Component, Class A-2A Component,
Class A-2B Component, Class A-2C Component, Class B-1 Component, Class B-2
Component, Class C-1 Component, Class C-2 Component, Class C-3 Component, Class
D-1 Component, Class D-2 Component, Class E-1 Component, Class E-2 Component,
Class F Certificates, Class G Certificates, Class H Certificates, Class J
Certificates and Class K Certificates, weighted on the basis of the respective
Certificate Balances of such Classes of Certificates or such Components
immediately prior to such Distribution Date and (ii) the Class X-2 Notional
Amount for such Distribution Date;

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

                                      -23-
<PAGE>

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

     (D) with respect to any Distribution Date occurring after February 2007 and
on or before the Distribution Date in February 2008 and the related Interest
Accrual Period, interest equal to the product of (i) one-twelfth of a per annum
rate equal to the weighted average of the Class X-2 Strip Rates for Class A-1E
Component, the Class A-1F Component, Class A-2A Component, Class A-2B Component,
Class A-2C Component, Class B-1 Component, Class B-2 Component, Class C-1
Component, Class C-2 Component, Class C-3 Component and Class D-2 Component,
weighted on the basis of the respective Certificate Balances of such Classes of
Certificates or such Component immediately prior to such Distribution Date and
(ii) the Class X-2 Notional Amount for such Distribution Date;

     (E) with respect to any Distribution Date occurring after February 2008 and
on or before the Distribution Date in February 2009 and the related Interest
Accrual Period, interest equal to the product of (i) one-twelfth of a per annum
rate equal to the weighted average of the Class X-2 Strip Rates for Class A-1F
Component, Class A-2A Component, Class A-2B Component, Class A-2C Component,
Class B-1 Component, Class B-2 Component, Class C-2 Component and Class C-3
Component, weighted on the basis of the respective Certificate Balances of such
Classes of Certificates or such Component immediately prior to such Distribution
Date and (ii) the Class X-2 Notional Amount for such Distribution Date;

     (F) with respect to any Distribution Date occurring after February 2009 and
on or before the Distribution Date in February 2010 and the related Interest
Accrual Period, interest equal to the product of (i) one-twelfth of a per annum
rate equal to the weighted average of the Class A-2B Component, Class A-2C
Component, Class B-1 Component, Class B-2 Component and Class C-3 Component,
weighted on the basis of the respective Certificate Balances of such Classes of
Certificates or such Component immediately prior to such Distribution Date and
(ii) the Class X-2 Notional Amount for such Distribution Date; and

     (G) with respect to any Distribution Date occurring after February 2010 and
on or before the Distribution Date in February 2011 and the related Interest
Accrual Period, interest equal to the product of (i) one-twelfth of a per annum
rate equal to the weighted average of the Class A-2C Component and Class B-2
Component, weighted on the basis of the respective Certificate Balances of such
Classes of Certificates or such Component immediately prior to such Distribution
Date and (ii) the Class X-2 Notional Amount for such Distribution Date.

                                      -24-
<PAGE>

     "CLASS X-2 NOTIONAL AMOUNT" means,

     (A) with respect to any Distribution Date occurring on or before the
Distribution Date in February 2005, the aggregate of the Certificate Balances of
the Class A-1B Component, Class A-1C Component, Class A-1D Component, Class A-1E
Component, Class A-1F Component, Class A-2A Component, Class A-2B Component,
Class A-2C Component, Class B-1 Component, Class B-2 Component, Class C-1
Component, Class C-2 Component, Class C-3 Component, Class D-1 Component, Class
D-2 Component, Class E-1 Component, Class E-2 Component, Class F Certificates,
Class G Certificates, Class H Certificates, Class J Certificates and Class K
Certificates as of the close of business on the preceding Distribution Date,

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

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

     (D) with respect to any Distribution Date after the Distribution Date in
February 2007 and on or before the Distribution Date in February 2008, the
aggregate of the Certificate Balances of the Class A-1E Component, Class A-1F
Component, Class A-2A Component, Class A-2B Component, Class A-2C Component,
Class B-1 Component, Class B-2 Component, Class C-1 Component, Class C-2
Component, Class C-3 Component and Class D-2 Component as of the close of
business on the preceding Distribution Date,

     (E) with respect to any Distribution Date after the Distribution Date in
February 2008 and on or before the Distribution Date in February 2009, the
aggregate of the Certificate Balances of the Class A-1F Component, Class A-2A
Component, Class A-2B Component, Class A-2C Component, Class B-1 Component,
Class B-2 Component, Class C-2 Component and Class C-3 Component as of the close
of business on the preceding Distribution Date,

     (F) with respect to any Distribution Date after the Distribution Date in
February 2009 and on or before the Distribution Date in February 2010, the
aggregate of the Certificate Balances of the Class A-2B Component, Class A-2C
Component, Class B-1 Component, Class B-2 Component and Class C-3 Component as
of the close of business on the preceding Distribution Date,

                                      -25-
<PAGE>

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

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

     "CLASS X-2 STRIP RATE" means,

     (A) for any Distribution Date occurring on or before February 2005, with
respect to those components of the Class X-2 Notional Amount outstanding
immediately prior to the related Distribution Date, the excess, if any, of (x)
the lesser of (i) the rate per annum corresponding to such Distribution Date as
set forth in Schedule IX attached hereto and (ii) the Weighted Average REMIC I
Net Mortgage Rate for such Distribution Date over (y) the Pass-Through Rate for
such Class of Certificates or Component;

     (B) for any Distribution Date occurring after February 2005 and on or
before February 2006, with respect to those components of the Class X-2 Notional
Amount outstanding immediately prior to the related Distribution Date, the
excess, if any, of (x) the lesser of (i) the rate per annum corresponding to
such Distribution Date as set forth in Schedule X attached hereto and (ii) the
Weighted Average REMIC I Net Mortgage Rate for such Distribution Date over (y)
the Pass-Through Rate for such Class of Certificates or Component;

     (C) for any Distribution Date occurring after February 2006 and on or
before February 2007, with respect to those components of the Class X-2 Notional
Amount outstanding immediately prior to the related Distribution Date, the
excess, if any, of (x) the lesser of (i) the rate per annum corresponding to
such Distribution Date as set forth in Schedule XI attached hereto and (ii) the
Weighted Average REMIC I Net Mortgage Rate for such Distribution Date over (y)
the Pass-Through Rate for such Class of Certificates or Component;

     (D) for any Distribution Date occurring after February 2007 and on or
before February 2008, with respect to those components of the Class X-2 Notional
Amount outstanding immediately prior to the related Distribution Date, the
excess, if any, of (x) the lesser of (i) the rate per annum corresponding to
such Distribution Date as set forth in Schedule XII attached hereto and (ii) the
Weighted Average REMIC I Net Mortgage Rate for such Distribution Date over (y)
the Pass-Through Rate for such Class of Certificates or Component;

     (E) for any Distribution Date occurring after February 2009 and on or
before February 2009, with respect to those components of the Class X-2 Notional
Amount outstanding immediately prior to the related Distribution Date, the
excess, if any, of (x) the lesser of (i) the rate per annum corresponding to
such Distribution Date as set forth in Schedule XIII attached hereto and (ii)
the Weighted Average REMIC I Net Mortgage Rate for such Distribution Date over
(y) the Pass-Through Rate for such Class of Certificates or Component;

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

                                      -26-
<PAGE>

hereto and (ii) the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date over (y) the Pass-Through Rate for such Class of Certificates
or Component;

     (G) for any Distribution Date occurring after February 2010 and on or
before February 2011, with respect to those components of the Class X-2 Notional
Amount outstanding immediately prior to the related Distribution Date, the
excess, if any, of (x) the lesser of (i) the rate per annum corresponding to
such Distribution Date as set forth in Schedule XV attached hereto and (ii) the
Weighted Average REMIC I Net Mortgage Rate for such Distribution Date over (y)
the Pass-Through Rate for such Class of Certificates or Component; and

     (H) for any Distribution Date occurring after February 2011, 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, societe anonyme.

     "CLOSING DATE" means February 6, 2003.

     "CMSA" means the Commercial Mortgage Securities Association.


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

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

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

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

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

     "COMPANION LOAN" means each of the Oakbrook Center Companion Loan, the 1290
Avenue of the Americas Companion Loan and the Perryville I Corporate Park Office
Companion Loan. Each Companion Loan is not a "Mortgage Loan."

     "COMPANION LOAN CUSTODIAL ACCOUNT" means each of the custodial
sub-account(s) of the Certificate Account (but which are not included in the
Trust) created and maintained by the Master Servicer pursuant to Section 5.1(c)
on behalf of the holder of the

                                      -27-
<PAGE>

related Companion Loan. Any such sub-account(s) shall be maintained as a
sub-account of an Eligible Account.

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

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

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

     "CONTROL APPRAISAL EVENT" has the meaning set forth in Section 9.40 hereof.

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

     "CONTROLLING HOLDER" has the meaning set forth in the A/B Mortgage Loan
Intercreditor Agreement.

     "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--

                                      -28-
<PAGE>

Morgan Stanley Dean Witter Capital I Inc. Series 2003-TOP9 and
the office of the Certificate Registrar is presently located for certificate
transfer purposes at Wells Fargo Center, Sixth and Marquette Avenue, MAC
#N9303-121, Minneapolis, Minnesota 55479-0113, Attention: Corporate Trust
Services (CMBS)-- Morgan Stanley Dean Witter Capital I Inc. Series 2003-TOP9,
and for all other purposes at 9062 Old Annapolis Road, Columbia, Maryland 21045,
Attention: Corporate Trust Services (CMBS)-- Morgan Stanley Dean Witter Capital
I Inc. Series 2003-TOP9, or at such other address as the Trustee or Certificate
Registrar may designate from time to time by notice to the Certificateholders,
the Depositor, the Master Servicer, the Paying Agent and the Special Servicer.

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

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

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

     "CUSTODIAN" means the Trustee or any Person who is appointed by the Trustee
at any time as custodian pursuant to Section 7.9 and who is unaffiliated with
the Depositor and 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 February 1, 2003. The Cut-Off
Date for any Mortgage Loan that has a Due Date on a date other than the first
day of each month shall be the end of business on February 1, 2003, and
Scheduled Payments due in February 2003 with respect to Mortgage Loans not
having Due Dates on the first of each month have been deemed received on
February 1, 2003, not the actual day on which such Scheduled Payments were due.

                                      -29-
<PAGE>

     "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, Companion 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 or Companion Loan that is
in default under the terms of the applicable Mortgage Loan documentation and for
which any applicable grace period has expired.

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

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

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

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

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

                                      -30-
<PAGE>

     "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 8th 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
March 6, 2003.

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

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

     "DISQUALIFIED ORGANIZATION" means any of (i) the United States, any State
or any political subdivision thereof, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for FHLMC, a majority of its board
of directors is not selected by any such governmental unit), (ii) a foreign
government, international organization or any agency or instrumentality of
either of the foregoing, (iii) an organization (except certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from tax
imposed by Chapter 1 of the Code (unless such organization

                                      -31-
<PAGE>

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 13th day of each month or, if such day is not
a Business Day, the next succeeding Business Day, commencing March 13, 2003.

     "DUE DATE" means, with respect to a Mortgage Loan, Companion 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 "A-1" by S&P and "F-1+" by Fitch, if the deposits
are to be held in the account for 30 days or less, or (B) long-term unsecured
debt obligations are rated at least "AA-" by S&P (or "A" (without regard to any
plus or minus), if the short-term unsecured debt obligations are rated at least
"A-1") and at least "AA-" by Fitch, if the deposits are to be held in the
account more than 30 days or (ii) a segregated trust account or accounts
maintained in the trust department of the Trustee, the Paying Agent or other
financial institution having a combined capital and surplus of at least
$50,000,000 and subject to regulations regarding fiduciary funds on deposit
similar to Title 12 of the Code of Federal Regulations Section 9.10(b), or (iii)
an account or accounts of a depository institution acceptable to each Rating
Agency, as evidenced by Rating Agency Confirmation with respect to the use of
any such account as the Certificate Account or the Distribution Account.
Notwithstanding anything in the foregoing to the contrary, an account shall not
fail to be an Eligible Account solely because it is maintained with Wells Fargo
Bank, National Association or Wells Fargo Bank Iowa, N.A., each a wholly-owned
subsidiary of Wells Fargo & Co., provided that such subsidiary's or its parent's
(A) commercial paper, short-term unsecured debt obligations or other short-term
deposits are at least "A-1" in the case of S&P, and "F-1" in the case of Fitch,
if the deposits are to be held in the account for 30 days or less, or (B)
long-term

                                      -32-
<PAGE>

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

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

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

         (ii) demand or time deposits in, unsecured certificates of deposit
of, money market deposit accounts of, or bankers' acceptances issued by, any
depository institution or trust company (including the Trustee, the Master
Servicer, the Special Servicer, the Paying Agent or any Affiliate of the Master
Servicer, the Special Servicer, the Paying Agent or the Trustee, acting in its
commercial capacity) incorporated or organized under the laws of the United
States of America or any State thereof and subject to supervision and
examination by federal or state banking authorities, so long as the commercial
paper or other short-term debt obligations of such depository institution or
trust company are rated "F-1+" by Fitch and "A-1+" by S&P or the long-term
unsecured debt obligations of such depository institution or trust company have
been assigned a rating by each Rating Agency at least equal "AA" by Fitch and
"AA-" by S&P or its equivalent or, in each case, if not rated by a Rating
Agency, then such Rating Agency has issued a Rating Agency Confirmation;

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

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

         (v) commercial paper (including both non-interest-bearing discount
obligations and interest-bearing obligations payable on demand or on a specified
date not more

                                      -33-
<PAGE>

than one year after the date of issuance thereof) rated "F-1+" by Fitch and
"A-1+" by S&P (or for which Rating Agency Confirmation is obtained with respect
to such ratings);

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

         (vii) guaranteed reinvestment agreements maturing within 365 days or
less issued by any bank, insurance company or other corporation whose long-term
unsecured debt rating is not less than "AA" (or its equivalent) by Fitch and
"AA-" by S&P (if rated by Fitch or, if not rated by Fitch, by S&P and another
nationally recognized statistical rating organization), or for which Rating
Agency Confirmation is obtained with respect to such ratings;

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

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

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

                                      -34-
<PAGE>

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

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

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

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

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

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

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

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

     "EXCESS LIQUIDATION PROCEEDS" means, with respect to any Mortgage Loan, the
excess of (i) Liquidation Proceeds of a Mortgage Loan or related REO Property,
over (ii) the amount that would have been received if a Principal Prepayment in
full had been made with respect to such Mortgage Loan (or, in the case of an REO
Property related to an A/B Mortgage Loan, a Principal Prepayment in full had
been made with respect to both the related A Note and

                                      -35-
<PAGE>

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

     "EXCESS SERVICING FEE" means, with respect to the Mortgage Loans for which
an "excess servicing fee rate" is designated on the Mortgage Loan Schedule, the
monthly fee payable to (a) Wells Fargo Bank, National Association or its
successors and assigns, and (b) JHREF, or its successors and assigns, each 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 ACT" has the meaning set forth in Section 8.26(a).

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

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

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

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

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

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

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

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

     "FINAL JUDICIAL DETERMINATION" has the meaning set forth in Section 2.3(a).

     "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, Companion Loan, B Note or Specially Serviced Mortgage Loan by the
Special Servicer in consultation with the Operating Adviser and the Master
Servicer (including a Mortgage Loan, Companion 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,

                                      -36-
<PAGE>

Condemnation Proceeds, Liquidation Proceeds, Purchase Proceeds and other
payments or recoveries which the the Special Servicer expects to be finally
recoverable on such Mortgage Loan, Companion Loan or B Note, without regard to
any obligation of the Master Servicer, the Special 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 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.

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

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

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

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

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

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

     "INDEPENDENT CONTRACTOR" means, either (i) with respect to any Mortgage
Loan (A) that is not a Specially Serviced Mortgage Loan, any Person designated
by the Master Servicer (other than the Master Servicer, but which may be an
Affiliate of the Master Servicer),

                                      -37-
<PAGE>

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.

     "INDIVIDUAL ACCREDITED INVESTOR" means an accredited investor qualifying
pursuant to Rule 501(a)(5) or (6) of Regulation D of the 1933 Act.

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

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

     "INITIAL REVIEW PERIOD" has the meaning set forth in Section 9.4(d).

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

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

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

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

     "INSURANCE PROCEEDS" means amounts paid by the insurer under any Insurance
Policy, other than amounts required to be paid over to the Mortgagor pursuant to
law, the related Mortgage Loan, the related Companion Loan, the related B Note
or the Servicing Standard.

                                      -38-
<PAGE>

     "INTERCREDITOR AGREEMENT" means the related A/B Mortgage Loan Intercreditor
Agreement and/or the Loan Pair Intercreditor Agreement, as the case may be.

     "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.

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

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

     "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, Companion 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, Companion Loan or B Note in
connection with a late payment made by such Mortgagor.

     "LIQUIDATION EXPENSES" means reasonable and direct expenses incurred by the
Special Servicer on behalf of the Trust in connection with the liquidation of
any Specially Serviced Mortgage Loan or REO Property acquired in respect thereof
including, without limitation, reasonable legal fees and expenses in connection
with a closing, brokerage

                                      -39-
<PAGE>

commissions and conveyance taxes for such Specially Serviced Mortgage Loan. All
Liquidation Expenses relating to disposition of the Specially Serviced Mortgage
Loan shall be (i) paid out of income from the related REO Property, to the
extent available, (ii) paid out of related proceeds from liquidation or (iii)
advanced by the Master Servicer or the Special 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
and Insurance Proceeds received by the Trust (net of any expenses incurred by
the Special Servicer on behalf of the Trust in connection with the collection of
such Condemnation Proceeds and Insurance Proceeds); 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 (x) if repurchased after the date that is 180 days after the
applicable Seller receives notice of the breach or defect causing the repurchase
and (y) in connection with any sale or other liquidation of a Mortgage Loan or
REO Property, and if the related Seller disputes such notice of breach in
accordance with Section 2.3, upon a repurchase of the related Mortgage Loan or
REO Property following a Final Judicial Determination that such Seller was
obligated to repurchase such Mortgage Loan or REO Property, all in accordance
with Section 2.3, (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 related A/B Mortgage Loan 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 A/B
Mortgage Loan Intercreditor Agreement and a monetary default occurs in the
following month and (iii) in the case of Mortgage Loan No. 1 (together with any
related Companion Loan), such fee shall equal, in the aggregate, no more than
$1,000,000 and, in the case of the 1290 A/B Mortgage Loan, such fee shall equal,
in the aggregate, no more than $1,000,000.

     "LIQUIDATION PROCEEDS" means proceeds from the sale or liquidation of a
Mortgage Loan, Companion 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
and interest thereon 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, Condemnation Proceeds, Insurance 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

                                      -40-
<PAGE>

reimbursable to any holder of a B Note or Companion Loan. REO Income,
Liquidation Proceeds, Condemnation Proceeds and Insurance 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 PAIR" means a Pari Passu Loan and its Companion Loan, collectively.

     "LOAN PAIR INTERCREDITOR AGREEMENT" means, with respect to a Loan Pair, the
related intercreditor agreement by and between the holders of the related Pari
Passu Loan and the related Companion Loan relating to the relative rights of
such holders, as the same may be further amended from time to time in accordance
with the terms thereof.

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

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

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

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

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

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

     "MAI" means Member of the Appraisal Institute.

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

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

     "MASTER SERVICER INDEMNIFIED PARTIES" has the meaning set forth in Section
8.25(a).

     "MASTER SERVICER LOSSES" has the meaning set forth in Section 8.25(a).

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

                                      -41-
<PAGE>

     "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, Companion 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, Companion Loan or
B Note for such month) multiplied by the Scheduled Principal Balance of such
Mortgage Loan, Companion Loan or B Note immediately before the Due Date
occurring in such month, subject to reduction in respect of Compensating
Interest, as set forth in Section 8.10(c).

     "MASTER SERVICING FEE RATE" means, with respect to each Mortgage Loan, any
Companion Loan and any B Note (including any Mortgage Loan relating to an REO
Property), the rate per annum specified as such on the Mortgage Loan Schedule.

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

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

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

     "MAXIMUM PREPAYABLE AMOUNT" means, with respect to the 1290 B Note, an
amount equal to the product of $1,250,000 times the number of complete calendar
months which have elapsed from October 7, 2006 to the date of prepayment, less
any prior prepayments made pursuant to the terms of the related loan agreement
and excluding any scheduled payments of principal made pursuant to such loan
agreement.

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

     "MODIFICATION LOSS" means, with respect to each Mortgage Loan, (i) a
decrease in the Principal Balance of such Mortgage Loan as a result of a
modification thereof in accordance with the terms hereof, (ii) any expenses
connected with such modification, to the extent (x) reimbursable to the Trustee,
the Special Servicer or the Master Servicer and (y) not

                                      -42-
<PAGE>

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, Companion 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 charge or percentage premium in connection
with a principal prepayment (and shall not include late fees or default interest
provisions).

     "MONTHLY CERTIFICATEHOLDERS REPORT" means a report provided pursuant to
Section 5.4 by the Paying Agent monthly as of the related Determination Date
generally in the form and substance of Exhibit M, which sets forth, to the
extent applicable: (i) the amount, if any, of such distributions to the holders
of each Class of Principal Balance Certificates applied to reduce the respective
Certificate Balances thereof; (ii) the amount of such distribution to holders of
each Class of Certificates allocable to (A) interest accrued at the respective
Pass-Through Rates, less any Net Aggregate Prepayment Interest Shortfalls and
(B) Prepayment Premiums; (iii) the number of outstanding Mortgage Loans and the
aggregate Principal Balance and Scheduled Principal Balance of the Mortgage
Loans at the close of business on such Determination Date; (iv) the number and
aggregate Scheduled Principal Balance of Mortgage Loans (A) delinquent 30-59
days, (B) delinquent 60-89 days, (C) delinquent 90 or more days, (D) as to which
foreclosure proceedings have been commenced, or (E) as to which bankruptcy
proceedings have been commenced; (v) with respect to any REO Property included
in the Trust, the Principal Balance of the related Mortgage Loan as of the date
of acquisition of the REO Property and the Scheduled Principal Balance thereof;
(vi) as of the related Determination Date (A) as to any REO Property sold during
the related Collection Period, the date of the related determination by the
Special Servicer that it has recovered all payments which it expects to be
finally recoverable and the amount of the proceeds of such sale deposited into
the Certificate Account, and (B) the aggregate amount of other revenues
collected by the Special Servicer with respect to each REO Property during the
related Collection Period and credited to the Certificate Account, in each case
identifying such REO Property by the loan number of the related Mortgage Loan;
(vii) the Aggregate Certificate Balance or Notional Amount, as the case may be,
of each Class of Certificates before and after giving effect to the distribution
made on such Distribution Date; (viii) the aggregate amount of Principal
Prepayments made during the related Collection Period; (ix) the Pass-Through
Rate applicable to each Class of Certificates for such Distribution Date; (x)
the aggregate amount of the Master Servicing Fee, the 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 Special 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.

                                      -43-
<PAGE>

     "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 2003-TOP9, 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;

     (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 2003-TOP9;"

                                      -44-
<PAGE>

     (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
Leases, in recordable form, signed by the holder of record in favor of "LaSalle
Bank National Association, as Trustee for Morgan Stanley Dean Witter Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9," 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 duly authorized and
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;

                                      -45-
<PAGE>

     (xi) copies of any loan agreements, lock-box agreements and intercreditor
agreements (including, without limitation, any Intercreditor Agreement, and a
copy (that is, not the original) of the mortgage note evidencing the related
Companion Loan and 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 applicable 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 applicable Primary Servicer (or the Master Servicer) on behalf of the
Trustee, with a copy to be held by the Trustee, and applied, drawn, reduced or
released in accordance with documents evidencing or securing the applicable
Mortgage Loan, 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
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 Servicers (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 all hotels and for such other
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 Mortgage Loan shall also include any
Defeasance Loan and with respect to (i) any A/B Mortgage Loan, shall include the
A-1 Note (but shall not include the related A-2 Note, A-3 Note, A-4 Note or B
Note) and (ii) any Loan Pair, shall include the Pari Passu Loan (but shall not
include the related Companion Loan).

                                      -46-
<PAGE>

     "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" means that certain Mortgage Loan
Purchase Agreement between BSCMI and the Depositor dated as of January 24, 2003
with respect to the BSCMI Loans, a form of which is attached hereto as Exhibit
K-1.

     "MORTGAGE LOAN PURCHASE AGREEMENT II" means that certain
Mortgage Loan Purchase Agreement between Wells Fargo and the Depositor dated as
of January 24, 2003 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 January 24,
2003 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 MSDWMC and the Depositor dated as of January 24, 2003
with respect to the MSDWMC 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 JHREF and the Depositor dated as of January 24, 2003
with respect to the JHREF 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 I, which identifies each BSCMI Loan, the schedule
attached hereto as Schedule II, which identifies each Wells Fargo Loan, the
schedule attached hereto as Schedule III, which identifies each Principal Loan,
the schedule attached hereto as Schedule IV, which identifies each JHREF 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, Companion Loan or B Note,
the per annum rate at which interest accrues on such Mortgage Loan, Companion
Loan or B Note.

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

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

     "MORTGAGOR" means the obligor on a Mortgage Note.

                                      -47-
<PAGE>

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

     "MSDWMC Loans" means, collectively, those Mortgage Loans sold to the
Depositor pursuant to the Mortgage Loan Purchase Agreement IV 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.

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

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

     "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 Special Servicer, the Trustee or the Fiscal
Agent that, in its respective sole discretion, exercised in good faith and, with
respect to the Master Servicer and the Special Servicer, in accordance with the
Servicing Standard, will not be or, in the case of a current delinquency, would
not be, ultimately recoverable, from Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds or Purchase Proceeds (or from any other collections) with
respect to the related Mortgage Loan or Companion Loan (and taking into
consideration any Crossed Mortgage Loans) (in the case of P&I Advances and
Servicing Advances) or B Note 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

                                      -48-
<PAGE>

with respect to any Mortgage Loan or Companion Loan (in the case of P&I Advances
and Servicing Advances) or B Note will be recoverable, the Master Servicer, the
Special 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, and in the case of a B Note
P&I Advance, shall take into account that such B Note P&I Advance and Advance
Interest thereon may only be recovered from collections on the B Note, as
allocable thereto pursuant to the A/B Mortgage Loan Intercreditor Agreement.
Absent bad faith, the Master Servicer's determination as to the recoverability
of any Advance shall be conclusive and binding on the Certificateholders and, in
the case of any B Note or Companion Loan, the holder of the B Note or Companion
Loan, as applicable, and may, in all cases, be relied on by the Trustee and the
Fiscal Agent. It is acknowledged that the Master Servicer in its application of
the nonrecoverability determination may determine in respect of a Determination
Date that a P&I Advance on an A Note is recoverable but that the P&I Advance on
the related B Note is not recoverable. Notwithstanding the foregoing, P&I
Advances with respect to a B Note shall be required to be made by the Master
Servicer only if the B Note is included in a commercial mortgage trust, and the
Trustee and the Fiscal Agent shall have no obligation to make B Note P&I
Advances or P&I Advances with respect to any Companion Loan under this
Agreement. It is acknowledged that as of the Closing Date, the 1290 B Note is
included in the B Note Trust, which is a commercial mortgage trust.

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

     "NOTIONAL AMOUNT" means, as of any date of determination: (i) with respect
to all of the Class X-1 Certificates as a Class, the Class X-1 Notional Amount
as of such date of determination; (ii) with respect to any Class X-1
Certificate, the product of the Percentage Interest evidenced by such
Certificate and the Class X-1 Notional Amount as of such date of determination;
(iii) with respect to all of the Class X-2 Certificates as a Class, the Class
X-2 Notional Amount as of such date of determination and (iv) with respect to
any Class X-2 Certificate, the product of the Percentage Interest evidenced by
such Certificate and the Class X-2 Notional Amount as of such date of
determination.

     "OAKBROOK CENTER COMPANION LOAN" means, with respect to the Mortgage Loan
identified on the Mortgage Loan Schedule as Mortgage Loan No. 1, the related A-2
Note and the A-3 Note, which are secured by the related Mortgage on a pari passu
basis with the Oakbrook Center Pari Passu Loan. The Oakbrook Center Companion
Loan is not a "Mortgage Loan."

     "OAKBROOK CENTER PARI PASSU LOAN" means, with respect to the Mortgage Loan
identified on the Mortgage Loan Schedule as Mortgage Loan No. 1, the related A-1
Note, which is secured by the related Mortgage on a pari passu basis with the
Oakbrook Center Companion Loan. The Oakbrook Center Pari Passu Loan is a
"Mortgage Loan."


     "OFFICER'S CERTIFICATE" means (v) in the case of the Depositor, a
certificate signed by one or more of the Chairman of the Board, any Vice
Chairman, the President, or any Senior Vice President, Vice President or
Assistant Vice President, and by one or more of the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary of the Depositor, or (w) in
the

                                      -49-
<PAGE>

case of the Master Servicer and the Special Servicer, any of the officers
referred to above or an employee thereof designated as a Servicing Officer or
Special Servicing Officer pursuant to this Agreement, (x) in the case of the
Trustee or the Fiscal Agent, a certificate signed by a Responsible Officer, (y)
in the case of a Seller, a certificate signed by one or more of the Chairman of
the Board, any Vice Chairman, any Managing Director or Director, the President,
or any Executive Vice President, any Senior Vice President, Vice President,
Second Vice President or Assistant Vice President and (z) in the case of the
Paying Agent, a certificate signed by a Responsible Officer, each with specific
responsibilities for the matters contemplated by this Agreement.

     "OPERATING ADVISER" shall mean the Person elected to serve as the Operating
Adviser pursuant to Section 9.37(a) provided, that for so long as the 1290 A/B
Mortgage Loan is serviced under this Agreement, the B Note Operating Adviser
shall instead be entitled to the rights and powers granted to the Operating
Adviser under this Agreement, other than the right to terminate and replace the
Special Servicer, to the extent such rights and powers relate to the 1290 A/B
Mortgage Loan (but only so long as the holder of the B Note is the Controlling
Holder of the 1290 A/B Mortgage Loan).

     "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.

     "OTHER OPERATING ADVISER" has the meaning set forth in Section 9.37(g).

     "OTHER POOLING AND SERVICING AGREEMENT" has the meaning set forth in
Section 9.4(d) hereof.

     "OTHER SECURITIZATION" has the meaning set forth in Section 9.4(d) hereof.

     "OTHER SPECIAL SERVICER" has the meaning set forth in Section 9.4(d)
hereof.

     "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, Companion
Loan or Specially Serviced Mortgage Loan (other than a B Note) 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
and Companion Loan (including any REO Property as to which the related Mortgage
Loan provided for a Balloon Payment) as to which a Balloon Payment was due
during or prior to the related Collection Period but was delinquent, in whole or
in part, as of the related Determination Date, an amount equal to the excess, if
any, of the Assumed Scheduled Payment for such Balloon Mortgage Loan for the
related Collection Period, over any Late Collections

                                      -50-
<PAGE>

received in respect of such Balloon Payment during such Collection Period; and
(iii) with respect to each REO Property, an amount equal to the excess, if any,
of the Assumed Scheduled Payment for the Mortgage Loan or Companion Loan related
to such REO Property during the related Collection Period, over remittances of
REO Income (or, in the case of a Pari Passu Loan or Companion Loan, the portion
thereof allocable to such Pari Passu Loan or Companion Loan under the applicable
Intercreditor Agreement and Section 1.6 of this Agreement) to the Master
Servicer by the Special Servicer, reduced by any amounts required to be paid as
taxes on such REO Income (including taxes imposed pursuant to Section 860G(c) of
the Code); provided, however, that the interest portion of any Scheduled Payment
or Assumed Scheduled Payment shall be advanced at a per annum rate equal to the
sum of the REMIC I Net Mortgage Rate relating to such Mortgage Loan, Companion
Loan or REO Mortgage Loan and the Trustee Fee Rate, such that the Scheduled
Payment or Assumed Scheduled Payment to be advanced as a P&I Advance shall be
net of the Master Servicing Fee, the Excess Servicing Fee and the Primary
Servicing Fees; and provided, further, that the Scheduled Payment or Assumed
Scheduled Payment for any Mortgage Loan which has been modified shall be
calculated based on its terms as modified and provided, further, that the
interest component of any P&I Advance with respect to a Mortgage Loan (or a Pari
Passu Loan or Companion Loan contained in a Loan Pair) 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 or Companion Loan as of the immediately preceding Determination
Date less any Appraisal Reduction applicable to such Mortgage Loan (or, in the
case of a Pari Passu Loan or Companion Loan, the portion thereof allocable to
such Pari Passu Loan or Companion Loan under the applicable Intercreditor
Agreement and Section 1.6 of this Agreement) and the denominator of which is the
Principal Balance of such Mortgage Loan or Companion Loan as of such
Determination Date. All P&I Advances for any Mortgage Loans or Companion Loan
that have been modified shall be calculated on the basis of their terms as
modified.

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

     "PARI PASSU LOAN" means each of the Oakbrook Center Pari Passu Loan, the
1290 Avenue of the Americas Pari Passu Loan and the Perryville I Corporate Park
Office Pari Passu Loan. Each Pari Passu Loan is a "Mortgage Loan."

     "PARI PASSU MORTGAGE" means the Mortgage securing a Pari Passu Loan and its
related Companion Loan.

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

     "PASS-THROUGH RATE" or "PASS-THROUGH RATES" means with respect to any Class
of REMIC I Regular Interests, REMIC II Regular Interests or REMIC Regular
Certificates, other than the Class X Certificates, for the first Distribution
Date, the rate set forth in the

                                      -51-
<PAGE>

Preliminary Statement hereto. For any Distribution Date occurring thereafter
(and with respect to the Class X Certificates, for each Distribution Date), the
Pass-Through Rates for (i) the REMIC I Regular Interests shall equal the REMIC I
Net Mortgage Rate on the related Mortgage Loan for such Distribution Date, (ii)
the REMIC II Regular Interests shall equal the Weighted Average REMIC I Net
Mortgage Rate for such Distribution Date, (iii) the Class A-1, Class A-2, Class
B, Class C and Class D, the fixed rate corresponding to such Class set forth in
the Preliminary Statement hereto, (iii) the Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N and Class O Certificates shall equal
the lesser of (A) the fixed rate corresponding to such Class set forth in the
Preliminary Statement hereto and (B) the Weighted Average REMIC I Net Mortgage
Rate for such Distribution Date, (iv) 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 (v) the
Class X-2 Certificates, the per annum rate equal to the product of the Accrued
Certificate Interest thereon for such Distribution Date and 12, divided by the
Class X-2 Notional Amount. The Pass-Through Rate for the Class A-1A Component,
the Class A-1B Component, the Class A-1C Component, the Class A-1D Component,
Class A-1E Component and the Class A-1F Component shall equal the Pass-Through
Rate of the Class A-1 Certificates. The Pass-Through Rate for the Class A-2A
Component, the Class A-2B Component and the Class A-2C Component shall equal the
Pass-Through Rate of the Class A-2 Certificates. The Pass-Through Rate for the
Class B-1 Component and the Class B-2 Component shall equal the Pass-Through
Rate of the Class B Certificates. The Pass-Through Rate for the Class C-1
Component, the Class C-2 Component and the Class C-3 Component shall equal the
Pass-Through Rate of the Class C Certificates. The Pass-Through Rate for the
Class D-1 Component and the Class D-2 Component shall equal the Pass-Through
Rate of the Class D Certificates. The Pass-Through Rate for the Class E-1
Component and the Class E-2 Component shall equal the Pass-Through Rate of the
Class E Certificates.

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

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

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

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

                                      -52-
<PAGE>

     "PERMITTED TRANSFEREE" means any Transferee other than a Disqualified
Organization.

     "PERRYVILLE I CORPORATE PARK OFFICE COMPANION LOAN" means the Mortgage Loan
identified on the Mortgage Loan Schedule as Mortgage Loan No. 29, which is
secured by the related Mortgage on a pari passu basis with the Perryville I
Corporate Park Office Pari Passu Loan. The Perryville I Corporate Park Office
Companion Loan is not a "Mortgage Loan."

     "PERRYVILLE I CORPORATE PARK OFFICE PARI PASSU LOAN" means the Mortgage
Loan identified on the Mortgage Loan Schedule as Mortgage Loan No. 29, which is
secured by the related Mortgage on a pari passu basis with the Perryville I
Corporate Park Office Companion Loan. The Perryville I Corporate Park Office
Pari Passu Loan is a "Mortgage Loan."

     "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.ss. 2510.3-101.

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

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

     "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

                                      -53-
<PAGE>

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

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


     "PRIMARY SERVICERS" means Principal Global Investors, LLC and JHREF and
each of their respective permitted successors and assigns.

     "PRIMARY SERVICING AGREEMENT" means, with respect to each Primary Servicer,
the agreement between such Primary Servicer and the Master Servicer, dated as of
February 1, 2003, 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 set forth in the Preliminary Statement hereto.

     "PRINCIPAL BALANCE" means, with respect to any Mortgage Loan, Companion
Loan, B Note or REO Mortgage Loan, for purposes of performing calculations with
respect to any Distribution Date, the principal balance of such Mortgage Loan,
Companion Loan, B Note or the related REO Mortgage Loan outstanding as of the
Cut-Off Date after taking into account all principal and interest payments made
or due on or prior to the Cut-Off Date (assuming, for any Mortgage Loan,
Companion Loan or B Note with a Due Date in February 2003 that is not February
1, 2003, that principal and interest payments for such month were paid on
February 1,

                                      -54-
<PAGE>

2003), reduced (to not less than zero) by (i) any payments or other collections
of amounts allocable to principal on such Mortgage Loan, Companion Loan, B Note
or related REO Mortgage Loan that have been collected or received during any
preceding Collection Period, other than any Scheduled Payments due in any
subsequent Collection Period, and (ii) the principal portion of any Realized
Loss incurred in respect of such Mortgage Loan or related REO Mortgage Loan
during any related Collection Period.

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

     "PRINCIPAL DISTRIBUTION AMOUNT" means, on any Distribution Date, the sum of
the following amounts: (i) the principal portion of all Scheduled Payments
(other than the principal portion of Balloon Payments) and any Assumed Scheduled
Payments, in each case, to the extent received or advanced, as the case may be,
in respect of the Mortgage Loans and any REO Mortgage Loans (but not in respect
of any Companion Loan or 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 Companion Loan or 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, Companion 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, Companion Loan or B Note in advance
of its scheduled Due Date, including, without limitation, all proceeds, to the
extent allocable to principal, received from the payment of cash in connection
with a substitution shortfall pursuant to Section 2.3; provided, that the pledge
by a Mortgagor of Defeasance Collateral with respect to a Defeasance Loan shall
not be deemed to be a Principal Prepayment.

     "PRIVATE PLACEMENT MEMORANDUM" means the Private Placement Memorandum dated
January 24, 2003, pursuant to which the Class X-1, Class X-2, Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class O
Certificates will be offered for sale.

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

     "PURCHASE PRICE" means, with respect to the purchase by the Seller or
liquidation by the Special Servicer of (i) a Mortgage Loan or an REO Mortgage
Loan pursuant to Article II of this Agreement, (ii) an REO Mortgage Loan
pursuant to Section 9.15 or (iii) a Mortgage Loan pursuant to Section 9.36 under
the circumstances described therein, a price equal to the sum of

                                      -55-
<PAGE>

(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 Companion Loan or 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
Companion Loan or B Note) related to such Mortgage Loan and/or (if applicable)
its related Companion Loan or B Note and all Special Servicing Fees and
Liquidation Fees paid with respect to the Mortgage Loan and/or (if applicable)
its related Companion Loan or B Note) that are reimbursable or payable to the
Master Servicer, the Special Servicer, the Paying Agent, the Trustee, the Fiscal
Agent, the B Note Trustee or the B Note 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 a 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). For purposes of Section 9.15(a), "Purchase Price" shall also be
deemed to include the principal balance, accrued but unpaid interest and the
expenses related to the B Note.

     "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, Companion
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 Fitch, or if not so
rated, then Fitch has issued a Rating Agency Confirmation, and "A" by S&P if
rated by S&P or if not rated by S&P, then S&P has issued a Rating Agency
Confirmation, and (ii) with respect to the Servicer Errors and Omissions
Insurance Policy or Servicer Fidelity Bond an insurance company that has a claim
paying ability no lower than "A" by Fitch if rated by Fitch, or if not rated by
Fitch, then rated A:IX by A.M Best or Fitch has issued a Rating Agency
Confirmation, and "A" by S&P if rated by S&P or if not rated by S&P,

                                      -56-
<PAGE>

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

     "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 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

                                      -57-
<PAGE>

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 November 2036.


     "RATING AGENCIES" means Fitch and S&P and, with respect to any matter
relating to the 1290 A/B Mortgage Loan or 1290 Avenue of the Americas Loan
Securities, to the extent that it is then rating any 1290 Avenue of the Americas
Loan Securities, Moody's Investors Service, Inc. and any other rating
organization.

     "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 and (unless the matter to which the
confirmation would relate does not affect any of the 1290 Avenue of the Americas
Companion Loans, 1290 B Note and 1290 Avenue of the Americas Loan Securities)
any class of 1290 Avenue of the Americas Loan Securities 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.

                                      -58-
<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, Companion 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, Companion Loan or B Note that was
modified, based on the modified terms), or a complete defeasance shall have
occurred, (ii) no other Servicing Transfer Event has occurred and is continuing
(or with respect to determining whether a Required Appraisal Loan is a
Rehabilitated Mortgage Loan for applying Appraisal Reductions, no other
Appraisal Event has occurred and is continuing) and (iii) the Trust, the trust
formed pursuant to any Other Securitization and the B Note Trust each 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. A Pari Passu Loan shall not constitute a
Rehabilitated Mortgage Loan unless its related Companion Loan would constitute a
Rehabilitated Mortgage Loan. A Companion Loan shall not constitute a
Rehabilitated Mortgage Loan unless its related Pari Passu Loan also would
constitute a Rehabilitated Mortgage Loan.

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

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

                                      -59-
<PAGE>

     "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 Companion Loan or B Note therein) and any REO Properties (other than the
interests of the holder of any Companion Loan or 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 and no Companion Loan 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.

                                      -60-
<PAGE>

     "REMIC II REGULAR INTEREST A-1A" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having initial Certificate Balance equal to $63,047,000, and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST A-1B" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having initial Certificate Balance equal to $52,400,000, and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST A-1C" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having initial Certificate Balance equal to $49,600,000, and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST A-1D" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having initial Certificate Balance equal to $73,300,000, and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST A-1E" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having initial Certificate Balance equal to $43,700,000, and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST A-1F" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having initial Certificate Balance equal to $36,700,000, and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST A-2A" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $79,635,000, 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 $43,100,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST A-2C" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $488,100,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST B-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $5,833,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

                                      -61-
<PAGE>

     "REMIC II REGULAR INTEREST B-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $26,500,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST C-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $14,328,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST C-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $14,500,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST C-3" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $6,200,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST D-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $10,325,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST D-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $1,800,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST E-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $7,319,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST E-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $7,500,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

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

                                      -62-
<PAGE>

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

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

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

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<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 X-1 Certificates (each Class X-1
Certificate representing multiple "regular interests" in REMIC III), Class X-2
Certificates (each Class X-2 Certificate representing multiple "regular
interests" in REMIC III), Class B Certificates, Class C Certificates, Class D
Certificates, Class E Certificates, Class F Certificates, Class G Certificates,
Class H Certificates, Class J Certificates, Class K Certificates, Class L
Certificates, Class M Certificates, Class N Certificates and Class O
Certificates.

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

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

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

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

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

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

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

     "REO INCOME" means, with respect to any REO Property that had not been
security for an A/B Mortgage Loan or Loan Pair for any Collection Period, all
income received in connection with such REO Property during such period less any
operating expenses, utilities, real estate taxes, management fees, insurance
premiums, expenses for maintenance and repairs and any other capital expenses
directly related to such REO Property paid during such period or, with respect
to an REO Property that had been security for an A/B Mortgage Loan or Loan Pair,
the portion of the amounts described above received with respect to such REO
Property and allocable to the related A-1 Note or Pari Passu Loan, as
applicable, pursuant to the related Intercreditor Agreement.

     "REO MORTGAGE LOAN" means a Mortgage Loan, Companion Loan or B Note as to
which the related Mortgaged Property is an REO Property.


                                      -64-
<PAGE>

     "REO PROPERTY" means a Mortgaged Property (or an interest therein, if the
Mortgaged Property securing an A/B Mortgage Loan or Loan Pair has been acquired
by the Trust) acquired by the Trust through foreclosure, deed-in-lieu of
foreclosure, abandonment or reclamation from bankruptcy in connection with a
Defaulted Mortgage Loan or otherwise treated as foreclosure property under the
REMIC Provisions.

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

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

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

     "REQUIRED APPRAISAL LOAN" means any Mortgage Loan, Loan Pair or B Note as
to which an Appraisal Event has occurred. A Mortgage Loan, Loan Pair or B Note
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 CMSA Operating Statement Analysis Report, (iv)
subject to Section 8.11(h), a Servicer Watch List, (v) a Property File and (vi)
without duplication with Section 8.14, a Financial File.

     "REVERSE SEQUENTIAL ORDER" means sequentially to the Class O, Class N,
Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D,
Class C, Class B and finally to the Class X and Class A Certificates, on a pro
rata basis, as described herein.

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

                                      -65-
<PAGE>

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

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

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

     "SCHEDULED PAYMENT" means each scheduled payment of principal of, and/or
interest on, a Mortgage Loan, Companion 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, Companion Loan 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 Pari Passu Loan or
Companion Loan or 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,
Companion 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, Companion Loan, B Note or REO Mortgage
Loan.

     "SELLER" means Principal, Wells Fargo, BSCMI, JHREF 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

                                      -66-
<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
Special 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 Companion Loan or 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, any Companion Loan and any B Note whose name and specimen
signature appear on a list of servicing officers or employees furnished to the
Trustee by the Master Servicer and signed by an officer of the Master Servicer,
as such list may from time to time be amended.

     "SERVICING STANDARD" means, with respect to the Master Servicer or the
Special Servicer, as the case may be, to service and administer the Mortgage
Loans (and any Companion Loan and 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 Companion Loan or B Note, the related holder of the Companion Loan or B
Note, as applicable) (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, any Companion Loan and any B Note (and, in the case
of any Loan Pair, 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, any Companion Loan and any B
Note or, if a Mortgage Loan, any Companion 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 or any Loan Pair, the maximization of
recovery on such A/B Mortgage Loan or Loan Pair, as applicable, to the
Certificateholders and the holder of the related B Note or Companion Loan, as
applicable, all taken as a collective whole) on a present value basis (the
relevant discounting of anticipated collections that will be distributable to
Certificateholders to be performed at the related REMIC I Net Mortgage Rate, in
the case of the Mortgage Loans (other than any A Note or Pari Passu Loan) or the
weighted average of the mortgage rates on the related A Note and B Note, in the
case of any A/B Mortgage Loan, and on

                                      -67-
<PAGE>

the related Pari Passu Loan and Companion Loan in the case of any Loan Pair);
and without regard to: (I) any other relationship that the Master Servicer or
the Special Servicer, as the case may be, or any Affiliate thereof may have with
the related Mortgagor; (II) the ownership of any Certificate or any interest in
a Companion Loan or a B Note by the Master Servicer or the Special Servicer, as
the case may be, or any Affiliate thereof; (III) the Master Servicer's
obligation to make Advances; (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 and (V) any obligation of the Master Servicer (or any Affiliate
thereof) to repurchase any Mortgage Loan from the Trust.

     "SERVICING TRANSFER EVENT" means the occurrence of any of the following
events: (i) any Mortgage Loan, Companion 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, Companion 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,
Companion 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, Companion 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 Companion Loan
or 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, Companion 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,
Companion 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 Companion Loan or 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 A/B Mortgage
Loan Intercreditor Agreement, the Business Day following the expiration of the
Cure Period (as defined in the related A/B Mortgage Loan Intercreditor
Agreement) 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 A/B Mortgage Loan
shall be transferred to the Special Servicer on the Business Day following the
expiration of the Cure

                                      -68-
<PAGE>

Period (as defined in the related A/B Mortgage Loan Intercreditor Agreement) 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 A/B Mortgage Loan shall be transferred to the Special Servicer
at the expiration of the Mortgagor's grace period for the current monetary
default. If a Servicing Transfer Event occurs with respect to an A Note, it
shall be deemed to have occurred also with respect to its related B Note. If a
Servicing Transfer Event occurs with respect to a B Note, it shall be deemed to
have occurred also with respect to its related A Note. However, if a Servicing
Transfer Event has not occurred with respect to an A Note solely due to the
holder of the related B Note exercising its cure rights under the related A/B
Mortgage Loan Intercreditor Agreement, then a Servicing Transfer Event will not
occur with respect to such B Note. If a Servicing Transfer Event occurs with
respect to a Pari Passu Loan, it shall be deemed to have occurred also with
respect to its related Companion Loan. If a Servicing Transfer Event occurs with
respect to any Companion Loan, it shall be deemed to have occurred also with
respect to its related Pari Passu Loan.

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

     "SINGLE-PURPOSE ENTITY" means a Person, other than an individual, whose
organizational documents provide substantially to the effect that it is formed
or organized solely for the purpose of owning and collecting payments from
Defeasance Collateral for the benefit of 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 ARCap Special Servicing, Inc., or any successor
Special Servicer as herein provided, including without limitation, any successor
Special Servicer appointed pursuant to Section 9.39 hereof.

     "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, Companion Loan or B Note that is a Specially Serviced Mortgage Loan
(including REO

                                      -69-
<PAGE>

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,
Companion Loan or B Note for such month) multiplied by the Scheduled Principal
Balance of such Specially Serviced Mortgage Loan immediately before the Due Date
occurring in such month.

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

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

     "SPECIALLY SERVICED MORTGAGE LOAN" means, as of any date of determination,
any Mortgage Loan, Companion Loan or B Note with respect to which the Master
Servicer has notified the Special Servicer, the Operating Adviser 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, Companion Loan or B Note
as reasonably requested by the Special Servicer to enable it to assume its
duties with respect to such Mortgage Loan, Companion Loan or B Note. The term
"Specially Serviced Mortgage Loan" shall also include a Mortgage Loan, Companion
Loan or B Note that is specially serviced by an Other Special Servicer pursuant
to Section 9.4(d); provided, that the servicing provisions of the Other Pooling
and Servicing Agreement shall control. 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 Operating Adviser, the
Paying Agent and the Trustee, in accordance with Section 8.1(b), that such
Mortgage Loan (and the related B Note in the case of an A/B Mortgage Loan, and
the related Companion Loan in the case of a Loan Pair) has become a
Rehabilitated Mortgage Loan (and, in the case of an A Note (or B Note) that is
or was a Specially Serviced Mortgage Loan, its related B Note (or A Note) has
also become a Rehabilitated Mortgage Loan and, in the case of a Pari Passu Loan
(or Companion Loan) that is or was a Specially Serviced Mortgage Loan, its
related Companion Loan (or Pari Passu Loan) has also become a Rehabilitated
Mortgage Loan), with respect to such Servicing Transfer Event, unless and until
the Master Servicer notifies the Special Servicer, the Paying Agent and the
Trustee, in accordance with Section 8.1(b) that another Servicing Transfer Event
with respect to such Mortgage Loan, Companion Loan or B Note exists or occurs.

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

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

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

                                      -70-
<PAGE>

     "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).

     "TITLE INSURANCE POLICY" means a title insurance policy maintained with
respect to a Mortgage Loan issued on the date of origination of the related
Mortgage Loan.

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

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

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

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

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

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

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

     "TRUSTEE MORTGAGE FILE" means the mortgage documents listed in the
definition of Mortgage File hereof pertaining to a particular Mortgage Loan
(and, if applicable, the related

                                      -71-
<PAGE>

Companion Loan and 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.

     "1290 A/B MORTGAGE LOAN" means, with respect to the Mortgage Loan
identified on the Mortgage Loan Schedule as Mortgage Loan No. 2, the related A/B
Mortgage Loan.

     "1290 AVENUE OF THE AMERICAS COMPANION LOAN" means, with respect to the
Mortgage Loan identified on the Mortgage Loan Schedule as Mortgage Loan No. 2,
the A-2 Note, A-3 Note and A-4 Note (or if any of the foregoing notes are
divided or combined into other notes pursuant to the related Loan Pair
Intercreditor Agreement, any such notes into which the foregoing notes are so
divided or combined), which are secured by the related Mortgage on a pari passu
basis with the 1290 Avenue of the Americas Pari Passu Loan. The 1290 Avenue of
the Americas Companion Loan is not a "Mortgage Loan."

     "1290 AVENUE OF THE AMERICAS LOAN SECURITIES" means for so long as the 1290
Avenue of the Americas Pari Passu Loan or a successor REO Mortgage Loan with
respect to the 1290 Avenue of the Americas Pari Passu Loan is part of the Trust,
any class of securities evidencing a direct beneficial ownership interest (as
distinguished from a resecuritization interest) in a securitization of any of
the 1290 Avenue of the Americas Companion Loans or the 1290 B Note. Any
reference herein to a "series" of 1290 Avenue of the Americas Loan Securities
shall refer to a separate securitization of one or more of the 1290 Avenue of
the Companion Loans or 1290 B Note.

     "1290 AVENUE OF THE AMERICAS PARI PASSU LOAN" means, with respect to the
Mortgage Loan identified on the Mortgage Loan Schedule as Mortgage Loan No. 2,
the A-1 Note, which is secured by the related Mortgage on a pari passu basis
with the 1290 Avenue of the Americas Companion Loan. The 1290 Avenue of the
Americas Pari Passu Loan is a "Mortgage Loan."

     "1290 B NOTE" means, with respect to the Mortgage Loan identified on the
Mortgage Loan Schedule as Mortgage Loan No. 2, the related B Note.

     "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 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

                                      -72-
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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.

     "WELLS FARGO" has the meaning set forth 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 any Excess Interest) and
principal received (including any Condemnation Proceeds received and applied as
a collection of such interest and principal) on such Mortgage Loan, Companion
Loan or B Note for so long as it remains a Rehabilitated Mortgage Loan;
provided, however, that in the case of Mortgage Loan No. 1 (together with any
related Companion Loan), such fee shall equal, in the aggregate, no more than
$1,000,000 and, in the case of the 1290 A/B Mortgage Loan, such fee shall equal,
in the aggregate, no more than $1,000,000.

     SECTION 1.2 CALCULATIONS RESPECTING MORTGAGE LOANS. (a) Calculations
required to be made by the Paying Agent pursuant to this Agreement with respect
to any Mortgage Loan, Companion Loan or B Note shall be made based upon current
information as to the terms of the Mortgage Loans, Companion Loans and B Notes
and reports of payments received from the Master Servicer on such Mortgage
Loans, Companion Loans and B Notes 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,
Companion Loan or B Note documents (or the related Intercreditor Agreement), any
amounts

                                      -73-
<PAGE>

(other than escrow and reserve deposits and reimbursements of lender advances
and expenses) received in respect of a Mortgage Loan, Companion Loan or B Note
as to which a default has occurred and is continuing shall be applied first to
overdue interest due with respect to such Mortgage Loan, Companion Loan or B
Note at the Mortgage Rate thereof, next to current interest due with respect to
such Mortgage Loan, Companion Loan or B Note at the Mortgage Rate thereof, next
to the reduction of the Principal Balance of such Mortgage Loan, Companion Loan
or B Note to zero if such Mortgage Loan, Companion 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, Companion Loan or B Note has not yet been
accelerated, next to any default interest and other amounts due on such Mortgage
Loan, Companion Loan or B Note and finally to Late Fees due with respect to such
Mortgage Loan, Companion 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 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.

                                      -74-
<PAGE>

     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 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 LOAN PAIRS AND A/B MORTGAGE
LOANS.

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

                                      -75-
<PAGE>

     (b) For the avoidance of doubt and subject to subsection (a) above, the
parties acknowledge that the rights and duties of each of the Master Servicer
and the Special Servicer under Article VIII and Article IX and the obligation of
the Master Servicer to make Advances, insofar as such rights, duties and
obligations relate to any A/B Mortgage Loan (including both the related A Note
and the related B Note) or any Loan Pair (including both the related Pari Passu
Loan and the related Companion Loan), shall terminate upon the earliest to occur
of the following with respect to such A/B Mortgage Loan or Loan Pair, as the
case may be: (i) any repurchase of or substitution for the related A Note or
Pari Passu Loan by the Seller of such A/B Mortgage Loan or Loan Pair, as the
case may be, 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 Pari Passu Loan (or its successor
REO Mortgage Loan) (including amounts to which the holder of such A Note or Pari
Passu Loan 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 or Loan Pair prior to
the date on which such event occurs.

     (c) In connection with any purchase described in clause (ii) of subsection
(b) or an event described in clause (iii) of subsection (b), the Trustee, the
Master Servicer and the Special Servicer shall each tender to (in the case of a
purchase under such clause (ii)) the related 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
Companion Loan or B Note (if then still outstanding), upon delivery to them of a
receipt executed by such purchaser or holder, all portions of the Mortgage File
and other documents pertaining to such Loan Pair or A/B Mortgage Loan, as
applicable, possessed by it, and each document that constitutes a part of the
Mortgage File shall be endorsed or assigned to the extent necessary or
appropriate to such purchaser or holder (or the designee of such purchaser or
holder) in the same manner, and pursuant to appropriate forms of assignment,
substantially similar to the manner and forms pursuant to which documents were
previously assigned to the Trustee by the 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 Loan Pair or
A/B Mortgage Loan. If a Pari Passu Loan and the related Companion Loan or an A
Note and the related B Note under the applicable Mortgage Loan are then REO
Mortgage Loans, then the Special Servicer shall, and is also hereby authorized
and empowered by the Trustee to, convey to such purchaser or such holder, in
each case, to the extent not needed to pay or reimburse the Master Servicer, the
Special Servicer, the Trustee or the Fiscal Agent in accordance with this
Agreement, deposits then held in the REO Account insofar as they relate to the
related REO Property.

     (d) Notwithstanding any provision of the Agreement to the contrary, prior
to the date, if any, on which the initial holder of any Companion Loan transfers
such Companion Loan to a commercial mortgage trust (which trust shall provide
for reimbursements of Advances in the same priority as that set forth herein and
shall provide for a distribution date no earlier than

                                      -76-
<PAGE>

the eleventh day of each month), the Master Servicer shall not be required to
make P&I Advances as to such Companion Loan (but this sentence shall not be
construed to limit the obligation of the Master Servicer to make any P&I
Advances as to the related Pari Passu Loan as may otherwise be required
hereunder, and any related Appraisal Reductions shall be allocated in accordance
with this Agreement as if P&I Advances were required as to such Companion Loan).
The Trustee and the Fiscal Agent shall have no obligation to make P&I Advances
with respect to any Companion Loan.

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


                                   ARTICLE II

                              DECLARATION OF TRUST;
                            ISSUANCES OF CERTIFICATES

     SECTION 2.1 CONVEYANCE OF MORTGAGE LOANS.

     (a) Effective as of the Closing Date, the Depositor does hereby assign in
trust to the Trustee, without recourse, for the benefit of the
Certificateholders all the right, title and interest of the Depositor, in, to
and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule
including the related Mortgage Notes, Mortgages, security agreements and title,
hazard and other insurance policies, including all Qualifying Substitute
Mortgage Loans, all distributions with respect thereto payable after the Cut-Off
Date, the Mortgage File and all rights, if any, of the Depositor in the
Distribution Account, all REO Accounts, the Certificate Account, the Reserve
Account and the Interest Reserve Account, (ii) the Depositor's rights under 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 any 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."

                                      -77-
<PAGE>

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 the expense of such Seller as to each
of its respective Mortgage Loans, promptly (and in any event within 45 days
following the receipt thereof) cause to be submitted for recording or filing, as
the case may be, in the appropriate public office for real property records or
UCC financing statements, as appropriate, each assignment to the 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 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.

                                      -78-
<PAGE>

     (d) All relevant servicing or loan documents and records in the possession
of the Depositor or the Sellers that relate to the Mortgage Loans, Companion
Loans or B Notes 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 related 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
related Primary Servicer on behalf of the Trustee in trust for the benefit of
the Certificateholders. To the extent delivered to the Master Servicer or the
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
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 BSCMI Loans from
BSCMI, the JHREF Loans from JHREF 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 BSCMI 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

                                      -79-
<PAGE>

with copies of the related Mortgage Notes, as described in the
definition of Mortgage File) relating to the MSDWMC Loans to the Trustee,
endorsed as otherwise provided herein, to effect the transfer to the Trustee of
such Mortgage Notes and all related deeds of trust, mortgages and other loan
documents. The Depositor will deliver the original Mortgage Notes (or lost note
affidavits with copies of the related Mortgage Notes, as described in the
definition of Mortgage File) relating to the JHREF 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, BSCMI, JHREF 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 BSCMI
Loans shall be deemed to have been transferred from BSCMI to the Depositor, the
JHREF Loans shall be deemed to have been transferred from JHREF 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 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-1 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; provided, that if a B Note remains outstanding following payment
in full of the amounts due under the related A Notes, the Mortgage Loan
documents relating to such A/B Mortgage Loan (exclusive of any related solely to
the A Notes) shall be assigned to the holder of the B Note or its designee. To
the extent that the contents of the Mortgage File for any Pari Passu Loan relate
to the corresponding Companion Loan, the Trustee, or the Custodian, on the
Trustee's behalf, will also hold such Mortgage File in trust for the benefit of
the holder of the related Companion Loan.

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

                                      -80-
<PAGE>

pursuant to this Agreement and any applicable Primary Servicing Agreement), and
with respect to all documents specified in the other clauses of the definition
of Mortgage File to the extent known by a Responsible Officer of the Trustee to
be required pursuant to this Agreement, are in its possession, (B) such
documents have been reviewed by it and have not been materially mutilated,
damaged, defaced, torn or otherwise physically altered, and such documents
relate to such Mortgage Loan, (C) based on its examination and only as to the
Mortgage Note and Mortgage, the street address of the Mortgaged Property set
forth in the Mortgage Loan Schedule respecting such Mortgage Loan accurately
reflects the information contained in the documents in the Mortgage File, and
(D) each Mortgage Note has been endorsed. Notwithstanding the foregoing, the
delivery of a commitment to issue a Title Insurance Policy in lieu of the
delivery of the actual Title Insurance Policy shall not be considered a Material
Document Defect with respect to any Mortgage File if such actual Title Insurance
Policy is delivered to the Trustee or a Custodian on its behalf not later than
the 180th day following the Closing Date. The Trustee shall deliver to the
Master Servicer, the Special Servicer, the Operating Adviser and 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
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

                                      -81-
<PAGE>

(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). Upon request, the
Paying Agent shall promptly forward a copy thereof to each Certificateholder in
the Controlling Class and shall deliver or make available a copy thereof to
other Certificateholders pursuant to Section 5.4(d). Promptly, and in any event
within two Business Days, following any request therefor by the Depositor, the
Master Servicer, the Special Servicer or the Operating Adviser that is made
later than two years following the Closing Date, the Custodian (or the Trustee)
shall deliver an updated schedule of exceptions, which may be in electronic
format (to the extent the prior schedule showed exceptions), to the requesting
Person and the Paying Agent, which shall make available a copy thereof pursuant
to Section 5.4(d).

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

     SECTION 2.3 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 subject to the terms of the applicable Mortgage Loan Purchase
Agreement. Promptly (but in any event within three Business Days) upon becoming
aware of any such Material Document Defect or Material Breach, the Master
Servicer shall, and the Special Servicer may, request that the related Seller,
not later than 90 days from such Seller's receipt of the notice of such Material
Document Defect or Material Breach, cure such Material Document Defect or
Material Breach, as the case may be, in all material respects; provided,
however, that if such Material Document Defect or Material Breach, as the case
may be, cannot be corrected or cured in all material respects within such 90-day
period, and such Material Document Defect or Material Breach would not cause the
Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code)
but the related Seller is diligently attempting to effect such correction or
cure, as certified by such Seller in an Officer's Certificate delivered to the
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is 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"

                                      -82-
<PAGE>

and (y) the Material Document Defect was identified in a certification delivered
to the Seller by the Trustee pursuant to Section 2.2 not less than 90 days prior
to the delivery of the notice of such Material Document Defect. The parties
acknowledge that neither delivery of a certification or schedule of exceptions
to a Seller pursuant to Section 2.2 or otherwise nor possession of such
certification or schedule by the Seller shall, in and of itself, constitute
delivery of notice of any Material Document Defect or knowledge or awareness by
the Seller of any Material Document Defect listed therein.

     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, without recourse (other than the
representations and warranties made with respect thereto), replace such Mortgage
Loan or REO Mortgage Loan with a Qualifying Substitute Mortgage Loan. If such
Material Document Defect or Material Breach would cause the Mortgage Loan to be
other than a "qualified mortgage" (as defined in the Code), then notwithstanding
the previous sentence or the previous paragraph, the repurchase must occur
within 85 days from the date the 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.

     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

                                      -83-
<PAGE>

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 or Material
Document Defect had occurred without regard to this paragraph (the "Affected
Loan(s)"): (i) the Debt Service Coverage Ratio for all such other Mortgage Loans
(excluding the Affected Loan(s)) for the four calendar quarters immediately
preceding the repurchase or replacement is not less than the lesser of (A) 0.10x
below the debt service coverage ratio for all such other Mortgage Loans
(including the Affected Loan(s)) set forth in Appendix II to the Final
Prospectus Supplement and (B) the debt service coverage ratio for all such
Crossed Mortgage Loans (including the Affected Loan(s)) for the four preceding
calendar quarters preceding the repurchase or replacement, and (ii) the
Loan-to-Value Ratio for all such Crossed Mortgage Loans (excluding the Affected
Loan(s)) is not greater than the greater of (A) the loan-to-value ratio,
expressed as a whole number (taken to one decimal place), for all such Crossed
Mortgage Loans (including the Affected Loan(s)) set forth in Appendix II to the
Final Prospectus Supplement plus 10% and (B) the loan-to-value ratio for all
such Crossed Mortgage Loans (including the Affected Loan(s)), at the time of
repurchase or replacement. The determination of the Master Servicer as to
whether the conditions set forth above have been satisfied shall be conclusive
and binding in the absence of manifest error. The Master Servicer will be
entitled to cause to be delivered, or direct the 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).

     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

                                      -84-
<PAGE>

impair the ability of the other party to exercise its remedies against its
Primary Collateral. If the exercise of remedies by one party would impair the
ability of the other party to exercise its remedies with respect to the Primary
Collateral securing the Mortgage Loan or Mortgage Loans held by such party, then
both parties have agreed to forbear from exercising such remedies until the loan
documents evidencing and securing the relevant Mortgage Loans can be modified in
a manner that complies with the applicable Mortgage Loan Purchase Agreement to
remove the threat of impairment as a result of the exercise of remedies. Any
reserve or other cash collateral or letters of credit securing the
Crossed-Mortgage Loans shall be allocated between such Mortgage Loans in
accordance with the Mortgage Loan documents, or otherwise on a pro rata basis
based upon their outstanding Principal Balances. All other terms of the Mortgage
Loans shall remain in full force and effect, without any modification thereof.
The Mortgagors set forth on Schedule VIII hereto are intended third-party
beneficiaries of the provisions set forth in this paragraph and the preceding
paragraph. The provisions of this paragraph and the preceding paragraph may not
be modified with respect to any Mortgage Loan without the related Mortgagor's
consent.

     Any of the following document defects shall be conclusively presumed
materially and adversely to affect the interests of Certificateholders in a
Mortgage Loan and be a Material Document Defect: (a) the absence from the
Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity that appears to be regular
on its face; (b) the absence from the Mortgage File of the original signed
Mortgage 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 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

                                      -85-
<PAGE>

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 (or will comprise) 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. After a final liquidation of the Mortgage Loan or REO
Mortgage Loan, if a court of competent jurisdiction issues a final order after
the expiration of any applicable appeal period that the related Seller is or was
obligated to repurchase the related Mortgage Loan or REO Mortgage Loan (a "Final
Judicial Determination") or the related Seller otherwise accepts liability,
then, 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.

                                      -86-
<PAGE>

     Notwithstanding anything to the contrary contained herein, 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 from the applicable Seller (but may collect such Liquidation Fee
from the related Liquidation Proceeds as otherwise provided herein) in
connection with such sale or other liquidation until a Final Judicial
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 Final Judicial Determination, the Trust shall be
entitled to collect from the related Seller a Liquidation Fee paid or payable to
the Special Servicer based upon the full Purchase Price of the related Mortgage
Loan up to the date the remainder of such Purchase Price is actually paid. The
Liquidation Fee collected from the related Seller pursuant to this paragraph
shall be payable to the Trust as reimbursements of amounts previously paid to
the Special Servicer from Liquidation Proceeds with respect to the related
Mortgage Loan and the remainder shall be paid to the Special Servicer.

     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 Qualifying 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 Officer's
Certificate as to the calculation of such shortfall.

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

     (b) In connection with any repurchase of or substitution for a Mortgage
Loan contemplated by this Section 2.3, the Trustee, the Master Servicer and the
Special Servicer shall each tender to the 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

                                      -87-
<PAGE>

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) BSCMI, as Seller under Mortgage Loan Purchase Agreement I, will be
providing the remedies with respect to the BSCMI Loans, (iv) JHREF, as Seller
under Mortgage Loan Purchase Agreement V, will be providing the remedies with
respect to the JHREF Loans and (v) MSDWMC, as Seller under Mortgage Loan
Purchase Agreement IV, will be providing the remedies with respect to the MSDWMC
Loans.

     (d) The Trustee or its designee (which, with the Master Servicer's consent,
may be the Master Servicer or which, with the Special Servicer's consent, may be
the Special Servicer) shall enforce the provisions of this Section 2.3.

     SECTION 2.4 REPRESENTATIONS AND WARRANTIES. The Depositor hereby represents
and warrants to the Master Servicer, the Special Servicer, the Trustee (in its
capacity as Trustee of the Trust), the Fiscal Agent and the Paying Agent as of
the Closing Date that:

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

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

                                      -88-
<PAGE>

Depositor may in the future materially and adversely affect (i) the ability of
the Depositor to perform its obligations under this Agreement or (ii) the
business, operations, financial condition, properties or assets of the
Depositor;

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

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

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

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

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


                                   ARTICLE III

                                THE CERTIFICATES

     SECTION 3.1 THE CERTIFICATES.

     (a) The Certificates shall be in substantially the forms set forth in the
Exhibits attached hereto, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Agreement or as may in the reasonable judgment of the Trustee or the Depositor
be necessary, appropriate or convenient to comply, or facilitate compliance,
with applicable laws, and may have such letters, numbers or other marks of
identification and 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

                                      -89-
<PAGE>

herewith, be determined by the officers executing such Certificates, as
evidenced by their execution thereof.

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

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

     (c) Each Certificate shall, on original issue, be executed by the
Certificate Registrar and authenticated by the Authenticating Agent upon the
order of the Depositor. No Certificate shall be entitled to any benefit under
this Agreement, or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein, executed by an authorized officer of the Authenticating Agent by
manual signature, and such certification upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication. At any time and from time to time after the execution
and delivery of this Agreement, the Depositor may deliver Certificates to the
Authenticating Agent for authentication and the Authenticating Agent shall
authenticate and deliver such Certificates as in this Agreement provided and not
otherwise. In the event that additional Certificates need to be prepared at any
time subsequent to the Closing Date, the Depositor shall prepare, or cause to be
prepared, deliver, or cause to be delivered, at the Depositor's expense, any
such additional Certificates. With respect to the Class A, Class X, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N and Class O Certificates that are issued in book-entry form, on
the Closing Date, the Authenticating Agent upon the order of the Depositor shall
authenticate Book-Entry Certificates that are issued to a Clearing Agency or its
nominee as provided in Section 3.7 against payment of the purchase price
thereof. With respect to the Class G, Class H, Class J, Class K, Class L, Class
M, Class N and Class O Certificates that are issued in definitive form, on the
Closing Date, the Authenticating Agent upon the order of the Depositor shall
authenticate Definitive Certificates that are issued to the registered holder
thereof against payment of the purchase price thereof.

     SECTION 3.2 REGISTRATION. The Paying Agent shall be the initial Certificate
Registrar in respect of the Certificates and the Certificate Registrar shall
maintain books for the registration and for the transfer of Certificates (the
"Certificate Register"). The Certificate Registrar may resign or be discharged
or removed by the Paying Agent or the Certificateholders, and a new successor
may be appointed, in accordance with the procedures and requirements set 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

                                      -90-
<PAGE>

act as co-registrar under such conditions as the Certificate Registrar may
prescribe; provided that the Certificate Registrar shall not be relieved of any
of its duties or responsibilities hereunder by reason of such appointment.

     SECTION 3.3 TRANSFER AND EXCHANGE OF CERTIFICATES.

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

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

     (c) No transfer, sale, pledge or other disposition of any Non-Registered
Certificate or interest therein shall be made unless such transfer, sale, pledge
or other disposition is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws, or
is otherwise made in accordance with the Securities Act and such state
securities laws. If a transfer of any Non-Registered Certificate held as a
Definitive Certificate is to be made without registration under the Securities
Act (other than in connection with the initial issuance of the Certificates or a
transfer of such Non-Registered Certificate by the 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

                                      -91-
<PAGE>

substantially in the form attached either as Exhibit D-2A hereto or as Exhibit
D-2B hereto; or (ii) an Opinion of Counsel satisfactory to the Certificate
Registrar to the effect that such transfer shall be made without registration
under the Securities Act, together with the written certification(s) as to the
facts surrounding such transfer from the Certificateholder desiring to effect
such transfer and/or such Certificateholder's prospective Transferee on which
such Opinion of Counsel is based (such Opinion of Counsel shall not be an
expense of the Trust or of the Depositor, the Master Servicer, the Special
Servicer, the Paying Agent, the Trustee or the Certificate Registrar in their
respective capacities as such). If a transfer of any interest in a
Non-Registered Certificate that constitutes a Book-Entry Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance of the Certificates or a transfer of any interest in
such Non-Registered Certificate by the Depositor or any of its Affiliates), then
the Certificate Owner desiring to effect such transfer shall be required to
obtain either (i) a certificate from such Certificate Owner's prospective
Transferee substantially in the form attached as Exhibit D-3A hereto or as
Exhibit D-3B hereto, or (ii) an Opinion of Counsel to the effect that such
transfer may be made without registration under the Securities Act. None of the
Depositor, the Fiscal Agent, the Paying Agent, the Trustee, the Master Servicer,
the Special Servicer or the Certificate Registrar is obligated to register or
qualify any Class of Non-Registered Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under this
Agreement to permit the transfer of any Certificate. Any Certificateholder or
Certificate Owner desiring to effect a transfer of Non-Registered Certificates
or interests therein shall, and does hereby agree to, indemnify the Depositor,
each Underwriter, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar against any
liability that may result if the transfer is not exempt from such registration
or qualification or is not made in accordance with such federal and state laws.

     (d) No transfer of a Non-Investment Grade Certificate or Residual
Certificate or any interest therein shall be made (A) to any employee benefit
plan or other retirement arrangement, including individual retirement accounts
and annuities, Keogh plans and collective investment funds and separate accounts
in which such plans, accounts or arrangements are invested, including, without
limitation, insurance company general accounts, that is subject to Title I of
ERISA or Section 4975 of the Code or any applicable federal, state or local law
("Similar Laws") materially similar to the foregoing provisions of ERISA or the
Code (each, a "Plan"), (B) in book-entry form to an Institutional Accredited
Investor who is not also a Qualified Institutional Buyer or to an Individual
Accredited Investor or (C) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with "plan assets" of a Plan, unless: (i) in the case of a
Non-Investment Grade Certificate that constitutes a Book-Entry Certificate and
is being sold to a Qualified Institutional Buyer, the purchase and holding of
such Certificate or interest therein qualifies for the exemptive relief
available under Sections I and III of U.S. Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60; or (ii) in the case of a
Non-Investment Grade Certificate held as a Definitive Certificate, the
prospective Transferee provides the Certificate Registrar with a certification
of facts and an Opinion of Counsel which establish to the satisfaction of the
Certificate Registrar that such transfer will not constitute or result in a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code or subject the Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master 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

                                      -92-
<PAGE>

from the Depositor or an Affiliate thereof or unless it shall have delivered to
the Certificate Registrar the certification of facts and Opinion of Counsel
referred to in clause (ii) of the preceding sentence) shall be required to
deliver to the Certificate Registrar (or, in the case of an interest in a
Non-Investment Grade Certificate that constitutes a Book-Entry Certificate, to
the Certificate Owner that is transferring such interest) a certification to the
effect that: (i) it is neither a Plan nor any Person who is directly or
indirectly purchasing such Certificate or interest therein on behalf of, as
named fiduciary of, as trustee of, or with "plan assets" of a Plan; or (ii)
that, in the case of a Non-Investment Grade Certificate, the purchase and
holding of such Certificate or interest therein by such person qualifies for the
exemptive relief available under Sections I and III of PTCE 95-60 or another
exemption from the "prohibited transactions" rules under ERISA by the U.S.
Department of Labor or similar exemption under Similar Laws.

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

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

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

                                      -93-
<PAGE>

     fixed base, within the meaning of any applicable income tax treaty, of such
     proposed Transferee or any other United States Tax Person, that it will
     provide the Certificate Registrar with all information necessary to
     determine that the applicable paragraphs of Section 13 of such Transfer
     Affidavit and Agreement are true or that Section 13 is not applicable, and
     that it has reviewed the provisions of this Section 3.3(e) and agrees to be
     bound by them.

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

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

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

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

                                      -94-
<PAGE>

     Special Servicer, the Certificate Registrar or the Paying Agent shall be
     under any liability to any Person for any registration of Transfer of a
     Residual Certificate that is in fact not permitted by this Section 3.3(e)
     or for making any payments due on such Certificate to the Holder thereof or
     for taking any other action with respect to such Holder under the
     provisions of this Agreement.

         (G) If any purported Transferee shall become a Holder of a Residual
     Certificate in violation of the restrictions in this Section 3.3(e), or if
     any Holder of a Residual Certificate shall lose its status as a Permitted
     Transferee or a United States Tax Person, and to the extent that the
     retroactive restoration of the rights and obligations of the prior Holder
     of such Residual Certificate as described in clause (F) above shall be
     invalid, illegal or unenforceable, then the Trustee shall have the right,
     without notice to the Holder or any prior Holder of such Residual
     Certificate, but not the obligation, to sell or cause to be sold such
     Residual Certificate to a purchaser selected by the 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

                                      -95-
<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

                                      -96-
<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.

                                      -97-
<PAGE>

     SECTION 3.7 BOOK-ENTRY CERTIFICATES.

     (a) The Class A-1, Class A-2, Class X-1, Class X-2, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
N and Class O Certificates, upon original issuance, each shall be issued in the
form of one or more Certificates representing the Book-Entry Certificates, to be
delivered to the Certificate Registrar, as custodian for The Depository Trust
Company (the "Depository"), the initial Clearing Agency, by, or on behalf of,
the Depositor, provided, that any Non-Investment Grade Certificates sold to (i)
Institutional Accredited Investors that are not Qualified Institutional Buyers
or (ii) Individual Accredited Investors 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 E, Class F
and Class G Certificates sold to Institutional Accredited Investors shall be
represented by the Rule 144A-IAI Global Certificate for such Class, which shall
be deposited with the Certificate Registrar, as

                                      -98-
<PAGE>

custodian for the Depository and registered in the name of Cede & Co. as nominee
of the Depository. The Class H, Class J, Class K, Class L, Class M, Class N and
Class O Certificates initially sold to Institutional Accredited Investors that
are not Qualified Institutional Buyers or to Individual Accredited Investors
shall be represented by IAI Definitive Certificates for such Class. The
Certificates evidenced by any Rule 144A-IAI Global Certificate or IAI Definitive
Certificate shall be subject to certain restrictions on transfer as set forth in
Section 3.3 hereof and shall bear legend(s) regarding such restrictions
described herein.

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

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

                                      -99-
<PAGE>

     (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 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

                                     -100-
<PAGE>

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 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

                                     -101-
<PAGE>

Trustee and the Paying Agent shall recognize the Holders of Definitive
Certificates as Certificateholders hereunder.

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

                                   ARTICLE IV

                                    ADVANCES

     P&I Advances and Servicing Advances shall be made as provided herein by the
Master Servicer and, if the Master Servicer does not make such Advances, by the
Trustee, and if the Trustee does not make such Advances, by the Fiscal Agent
except to the extent that the Master Servicer, the Trustee or the Fiscal Agent,
as applicable, determines in accordance with Section 4.4 below, that any such
Advance would be a Nonrecoverable Advance.

     SECTION 4.1 P&I ADVANCES BY MASTER SERVICER.

     (a) On or prior to the Advance Report Date, the Master Servicer shall
notify the Trustee and the Paying Agent (and the related holder of the Companion
Loan if the Advance relates to a Loan Pair) if the P&I Advance Amount for such
Distribution Date is greater than zero, and the Master Servicer shall make a P&I
Advance in respect of each Mortgage Loan and Companion Loan (to the extent
required under Section 1.6(d) of this Agreement) of such amount no later than
the Master Servicer Remittance Date. It is understood that the obligation of the
Master Servicer to make such P&I Advances is mandatory and shall apply through
any court appointed stay period or similar payment delay resulting from any
insolvency of the Mortgagor or related bankruptcy, notwithstanding any other
provision of this Agreement. Notwithstanding the foregoing, the Master Servicer
shall not be required to make such P&I Advance, if the Master Servicer
determines, in accordance with Section 4.4 below, that any such P&I Advance
would be a Nonrecoverable Advance. Such determination shall be conclusive and
binding on the Trustee, the Fiscal Agent, the Certificateholders and, in the
case of a Pari Passu Loan, the holder of the related Companion Loan. The Special
Servicer shall not make P&I Advances under this Agreement. The Trustee and the
Fiscal Agent shall not make B Note P&I Advances under this Agreement. The
Trustee and the Fiscal Agent shall not make P&I Advances with respect to any
Companion Loan. If the Master Servicer fails to make a P&I Advance that it is
required to make under this Section 4.1, it shall promptly notify the Trustee
and the Paying Agent of such failure.

     (b) If the Master Servicer determines that there is a P&I Advance Amount
for a Distribution Date, the Master Servicer shall on the related Master
Servicer Remittance Date either (A) deposit in the Certificate Account an amount
equal to the P&I Advance Amount or (B) utilize funds in the Certificate Account
(or in the case of a Companion Loan, the related Companion Loan Custodial
Account) being held for future distributions or withdrawals to make such
Advance. The Master Servicer shall make any such P&I Advance on a Companion Loan
to the related holder of the Companion Loan. Any funds being held in the
Certificate Account or a Companion Loan Custodial Account for future
distribution or withdrawal and so used shall be replaced by the Master Servicer
from its own funds by deposit in the Certificate Account (or Companion Loan
Custodial Account) on or before any future Master Servicer Remittance Date

                                     -102-
<PAGE>

to the extent that funds in the Certificate Account (or Companion Loan Custodial
Account) on such Master Servicer Remittance Date shall be less than payments to
the Paying Agent or other Persons required to be made on such date.

     SECTION 4.1A P&I ADVANCES ON THE B NOTE OF THE A/B MORTGAGE LOAN.

     (a) On or prior to the B Note Report Date, the Master Servicer shall notify
the B Note Trustee, the B Note Fiscal Agent and the B Note Paying Agent if the B
Note P&I Advance Amount for such B Note Distribution Date is greater than zero,
and the Master Servicer shall make a B Note P&I Advance in respect of the B Note
(to the extent required under the last sentence of the definition of
"Nonrecoverable Advance") of such amount no later than the B Note Master
Servicer Remittance Date. It is understood that the obligation of the Master
Servicer to make such B Note P&I Advance 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 the
foregoing, the Master Servicer shall not be required to make such B Note P&I
Advance, if the Master Servicer determines, in accordance with Section 4.4
below, that any such B Note P&I Advance would be a Nonrecoverable Advance (if
such determination were based solely on the anticipated proceeds recoverable in
respect of the B Note and allocable thereto pursuant to the A/B Mortgage Loan
Intercreditor Agreement). Such determination shall be conclusive and binding on
the B Note Trustee, the B Note Fiscal Agent and the holder of the B Note. The
Special Servicer shall not be required to make B Note P&I Advances under this
Agreement. If the Master Servicer fails to make a B Note P&I Advance that it is
required to make under this Section 4.1A, it shall promptly notify the B Note
Trustee and the B Note Paying Agent of such failure.

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

     (c) Notwithstanding any other provision set forth in this Agreement to the
contrary, the holder of the B Note, or its designee, may direct the Master
Servicer, the B Note Trustee, the B Note Fiscal Agent or a primary servicer
servicing the 1290 A/B Mortgage Loan not to make any portion of any B Note P&I
Advance that relates to amounts due under the B Note; provided, however, that
the B Note holder, or its designee, may change such direction at any time,
subject to subsection (a) above. The failure to make a B Note P&I Advance
pursuant to such a direction shall not constitute an Event of Default by the
Master Servicer.

     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,

                                     -103-
<PAGE>

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 related B Note and, in the case of any Pari Passu Loan,
the holder of the related Companion Loan. The Special Servicer shall not be
required to make Servicing Advances under this Agreement but may make such
Servicing Advances at its option in which event the Master Servicer shall
reimburse the Special Servicer for such Servicing Advance within 30 days of
receipt of a statement therefor. Promptly after discovering that the Master
Servicer has failed to make a Servicing Advance that the Master Servicer is
required to make hereunder, the Paying Agent shall promptly notify the Trustee
in writing of the failure by the Master Servicer to make such Servicing Advance.

     SECTION 4.3 ADVANCES BY THE TRUSTEE AND THE FISCAL AGENT.

     (a) To the extent that the Master Servicer fails to make a P&I Advance with
respect to a Mortgage Loan by the Master Servicer Remittance Date (other than a
P&I Advance that the Master Servicer determines is a Nonrecoverable Advance),
the Trustee shall make such P&I Advance with respect to such Mortgage Loan to
the extent the Trustee receives written notice from the Paying Agent not later
than 10:00 a.m. (New York City time) on the Distribution Date that such Advance
has not been made by the Master Servicer on the Master Servicer Remittance Date
unless the Trustee determines that such P&I Advance, if made, would be a
Nonrecoverable Advance. To the extent that the Trustee fails to make a P&I
Advance required to be made by the Trustee hereunder on the Distribution Date
(other than a P&I Advance that the Master Servicer or the Trustee determines is
a Nonrecoverable Advance), the Fiscal Agent will 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 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

                                     -104-
<PAGE>

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 or the Special 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,
solely with respect to a Pari Passu Loan, the related Other Operating Adviser,
if any) and the Rating Agencies (and the holder of the Companion Loan if the
Advance relates to a Loan Pair) by the Business Day prior to the Distribution
Date. Such Officer's Certificate shall set forth the reasons for such
determination of nonrecoverability, together with, to the extent such
information, report or document is in the Master Servicer's possession, any
related financial information such as related income and expense statements,
rent rolls, occupancy status, property inspections and any Appraisals performed
within the last 12 months on the Mortgaged Property, and, if such reports are
used by the Master Servicer to determine that any P&I Advance or B Note 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 (and, solely with respect to a Pari Passu Loan, the related
Other Operating Adviser, if any) similar to the Officer's Certificate of the
Master Servicer described in the prior sentence. If the Special Servicer
determines at any time that any portion of an Advance previously made would
constitute a Nonrecoverable Advance, such determination shall be evidenced by an
Officer's Certificate of a Responsible Officer of the Special Servicer,
delivered to the Depositor, the Master Servicer, the Trustee, the Fiscal Agent,
the Paying Agent and the Operating Adviser (and, solely with respect to a Pari
Passu Loan, the related Other Operating Adviser, if any) similar to the
Officer's Certificate of the Master Servicer described above. 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 Special 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.

                                     -105-
<PAGE>

     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 Special Servicer's, the Trustee's or the Fiscal Agent's own
funds shall accrue interest on a daily basis, at a per annum rate equal to the
Advance Rate, from and including the date such Advance was made to but not
including the date on which such Advance has been reimbursed; provided, however,
that neither the Master Servicer nor any other party shall be entitled to
interest accrued on the amount of any P&I Advance or B Note P&I Advance with
respect to any Mortgage Loan, Companion Loan or B Note for the period commencing
on the date of such P&I Advance or B Note 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,
Companion Loan or B Note documents. For purposes of determining whether a P&I
Advance or B Note P&I Advance is outstanding, amounts collected with respect to
a particular Mortgage Loan, Companion Loan, B Note or REO Property and treated
as collections of principal or interest shall be applied first to reimburse the
earliest P&I Advance or B Note P&I Advance, as applicable, and then each
succeeding P&I Advance or B Note P&I Advance to the extent not inconsistent with
Section 4.6; provided, however, that a B Note P&I Advance and any Advance
Interest may be reimbursed only from amounts collected on the A/B Mortgage Loan
and which are allocable to the B Note pursuant to the A/B Mortgage Loan
Intercreditor Agreement. The Master Servicer shall use efforts consistent with
the Servicing Standard to collect (but shall have no further obligation to
collect), with respect to the Mortgage Loans (and Companion 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 or Companion Loan
(other than the portion of such Late Fee and default interest that relates to
the period commencing after the Servicing Transfer Event in respect of a
Specially Serviced Mortgage Loan, as to which the Special Servicer shall retain
Late Fees and default interest with respect to such Specially Serviced Mortgage
Loan, subject to the offsets set forth below) as additional servicing
compensation only to the extent such Late Fees and default interest exceed
Advance Interest on a "pool basis" for all Mortgage Loans (and Companion 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, Companion 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; provided, however, that a B Note P&I Advance and any
Advance Interest thereon may be reimbursed only from amounts collected on the
A/B Mortgage Loan which are allocable to the B Note pursuant to the A/B Mortgage
Loan Intercreditor Agreement. The aggregate of the amounts available to repay

                                     -106-
<PAGE>

Advances and Advance Interest thereon pursuant to Section 5.2 collected in any
Collection Period with respect to Mortgage Loans, any Companion Loan or any B
Note or Specially Serviced Mortgage Loans or REO Property shall be an "Available
Advance Reimbursement Amount."

     (b) To the extent that Advances have been made on the Mortgage Loans, any
Companion Loan, any B Note, any Specially Serviced Mortgage Loans or any REO
Mortgage Loans, the Available Advance Reimbursement Amount with respect to any
Determination Date shall be applied to reimburse (i) the Fiscal Agent for any
Advances outstanding to the Fiscal Agent with respect to any of such Mortgage
Loans, Companion Loan, B Note, Specially Serviced Mortgage Loans or REO Mortgage
Loans, plus any Advance Interest owed to the Fiscal Agent with respect to such
Advances and then (ii) the Trustee for any Advances outstanding to the Trustee
with respect to any of such Mortgage Loans, Companion Loan, B Note, Specially
Serviced Mortgage Loans or REO Mortgage Loans, plus any Advance Interest owed to
the Trustee with respect to such Advances and then (iii) the Master Servicer for
any Advances outstanding to the Master Servicer with respect to any of such
Mortgage Loans, Companion Loan, B Note, Specially Serviced Mortgage Loans or REO
Mortgage Loans, plus any Advance Interest owed to the Master Servicer with
respect to such Advances and then (iv) the Special Servicer for any Advances
outstanding to the Special Servicer with respect to any of such Mortgage Loans,
Companion Loan, B Note, Specially Serviced Mortgage Loans or REO Mortgage Loans,
plus any Advance Interest owed to the Special Servicer with respect to such
Advances. To the extent that any Advance Interest payable to the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent with respect to
a Specially Serviced Mortgage Loan or REO Mortgage Loan cannot be recovered from
the related Mortgagor, the amount of such Advance Interest shall be payable to
the Fiscal Agent, the Trustee, the Special Servicer 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 Special Servicer's, the Fiscal
Agent's and the Trustee's right of reimbursement under this Agreement for
Advances shall be prior to the rights of the Certificateholders (and, in the
case of a Companion Loan, the holder thereof and, in the case of a B Note, the
holder thereof) to receive any amounts recovered with respect to such Mortgage
Loans, Companion Loans, B Notes or REO Mortgage Loans.

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

                                     -107-
<PAGE>

     (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).

     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 Advance for any Mortgage Loan; or

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

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

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

         (v) Fitch has indicated its intent to reduce, qualify or withdraw, as
applicable, the outstanding rating of any Class of Certificates because the
prospective financial

                                     -108-
<PAGE>

condition or capacity to make Advances of the Fiscal Agent is insufficient to
maintain such rating;

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

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

         SECTION 4.8 PROCEDURE UPON TERMINATION EVENT.

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

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

         SECTION 4.9 MERGER OR CONSOLIDATION OF FISCAL AGENT. Any Person into
which the Fiscal Agent may be merged or consolidated, or any Person resulting
from any merger, conversion, other change in form or consolidation to which the
Fiscal Agent shall be a party, or any Person succeeding to the business of the
Fiscal Agent, shall be the successor of the Fiscal Agent hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding; provided that
(i) the successor to the Fiscal Agent or resulting Person shall have a net worth
of not less than $100,000,000, (ii) such successor or resulting Person shall be
satisfactory to the Trustee, (iii) such successor or resulting Person shall
execute and deliver to the Trustee an agreement, in form and substance
satisfactory to the Trustee, which contains an assumption by such Person of the
due and punctual performance and observance of each covenant and condition to be
performed or observed by the Fiscal Agent under this Agreement from and after
the date of such agreement, (iv) the successor or surviving entity meets the
eligibility requirements set forth in Section 7.5, and (v) the Fiscal Agent
shall deliver to the Trustee an Officer's Certificate and an Opinion of Counsel
acceptable to the Trustee (which opinion shall be at the expense of the Fiscal
Agent) stating that all conditions precedent to such action under this Section
4.9 have been completed and such action is permitted by and complies with the
terms of this Section 4.9.

         SECTION 4.10 LIMITATION ON LIABILITY OF THE FISCAL AGENT AND OTHERS.
Neither the Fiscal Agent nor any of the directors, officers, employees, agents
or Controlling Persons of the Fiscal Agent shall be under any liability to the
Certificateholders, the Depositor or the

                                     -109-
<PAGE>

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 its duties hereunder. The Depositor shall
indemnify and hold harmless the Fiscal Agent, its directors, officers,
employees, agents or Controlling Persons from and against any loss, claim,
damage or liability, joint or several, and any action in respect thereof, to
which the Fiscal Agent, its directors, officers, employees, agents or
Controlling Person may become subject under the 1933 Act, insofar as such loss,
claim, damage, liability or action arises out of, or is based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Private Placement Memorandum, Preliminary Prospectus Supplement, Final
Prospectus Supplement or Prospectus or arises out of, or is based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein in light of the
circumstances under which they were made, not misleading and shall reimburse the
Fiscal Agent, its directors, officers, employees, agents or Controlling Person
for any legal and other expenses reasonably incurred by the Fiscal Agent or any
such director, officer, employee, agent or Controlling Person in investigating
or defending or preparing to defend against any such loss, claim, damage,
liability or action. The Fiscal Agent shall immediately notify the Depositor,
the 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.

                                     -110-
<PAGE>

                                    ARTICLE V

                           ADMINISTRATION OF THE TRUST

     SECTION 5.1 COLLECTIONS.

     (a) On or prior to the Closing Date, the Master Servicer shall open, or
cause to be opened, and shall thereafter maintain, or cause to be maintained, a
separate account or accounts, which accounts must be Eligible Accounts, in the
name of "Wells Fargo Bank, National Association, as Master Servicer for LaSalle
Bank National Association, as Trustee for the Holders of Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2003-TOP9" (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 2003-TOP9"
(the "Interest Reserve Account").

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

     (c) The Master Servicer shall deposit, or cause to be deposited, into the
Certificate Account on the Business Day following receipt (or, in the case of an
inadvertent failure to make such deposit on the Business Day following receipt,
within 3 Business Days of discovery of such failure and in the case of
unscheduled remittances of principal or interest, on the Business Day following
identification of the proper application of such amounts), the following amounts
received by it (including amounts remitted to the Master Servicer by the Special
Servicer from an REO Account pursuant to Section 9.14), other than in respect of
interest and principal on the Mortgage Loans, any Companion Loan or any B Note
due on or before the Cut-Off Date which shall be remitted to the Depositor
(provided that the Master Servicer (I) may retain amounts otherwise payable to
the Master Servicer as provided in Section 5.2(a) rather than deposit them into
the Certificate Account, (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

                                     -111-
<PAGE>

     Late Collections in respect thereof, on the Mortgage Loans, any Companion
     Loan and any B Note;

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

         (C) Liquidation Proceeds: all Liquidation Proceeds with respect to the
     Mortgage Loans, any Companion Loan and any B Note;

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

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

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

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

         (H) Advances: all P&I Advances and B Note 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, amounts with respect to any Companion
     Loan and with respect to any B Note, all other amounts received pursuant to
     the cure and purchase rights set forth in the applicable Intercreditor
     Agreement.

     With respect to any A/B Mortgage Loan, the Master Servicer shall establish
and maintain one or more sub-accounts of the Certificate Account (each an "A/B
Loan Custodial Account") into which the Master Servicer shall deposit any
amounts described above that are



                                     -112-
<PAGE>

required to be paid to the holder of the related B Note pursuant to the terms of
the related A/B Mortgage Loan Intercreditor Agreement, in each case on the same
day as the deposit thereof into the Certificate Account and shall deposit in the
A/B Loan Custodial Account any B Note P&I Advance on the B Note Master Servicer
Remittance Date. Any A/B Loan Custodial Account shall be held in trust for the
benefit of the holder of the related B Note and shall not be part of any REMIC
Pool.

     With respect to any Loan Pair, the Master Servicer shall establish and
maintain one or more sub-accounts of the Certificate Account (each a "Companion
Loan Custodial Account") into which the Master Servicer shall deposit any
amounts described above that are required to be paid to the holder of the
related Companion Loan pursuant to the terms of the related Loan Pair
Intercreditor Agreement, in each case on the same day as the deposit thereof
into the Certificate Account. Each Companion Loan Custodial Account shall be
held in trust for the benefit of the holder of the related Companion Loan 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 (without any conversion to a 30/360 basis as provided in the definition
thereof) on the Scheduled Principal Balance of such Mortgage Loan as of the Due
Date in the month in which such Distribution Date occurs, to the extent a
Scheduled Payment or P&I Advance is timely made in respect thereof for such Due
Date (all amounts so deposited in any consecutive January and February in
respect of each Interest Reserve Loan, the "Interest Reserve Amount"). For
purposes of determining amounts to be deposited into the Interest Reserve
Account, the REMIC I Net Mortgage Rate used in this calculation for those months
will be calculated without regard to any adjustment for Interest Reserve Amounts
or the interest accrual basis as described in the proviso to the definition of
"REMIC I Net Mortgage Rate."

     (e) Funds in the Certificate Account (including any A/B Loan Custodial
Accounts and Companion Loan Custodial Accounts) and Interest Reserve Account may
be invested and, if invested, shall be invested by, and at the risk of, the
Master Servicer in Eligible Investments selected by the Master Servicer which
shall mature, unless payable on demand, not later than the Business Day
immediately preceding the next Master Servicer Remittance Date, and any such
Eligible Investment shall not be sold or disposed of prior to its maturity
unless payable on demand. All such Eligible Investments shall be made in the
name of "LaSalle Bank National Association, as Trustee for the Holders of the
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2003-TOP9 and the holder of any related Companion Loan or 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.

                                     -113-
<PAGE>

     An amount equal to all income and gain realized from any such investment
shall be paid to the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal at any time from time to time. The amount of
any losses incurred in respect of any such investments shall be for the account
of the Master Servicer which shall deposit the amount of such loss (to the
extent not offset by income from other investments) in the Certificate Account
(and, solely to the extent that the loss is of an amount credited to an A/B Loan
Custodial Account or Companion Loan Custodial Account, deposit to the related
A/B Loan Custodial Account or Companion Loan Custodial Account, as the case may
be) or Interest Reserve Account, as the case may be, out of its own funds
immediately as realized. If the Master Servicer deposits in or transfers to any
Certificate Account, any A/B Loan Custodial Account, any Companion Loan
Custodial Account or Interest Reserve Account, as the case may be, any amount
not required to be deposited therein or transferred thereto, it may at any time
withdraw such amount or retransfer such amount from the Certificate Account,
such A/B Loan Custodial Account, such Companion 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, Companion Loan Custodial Account, A/B Loan Custodial
Account and Interest Reserve Account an amount equal to all amounts due under
any such Eligible Investment (net of anticipated income or earnings thereon that
would have been payable to the Master Servicer as additional servicing
compensation) the Master Servicer shall have the sole right to enforce such
payment or performance.

     (g) Certain of the Mortgage Loans may provide for payment by the Mortgagor
to the Master Servicer of amounts to be used for payment of Escrow Amounts for
the account of the Mortgagor. The Master Servicer shall deal with these amounts
in accordance with the Servicing Standard, the terms of the related Mortgage
Loans and Section 8.3(e) hereof, 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 (and, solely
with respect to a Pari Passu Loan, the related Other Operating Adviser, if any),
for each Mortgage Loan set forth on Schedule VII hereto, a brief statement as to
the status of the work or project based on the most recent information provided
by the Mortgagor. Schedule VII sets forth those Mortgage Loans as to which an
upfront reserve was collected at closing in an amount in excess of $75,000 with
respect to specific immediate engineering work, completion of additional
construction, environmental remediation or similar one-time projects (but not
with respect to escrow accounts maintained for ongoing obligations, such as real
estate taxes, insurance premiums, ongoing property maintenance, replacements and
capital improvements or debt service). If the work or project is not complete in
accordance with the requirements of the escrow, the Master Servicer and the
Special Servicer (which shall itself consult with the Operating Adviser (and,
solely with respect to a Pari Passu Loan, the related Other Operating Adviser,
if any)) will consult with each other as to whether there exists a material
default under the underlying Mortgage Loan documents.

                                     -114-
<PAGE>

     (h) In the case of the Mortgage Loans set forth on Schedule XVII, as to
which the Scheduled Payment is due in a calendar month on a Due Date (including
any grace period) that may occur after the end of the Collection Period ending
in such calendar month, the Master Servicer shall, unless the Scheduled Payment
is received before the end of such Collection Period, make a P&I Advance by
deposit to the Certificate Account on the Master Servicer Remittance Date in an
amount equal to the Scheduled Payment or the Assumed Scheduled Payment, as
applicable, and for purposes of the definition of "Available Distribution
Amount" and "Principal Distribution Amount," such Scheduled Payment or Assumed
Scheduled Payment, as applicable, shall be deemed to have been received in such
Collection Period.

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

     (a) The Master Servicer shall, from time to time, make withdrawals from the
Certificate Account and remit them by wire transfer prior to 12:00 p.m., New
York City time, on the related Master Servicer Remittance Date in immediately
available funds to the account specified in this Section or otherwise (w) to
such account as it shall determine from time to time of amounts payable to the
Master Servicer from the Certificate Account (or, insofar as they relate to a B
Note, from the related A/B Loan Custodial Account or, insofar as they relate to
a Companion Loan, from the Companion Loan Custodial Account) pursuant to clauses
(i), (ii), (iii), (iv), (vi), (viii) and (ix) below; (x) to the account
specified in writing by the Paying Agent from time to time of amounts payable to
the Paying Agent and the Trustee from the Certificate Account (and, insofar as
they relate to a B Note, from the related A/B Loan Custodial Account and,
insofar as they relate to a Companion Loan, from the Companion Loan Custodial
Account) pursuant to clauses (ii), (iii), (v), (vi), (xi), (xii) and (xiii)
below; and (y) to the Special Servicer from time to time of amounts payable to
the Special Servicer from such Certificate Account (or, insofar as they relate
to a B Note, from the related A/B Loan Custodial Account or, insofar as they
relate to a Companion Loan, from the Companion Loan Custodial Account) pursuant
to clauses (i), (iv), (vi), (vii) and (ix) below of the following amounts, from
the amounts specified for the following purposes:

         (i) Fees: the Master Servicer shall pay (A) to itself Late Fees (in
excess of amounts used to pay Advance Interest) relating to Mortgage Loans,
Companion Loans or B Notes which are not Specially Serviced Mortgage Loans,
Modification Fees relating to Mortgage Loans, Companion 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, Modification Fees and other fees collected on Specially Serviced
Mortgage Loans, in each case to the extent provided for herein from funds paid
by the applicable Mortgagor, and Late Fees collected on Specially Serviced
Mortgage Loans in excess of Advance Interest (which Advance Interest the Master
Servicer shall retain to the extent provided for in this Agreement) to the
extent the Special Servicer is entitled to such Late Fees under Section 4.5;

         (ii) Servicing Advances (including amounts later determined to be
Nonrecoverable Advances): to reimburse or pay to the Master Servicer, the
Special Servicer, the

                                     -115-
<PAGE>

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, any Companion Loan and any B Note from payments made by the related
Mortgagor of the amounts to which a Servicing Advance relates or from REO Income
from the related REO Property or from Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds or Purchase Proceeds and, to the extent that a
Servicing Advance has been or is being reimbursed, any related Advance Interest
thereon first, from Late Fees and default interest collected during the
Collection Period during which such Advance is reimbursed, and then from Excess
Liquidation Proceeds then available and then from any other amounts on deposit
in the Certificate Account; provided that, Late Fees and default interest will
be applied on a "pool basis" for non-Specially Serviced Mortgage Loans (and any
Companion Loan and 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 Companion Loan
and 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, any Companion Loan or
any B Note is a Nonrecoverable Advance, any Servicing Advances made on the
related Mortgage Loan, Companion Loan, B Note or REO Property from any funds on
deposit in the Certificate Account (regardless of whether such amount was
recovered from the applicable Mortgage Loan or REO Property) and pay Advance
Interest thereon first, from Late Fees and default interest collected during the
Collection Period during which such Advance is reimbursed (applying such Late
Fees and default interest on a "pool basis" for all non-Specially Serviced
Mortgage Loans (and any Companion Loan and 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 Companion Loan and 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 any Companion Loan and 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 Companion Loan and B Note) or such Specially
Serviced Mortgage Loans, as the case may be, then being reimbursed or

                                     -116-
<PAGE>

(y) if after a Final Recovery Determination or determination in accordance with
Section 4.4 that any P&I Advance on the related Mortgage Loan or Companion Loan
is a Nonrecoverable Advance, any P&I Advances made on the related Mortgage Loan
or Companion Loan or REO Property from any funds on deposit in the Certificate
Account (regardless of whether such amount was recovered from the applicable
Mortgage Loan or REO Property) and any Advance Interest thereon, first, from
Late Fees and default interest collected during the Collection Period during
which such Advance is reimbursed (applying such Late Fees and default interest
on a "pool basis" for all non-Specially Serviced Mortgage Loans (and the
Companion 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
Companion Loan Custodial Accounts and 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.

                                     -117-
<PAGE>

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

         (xi) Distribution Account: to make payment on each Master Servicer
Remittance Date of the remaining amounts in the Certificate Account (including
any Excess 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), (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 related A/B Mortgage Loan 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 for reimbursement to
     itself for B Note P&I Advances (including amounts later to be determined to
     be Nonrecoverable Advances) pursuant to Section 4.6, (x) if prior to a
     Final Recovery Determination or determination that any B Note P&I Advance
     is a Nonrecoverable Advance, any B Note P&I Advances from Late Collections
     made by the Mortgagor of the amounts to which a B Note P&I Advance relates,
     or REO Income from the related REO Property or from Liquidation Proceeds,
     Condemnation Proceeds or, Insurance Proceeds from the related B Note and,
     in connection with any such reimbursements, any Advance Interest on the
     amount of the B Note P&I Advances, first, from Late Fees and default
     interest collected from the related Mortgage Loan during the B Note
     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 related A/B Loan Custodial Account or (y) if after a
     Final Recovery Determination or

                                     -118-
<PAGE>

     determination in accordance with Section 4.4 that any B Note P&I Advance on
     the B Note is a Nonrecoverable Advance, any B Note P&I Advances made on the
     B Note or the related REO Property from any funds on deposit in the related
     A/B Loan Custodial Account (regardless of whether such amount was recovered
     from the B Note or REO Property) and any Advance Interest thereon, first,
     from Late Fees and default interest collected from the related Mortgage
     Loan during the B Note Collection Period during which such Advance is
     reimbursed to the payment of Advance Interest on all Advances on such B
     Note, then from Excess Liquidation Proceeds from the related B Note then
     available and then from any other amounts on deposit in such A/B Loan
     Custodial Account;


     (C) 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 A/B Mortgage Loan 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


     (D) the Master Servicer shall on each B Note Master Servicer 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
     A/B Mortgage Loan Intercreditor Agreement (including by way of the
     operation of any provision of the related A/B Mortgage Loan Intercreditor
     Agreement that entitles the holder of the B Note to reimbursement of cure
     payments made by it).

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

     (A) the Master Servicer shall be entitled to make transfers from time to
     time, from the related Companion Loan Custodial Account to the portion of
     the Certificate Account that does not constitute any Companion Loan
     Custodial Account, of amounts necessary for the payments or reimbursement
     of amounts described in any one or more of clauses (i), (ii), (iii), (iv),
     (v), (vi), (vii), (viii), (ix) and (xii) above, but only insofar as the
     payment or reimbursement described therein arises from or is related solely
     to such Loan Pair and is allocable to the Companion Loan, and the Master
     Servicer shall also be entitled to make transfers from time to time, from
     the related Companion Loan Custodial Account to the portion of the
     Certificate Account that does not constitute any Companion Loan Custodial
     Account, of amounts transferred to such related Companion Loan Custodial
     Account in error, and amounts necessary for the clearing and termination of
     the Certificate Account pursuant to Section 8.29;

                                     -119-
<PAGE>

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

     (C) the Master Servicer shall on each Master Servicer Remittance Date remit
     to the holder of the related Companion Loan all amounts on deposit in such
     Companion Loan Custodial Account (net of amounts permitted or required to
     be transferred therefrom as described in clauses (A) and/or (B) above), to
     the extent that the holder of such Companion Loan is entitled thereto under
     the related Loan Pair Intercreditor Agreement.

     Expenses incurred with respect to an A/B Mortgage Loan shall be allocated
in accordance with the related A/B Mortgage Loan 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. If funds collected
in respect of the A Notes are insufficient to pay the Master Servicing Fee, then
the Master Servicer shall be entitled to withdraw the amount of such shortfall
from the collections on, and other proceeds of, the B Note that are held in the
related 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 A/B Mortgage Loan Intercreditor Agreement. If the
Master Servicer is entitled to make any payment or reimbursement described above
and such payment or reimbursement relates to a B Note but is not limited to a
specific source of funds (other than the requirement that it must be made by
withdrawal from the A/B Loan Custodial Account insofar as it relates to a B Note
and is permitted pursuant to the related A/B Mortgage Loan Intercreditor
Agreement), the Master Servicer shall, if funds on deposit in such A/B Loan
Custodial Account are insufficient therefor, request the holder of the B Note to
make such payment or reimbursement to the extent the holder of the B Note is
obligated to make such payment or reimbursement pursuant to the related A/B
Mortgage Loan Intercreditor Agreement. If the holder of the B Note fails to make
such payment or reimbursement that it is obligated to make within three (3)
Business Days following such request, the Master Servicer shall be entitled to
make such payment or reimbursement from the Certificate Account unless such
payment or reimbursement represents a B Note P&I Advance or accrued and unpaid
Advance Interest on such B Note P&I Advance. If such payment or reimbursement is
subsequently recovered from the holder of the B Note, to the extent that any
amounts were previously taken by the Master Servicer from the Certificate
Account, the amount recovered shall be deposited into the Certificate Account
and shall not be deposited into the A/B Loan Custodial Account. If the Master
Servicer is entitled to make any payment or reimbursement described above and
such payment or reimbursement represents a B Note P&I Advance that was
previously made or accrued and unpaid Advance Interest on such B Note P&I
Advance, the Master Servicer shall not be entitled to make such payment or
reimbursement by withdrawal from the Certificate Account and the Trust shall
thereupon be deemed, without any further action or notice, to have transferred
to the Master Servicer and the Master Servicer shall thereupon be deemed to own
(and to be

                                     -120-
<PAGE>

entitled to enforce for the Master Servicer's own account) the obligation of the
holder of the B Note to make such reimbursement or payment under the related A/B
Mortgage Loan Intercreditor Agreement.

     Expenses incurred with respect to a Loan Pair shall be allocated in
accordance with the Loan Pair Intercreditor Agreement. The Master Servicer shall
keep and maintain a separate accounting for each Mortgage Loan and Companion
Loan for the purpose of justifying any withdrawal or transfer from the
Certificate Account and each Companion Loan Custodial Account. (b) Scheduled
Payments due in a Collection Period succeeding the Collection Period relating to
such Master Servicer Remittance Date, Principal Prepayments received after the
related Collection Period, or other amounts not distributable on the related
Distribution Date, shall be held in the 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 XVII, 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 XVII, and the Master Servicer shall
use its best efforts to remit to the Distribution Account on any Master Servicer
Remittance Date for a Collection Period any Balloon Payments received after the
date that is two Business Days immediately preceding the related Master Servicer
Remittance Date and prior to the Distribution Date. For purposes of the
definition of "Available Distribution Amount" and "Principal Distribution
Amount," the Scheduled Payments and Principal Prepayments referred to in the
preceding proviso shall be deemed to have been collected in the prior Collection
Period.

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

     SECTION 5.3 DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT.

     (a) The Paying Agent, on behalf of the Trustee shall establish (with
respect to clause (i), on or prior to the Closing Date, and with respect to
clause (ii), on or prior to the date the Paying Agent determines is necessary)
and maintain in its name, on behalf of the Trustee, (i) an account (the
"Distribution Account"), to be held in trust for the benefit of the Holders
until disbursed pursuant to the terms of this Agreement, titled: "Wells Fargo
Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank
National Association, as Trustee, in trust for the benefit of the Holders of
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2003-TOP9, 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

                                     -121-
<PAGE>

Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle
Bank National Association, as Trustee, in trust for the benefit of the Holders
of Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2003-TOP9, Reserve Account." The Distribution Account and
the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account
shall not be invested. The Distribution Account and Reserve Account shall be
held separate and apart from and shall not be commingled with any other monies
including, without limitation, other monies of the Paying Agent held under this
Agreement.

     Funds in the Distribution Account may be invested and, if invested, shall
be invested by, and at the risk of, the Paying Agent in Eligible Investments
selected by the Paying Agent which shall mature, unless payable on demand, not
later than such time on the Distribution Date which will allow the Paying Agent
to make withdrawals from the Distribution Account under Section 5.3(b), and any
such Eligible Investment shall not be sold or disposed of prior to its maturity
unless payable on demand. All such Eligible Investments shall be made in the
name of "LaSalle Bank National Association, as Trustee for the Holders of the
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2003-TOP9 and the holder of any related B Note as their
interests may appear." None of the Depositor, the Mortgagors, the Special
Servicer, the Master Servicer, the Primary Servicers or the Trustee shall be
liable for any loss incurred on such Eligible Investments.

     An amount equal to all income and gain realized from any such investment
shall be paid to the Paying Agent as additional compensation and shall be
subject to its withdrawal at any time from time to time. The amount of any
losses incurred in respect of any such investments shall be for the account of
the Paying Agent which shall deposit the amount of such loss (to the extent not
offset by income from other investments) in the Distribution Account, as the
case may be, out of its own funds immediately as realized. If the Paying Agent
deposits in or transfers to the Distribution Account, as the case may be, any
amount not required to be deposited therein or transferred thereto, it may at
any time withdraw such amount or retransfer such amount from the Distribution
Account, as the case may be, any provision herein to the contrary
notwithstanding.

     (b) The Paying Agent shall deposit into the Distribution Account or the
Reserve Account, as applicable, on the Business Day received all moneys remitted
by the Master Servicer pursuant to this Agreement, including P&I Advances made
by the Master Servicer, the Trustee and the Fiscal Agent and all Excess
Liquidation Proceeds. The Paying Agent shall deposit amounts constituting
collections of Excess Interest on the Mortgage Loans into the Excess Interest
Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall
have no duty to remit to the Distribution Account any amounts other than amounts
held in the Certificate Account and collected during the related Collection
Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance
Amount (other than the P&I Advance Amount for the Companion Loan) and, on the
Master Servicer Remittance Date occurring in March of any year, commencing in
March 2003, amounts held in the Interest Reserve Account. The Paying Agent shall
make withdrawals from the Distribution Account (including the Excess Interest
Sub-account) and the Reserve Account only for the following purposes:

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

                                     -122-
<PAGE>

         (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
Certificateholders Report (substantially in the form of Exhibit M), (ii) a
report containing information regarding the Mortgage Loans as of the end of the
related Collection Period, which report shall contain substantially the
categories of information regarding the Mortgage Loans set forth in Appendix I
to the Final Prospectus Supplement and shall be presented in tabular format
substantially similar to the format utilized in such Appendix I which report may
be included as part of the Monthly Certificateholders Report, (iii) the Loan
Periodic Update File, Loan Setup File, Bond Level File and the Collateral
Summary File, (iv) the supplemental reports set forth in paragraph (b) of the
definition of Unrestricted Servicer Reports and (v) as a convenience for
interested parties (and not in furtherance of the distribution thereof under the
securities laws), the Final Prospectus Supplement and this Agreement.

     In addition, on or prior to each Distribution Date, based on information
provided in monthly reports prepared by the Master Servicer and the Special
Servicer and delivered to the Paying Agent in accordance herewith, the Paying
Agent shall make available via the Paying Agent's Website, on a restricted
basis, the Restricted Servicer Reports (including the Property File on or prior
to each Distribution Date, commencing in March 2003). The Paying Agent shall
provide access to the Restricted Servicer Reports, upon request, to each
Certificateholder, each of the parties to this Agreement, each of the Rating
Agencies, each of the Underwriters, the Operating Adviser (and, solely with
respect to a Pari Passu Loan, the related Other Operating Adviser, if any), 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

                                     -123-
<PAGE>

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 Companion Loan or 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 Companion Loan or 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 Companion Loan or 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 Companion Loan or 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 and the holder of a Companion
Loan shall be entitled to receive information and documentation only with
respect to its related Loan Pair, pursuant hereto.

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

     (d) Reserved

     (e) The Paying Agent shall afford the Rating Agencies, the Depositor, the
Master Servicer, the Special Servicer, the Primary Servicers, the Trustee, the
Fiscal Agent, the Operating Adviser (and, solely with respect to a Pari Passu
Loan, the related Other Operating Adviser, if any), 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 (and, solely with respect to a Pari Passu Loan, the related Other
Operating Adviser, if any), any Placement Agent or any Underwriter or any Rating
Agency) of a sum

                                     -124-
<PAGE>

sufficient to cover the reasonable expenses actually incurred by the Paying
Agent of providing access or copies (including electronic or digital copies) of
any such information requested in accordance with the preceding sentence.

     (g) The Paying Agent shall make available at its Corporate Trust Office
(either in physical or electronic form), during normal business hours, upon
reasonable advance written notice for review by any Certificateholder, any
Certificate Owner, any prospective Certificate Owner, the Placement Agents, the
Underwriters, each Rating Agency, the Special Servicer, the Depositor, and
solely as with respect to any A/B Mortgage Loan, the holder of the B Note and
solely as with respect to any Loan Pair, the holder of the Companion Loan,
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 or the
Operating Adviser) of a sum sufficient to cover the reasonable expenses actually
incurred by the Paying Agent or the Trustee of providing access or copies
(including electronic or digital copies) of any such information reasonably
requested in accordance with the preceding sentence.

     SECTION 5.5 PAYING AGENT TAX REPORTS. The Paying Agent shall perform all
reporting and other tax compliance duties that are the responsibility of each
REMIC Pool under the Code, REMIC Provisions, or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority.
Consistent with this Pooling and Servicing Agreement, the Paying Agent shall
provide or cause to be provided (i) to the United States Treasury or other
Persons (including, but not limited to, the Transferor of a Class R-I, Class
R-II or Class R-III Certificate, to a Disqualified Organization or to an agent
that has acquired a Class R-I, Class R-II or Class R-III Certificate on behalf
of a Disqualified Organization) such information as is necessary for the
application of any tax relating to the transfer of a Class R-I, Class R-II or
Class R-III Certificate to any Disqualified Organization and (ii) to the
Certificateholders such information or reports as are required by the Code or
REMIC Provisions; in the case of (i), subject to reimbursement of expenses
relating thereto in accordance with Section 7.12. The Master Servicer shall on a
timely basis provide the Paying Agent with such information concerning the
Mortgage Loans as is necessary for the preparation of the tax or information
returns or receipts of each REMIC Pool as the Paying Agent may reasonably
request from time to time. The Special Servicer is required to provide to the
Master Servicer all information in its possession with respect to the Specially
Serviced Mortgage Loans in order for the Master Servicer to comply with its
obligations under this Section 5.5. The Paying Agent shall be entitled to
conclusively rely on any such information provided to it by the Master Servicer
or the Special Servicer and shall have no obligation to verify any such
information.


                                   ARTICLE VI

                                  DISTRIBUTIONS

     SECTION 6.1 DISTRIBUTIONS GENERALLY. Subject to Section 10.2(a), respecting
the final distribution on the Certificates, on each Distribution Date, the
Paying Agent shall (1) 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

                                     -125-
<PAGE>

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.

     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.

                                     -126-
<PAGE>

     SECTION 6.3 REMIC II.

     (a) On each Distribution Date, the Paying Agent shall be deemed to
distribute to itself on behalf of the Trustee, as holder of the REMIC II Regular
Interests, for the following purposes and in the following order of priority:

         (i) an amount equal to Distributable Certificate Interest for the Class
A-1 Certificates, Class A-2 Certificates, Class X-1 Certificates and Class X-2
Certificates to REMIC II Regular Interest A-1A, REMIC II Regular Interest A-1B,
REMIC II Regular Interest A-1C, REMIC II Regular Interest A-1D, REMIC II Regular
Interest A-1E, REMIC II Regular Interest A-1F, REMIC II Regular Interest A-2A,
REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C, REMIC II Regular
Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest C-1,
REMIC II Regular Interest C-2, REMIC II Regular Interest C-3, REMIC II Regular
Interest D-1, REMIC II Regular Interest D-2, REMIC II Regular Interest E-1,
REMIC II Regular Interest E-2, REMIC II Regular Interest F, REMIC II Regular
Interest G, REMIC II Regular Interest H, REMIC II Regular Interest J, REMIC II
Regular Interest K, REMIC II Regular Interest L, REMIC II Regular Interest M,
REMIC II Regular Interest N and REMIC II Regular Interest O, divided among such
REMIC II Regular Interests in proportion to (A) in the case of the REMIC II
Regular Interest A-1A, REMIC II Regular Interest A-1B, REMIC II Regular Interest
A-1C, REMIC II Regular Interest A-1D, REMIC II Regular Interest A-1E, REMIC II
Regular Interest A-1F, REMIC II Regular Interest A-2A, REMIC II Regular Interest
A-2B and REMIC II Regular Interest A-2C, the Accrued Certificate Interest for
such Distribution Date and (B) in the case of REMIC II Regular Interest B-1,
REMIC II Regular Interest B-2, REMIC II Regular Interest C-1, REMIC II Regular
Interest C-2, REMIC II Regular Interest C-3, REMIC II Regular Interest D-1,
REMIC II Regular Interest D-2, REMIC II Regular Interest E-1, REMIC II Regular
Interest E-2, REMIC II Regular Interest F, REMIC II Regular Interest G, REMIC II
Regular Interest H, REMIC II Regular Interest J, REMIC II Regular Interest K,
REMIC II Regular Interest L, REMIC II Regular Interest M, REMIC II Regular
Interest N and REMIC II Regular Interest O, the product of (a) the Certificate
Balance of such Interest and (b) one-twelfth of the sum of the related Class X-1
Strip Rate and the related Class X-2 Strip Rate (if any);

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

                                     -127-
<PAGE>

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

         (iii) to REMIC II Regular Interest A-1A, REMIC II Regular Interest
A-1B, REMIC II Regular Interest A-1C, REMIC II Regular Interest A-1D, REMIC II
Regular Interest A-1E, REMIC II Regular Interest A-1F, REMIC II Regular Interest
A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C, REMIC II
Regular Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest
C-1, REMIC II Regular Interest C-2, REMIC II Regular Interest C-3, REMIC II
Regular Interest D-1, REMIC II Regular Interest D-2, REMIC II Regular Interest
E-1, REMIC II Regular Interest E-2, REMIC II Regular Interest F, REMIC II
Regular Interest G, REMIC II Regular Interest H, REMIC Regular Interest J, REMIC
II Regular Interest K, REMIC II Regular Interest L, REMIC II Regular Interest M,
REMIC II Regular Interest N and REMIC II Regular Interest O, pro rata on the
basis of their respective entitlements to reimbursement described in this clause
(iii), to reimburse any Realized Interest Losses previously allocated to REMIC
II Regular Interest A-1A, REMIC II Regular Interest A-1B, REMIC II Regular
Interest A-1C, REMIC II Regular Interest A-1D, REMIC II Regular Interest A-1E,
REMIC II Regular Interest A-1F, REMIC II Regular Interest A-2A, REMIC II Regular
Interest A-2B, REMIC II Regular Interest A-2C, REMIC II Regular Interest B-1,
REMIC II Regular Interest B-2, REMIC II Regular Interest C-1, REMIC II Regular
Interest C-2, REMIC II Regular Interest C-3, REMIC II Regular Interest D-1 REMIC
II Regular Interest D-2, REMIC II Regular Interest E-1, REMIC II Regular
Interest E-2, REMIC II Regular Interest F, REMIC II Regular Interest G, REMIC II
Regular Interest H, REMIC II Regular Interest J, REMIC II Regular Interest K,
REMIC II Regular Interest L, REMIC II Regular Interest M, REMIC II Regular
Interest N and REMIC II Regular Interest O, in the case of all such Interests
other than the REMIC II Regular Interest A-1A, REMIC II Regular Interest A-1B,
REMIC II

                                     -128-
<PAGE>

Regular Interest A-1C, REMIC II Regular Interest A-1D, REMIC II Regular Interest
A-1E, REMIC II Regular Interest A-1F, REMIC II Regular Interest A-2A, REMIC II
Regular Interest A-2B and REMIC II Regular Interest A-2C, as a result of the
allocation of Realized Losses to the Class X Certificates and in the case of all
such Interests, inclusive of one month's interest at the applicable Pass-Through
Rate on such Realized Interest Losses;

         (iv) to the REMIC II Regular Interest B-1 and REMIC II Regular Interest
B-2, the remainder of the Distributable Certificate Interest for such Interest
for such Distribution Date, divided among such REMIC II Regular Interests in
proportion to the Accrued Certificate Interest for such Distribution Date, to
the extent not distributed pursuant to clause (i) above;

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

         (vi) to the REMIC II Regular Interest B-1 and REMIC II Regular Interest
B-2, to reimburse any unreimbursed Realized Losses previously allocated thereto,
plus one month's interest at the applicable Pass-Through Rate on such Realized
Losses, pro rata on the basis of their respective entitlements to reimbursement;

         (vii) to the REMIC II Regular Interest C-1, REMIC II Regular Interest
C-2 and REMIC II Regular Interest C-3, the remainder of the Distributable
Certificate Interest for such Interest for such Distribution Date, divided among
such REMIC II Regular Interests in proportion to the Accrued Certificate
Interest for such Distribution Date, to the extent not distributed pursuant to
clause (i) above;

         (viii) upon payment in full of the Certificate Balance of the REMIC II
Regular Interest B-2, to the REMIC II Regular Interest C-1, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest C-1 has been reduced to
zero, and upon payment in full of the Certificate Balance of the REMIC II
Regular Interest C-1, to the REMIC II Regular Interest C-2, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest C-2 has been reduced to
zero, and upon payment in full of the Certificate Balance of the REMIC II
Regular Interest C-2, to the REMIC II Regular Interest C-3, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest C-3 has been reduced to
zero;

                                     -129-
<PAGE>

         (ix) to the REMIC II Regular Interest C-1, REMIC II Regular Interest
C-2 and REMIC II Regular Interest C-3, to reimburse any unreimbursed Realized
Losses previously allocated thereto, plus one month's interest at the applicable
Pass-Through Rate on such Realized Losses, pro rata on the basis of their
respective entitlements to reimbursement;

         (x) to the REMIC II Regular Interest D-1 and REMIC II Regular Interest
D-2, the remainder of the Distributable Certificate Interest for such Interests
for such Distribution Date, divided among such REMIC II Regular Interests in
proportion to the Accrued Certificate Interest for such Distribution Date, to
the extent not distributed pursuant to clause (i) above;

         (xi) upon payment in full of the Certificate Balance of the REMIC II
Regular Interest C-3, to the REMIC II Regular Interest D-1, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest D-1 has been reduced to
zero, and upon payment in full of the Certificate Balance of the REMIC II
Regular Interest D-1, to the REMIC II Regular Interest D-2, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest D-2 has been reduced to
zero;

         (xii) to the REMIC II Regular Interest D-1 and REMIC II Regular
Interest D-2, to reimburse any unreimbursed Realized Losses previously allocated
thereto, plus one month's interest at the applicable Pass-Through Rate on such
Realized Losses, pro rata on the basis of their respective entitlements to
reimbursement;

         (xiii) to the REMIC II Regular Interest E-1 and REMIC II Regular
Interest E-2, the remainder of the Distributable Certificate Interest for such
Interests for such Distribution Date, divided among such REMIC II Regular
Interests in proportion to the Accrued Certificate Interest for such
Distribution Date, to the extent not distributed pursuant to clause (i) above;

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

         (xv) to the REMIC II Regular Interest E-1 and REMIC II Regular Interest
E-2, to reimburse any unreimbursed Realized Losses previously allocated thereto,
plus one month's interest at the applicable Pass-Through Rate on such Realized
Losses, pro rata on the basis of their respective entitlements to reimbursement;

                                     -130-
<PAGE>

         (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-2, 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 one month's
interest at the applicable Pass-Through Rate on such Realized Losses;

         (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 one month's interest at the
applicable Pass-Through Rate on such Realized Losses;

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

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

         (xxiv) to the REMIC II Regular Interest H, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus one month's
interest at the applicable Pass-Through Rate on such Realized Losses, pro rata
on the basis of their respective entitlements to reimbursement;

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

                                     -131-
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                     -132-
<PAGE>

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

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

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

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

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

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

         (xlii) to the REMIC II Regular Interest O, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus one month's
interest at the applicable Pass-Through Rate on such Realized Losses; (xliii)
thereafter, to the Class R-II Certificateholders at such time as the Certificate
Balances of all Classes of REMIC II Regular Interests have been reduced to zero,
and Realized Losses previously allocated thereto have been reimbursed to the
Holders of the REMIC II Regular Interests, any amounts remaining.

     SECTION 6.4 RESERVED.

     SECTION 6.5 REMIC III.

     (a) On each Distribution Date, the Paying Agent shall withdraw from the
Distribution Account an amount equal to the Available Distribution Amount and
shall distribute such amount (other than the amount attributable to any Excess
Interest) and Excess Liquidation Proceeds in the following amounts and order of
priority:

         (i) to the Holders of the Class A-1 Certificates, Class A-2
Certificates, Class X-1 Certificates and Class X-2 Certificates, Distributable
Certificate Interest for such

                                     -133-
<PAGE>

Distribution Date, pro rata in proportion to the Distributable Certificate
Interest payable to each such Class;

         (ii) to the Holders of the Class A-1 and Class A-2 Certificates, in
reduction of the Certificate Balances thereof, in an amount up to the Principal
Distribution Amount for such Distribution Date: first, to the Holders of the
Class A-1 Certificates, the Principal Distribution Amount for such Distribution
Date until the Certificate Balance thereof is reduced to zero and second, upon
payment in full of the aggregate Certificate Balance of the Class A-1
Certificates, to the holders of the Class A-2 Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder) until the aggregate Certificate Balance of the
Class A-2 Certificates has been reduced to zero;

         (iii) to the Holders of the Class A Certificates, Class X-1
Certificates and Class X-2 Certificates, pro rata (treating principal and
interest losses separately), to reimburse any Realized Losses previously
allocated thereto and not previously fully reimbursed, plus one month's interest
at the applicable Pass-Through Rate on such Realized Losses;

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

         (v) upon payment in full of the Certificate Balance of the Class A-2
Certificates, to the Holders of the Class B Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder), until the Certificate Balance of the Class B
Certificates has been reduced to zero;

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         (xliii) to the Holders of the Class R-III Certificates at such time as
the Certificate Balances of all Classes of REMIC Regular Certificates have been
reduced to zero, 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 the Certificate
Balances of all the Classes of Subordinate Certificates, the Principal
Distribution Amount will be distributed, first, to the Holders of the Class A-1
and Class A-2 Certificates, pro rata, based on their respective Certificate
Balances, in reduction of their respective Certificate Balances, until the
Certificate Balance of each such Class is reduced to zero; and, second, to the
Holders of the Class A-1 and Class A-2 Certificates, pro rata, based on the
respective amounts of unreimbursed Realized Losses previously allocated to each
such Class, plus one month's interest on such Realized Losses at the applicable
Pass-Through Rate. A similar rule shall apply to the distribution of the
Principal Distribution Amount to REMIC II Regular Interests A-1A, A-1B, A-1C,
A-1D, A-1E, A-1F, A-2A, A-2B and A-2C, in lieu of the distributions described in
Section 6.3(a)(ii).

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     (b) On each Distribution Date, the Paying Agent shall withdraw amounts in
the Reserve Account and shall pay the Certificateholders on such Distribution
Date such amounts in the following priority:

         (i) first, to reimburse the Holders of the Principal Balance
Certificates (in order of alphabetical Class designation) for any, and to the
extent of, Realized Losses previously allocated to them; and

         (ii) second, upon the reduction of the Aggregate Certificate Balance of
the Principal Balance Certificates to zero, to pay any amounts remaining on
deposit in such account to the Special Servicer as additional Special Servicer
Compensation.

     This Section 6.5(b) shall apply mutatis mutandis to reimbursement of
Realized Losses previously allocated to the REMIC II Regular Interests.

SECTION 6.6 ALLOCATION OF REALIZED LOSSES, EXPENSE LOSSES AND SHORTFALLS DUE TO
NONRECOVERABILITY.

     (a) REMIC I. On each Distribution Date, except as provided in subsection
(b) below,

         (i) Realized Principal Losses on each Mortgage Loan realized during the
related Collection Period shall reduce the Certificate Balance of the
Corresponding REMIC I Regular Interest;

         (ii) Realized Interest Losses on each Mortgage Loan shall be allocated
to reduce first, Distributable Certificate Interest for such Distribution Date,
and then Unpaid Interest in each case owing on the Corresponding REMIC I Regular
Interest; and to the extent that such Realized Interest Loss exceeds such
amount, shall be treated as an Expense Loss;

         (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 Special 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

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<PAGE>

Distribution Date in proportion to Distributable Certificate Interest otherwise
payable thereon, and shall result in Unpaid Interest on each such REMIC I
Regular Interest;

         (ii) amounts previously advanced as principal on the related Mortgage
Loan shall reduce the Available Distribution Amount for REMIC I and shall be
allocated to reduce the principal paid on each REMIC I Regular Interest on which
principal would otherwise be paid on such Distribution Date, in proportion to
such principal payments; and

         (iii) amounts previously advanced as Servicing Advances, as well as
Advance Interest owing to the Master Servicer, the Special Servicer, the Trustee
or the Fiscal Agent with respect to Advances shall be treated as Expense Losses
and allocated in accordance with Section 6.6(a)(iii) above.

     (c) At such time as a Final Recovery Determination is made with respect to
any Mortgage Loan with respect to which the Master Servicer previously had
withdrawn amounts from the Certificate Account following a determination that
Advances previously made were Nonrecoverable Advances, or at such other time as
a Realized Loss shall occur with respect to any such Mortgage Loan, the Master
Servicer shall compute the Realized Loss with respect to such Mortgage Loan and
the Paying Agent shall allocate such Realized Loss as follows:

         (i) to the extent that any Realized Principal Loss does not exceed the
Certificate Balance on the Corresponding REMIC I Regular Interest, such Realized
Principal Loss shall be allocated to such REMIC I Regular Interest; and to the
extent that any Realized Principal Loss exceeds the Certificate Balance of the
Corresponding REMIC I Regular Interest, such Realized Principal Loss shall be
allocated to the other Corresponding REMIC I Regular Interests with respect to
which distributions of principal were reduced pursuant to Section 6.6(b)(ii)
above, in proportion to the amount of such reductions;

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

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

         (iv) the portion of the amount recovered on the Mortgage Loan with
respect to which amounts were withdrawn from the Certificate Account that are
treated as Recoveries of interest on the Mortgage Loan shall be applied first,
to make payments of Unpaid Interest on the Corresponding REMIC I Regular
Interest and thereafter to make payments of

                                     -139-
<PAGE>

interest on each REMIC I Interest with respect to which Unpaid Interest was
created pursuant to Section 6.6(b)(ii) above in proportion to the amount of
Unpaid Interest resulting from the reduction in distributions of interest on
such REMIC I Regular Interest pursuant to Section 6.6(b)(ii) above; and

         (v) the portion of the amount recovered on the Mortgage Loan with
respect to which amounts were withdrawn from the Certificate Account that is
treated as a recovery of expenses on the Mortgage Loan shall be applied in
reimbursement of Expense Losses on each REMIC I Regular Interest with respect to
which an Expense Loss was created pursuant to Section 6.6(b)(iii) above in
proportion to the amount of the Expense Loss allocated thereto pursuant to
Section 6.6(b)(iii) above.

     (d) REMIC II. On each Distribution Date, all Realized Losses on the REMIC I
Interests for such Distribution Date (or for prior Distribution Dates, to the
extent not previously allocated) shall be allocated to the Corresponding REMIC
II Regular Interests in the amounts and in the manner as will be allocated to
the REMIC Regular Certificates relating thereto pursuant to Section 6.6(f);
provided, however, that Realized Losses allocated to REMIC II Regular Interests
that have Components shall be allocated among the Components of such REMIC II
Regular Interests sequentially in alphabetical and numerical order. Realized
Losses allocated to the Class X Certificates shall reduce the amount of interest
payable on the REMIC II Regular Interest A-1A, REMIC II Regular Interest A-1B,
REMIC II Regular Interest A-1C, REMIC II Regular Interest A-1D, REMIC II Regular
Interest A-1E, REMIC II Regular Interest A-1F, REMIC II Regular Interest A-2A,
REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C, REMIC II Regular
Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest C-1,
REMIC II Regular Interest C-2, REMIC II Regular Interest C-3, REMIC II Regular
Interest D-1, REMIC II Regular Interest D-2, REMIC II Regular Interest E-1,
REMIC II Regular Interest E-2, REMIC II Regular Interest F, REMIC II Regular
Interest G, REMIC II Regular Interest H, REMIC II Regular Interest J, REMIC II
Regular Interest K, REMIC II Regular Interest L, REMIC II Regular Interest M,
REMIC II Regular Interest N and REMIC II Regular Interest O, which reduction
shall be allocated pro rata based on the product of the Certificate Balance of
such REMIC II Regular Interest and the sum of the Class X-1 Strip Rate and the
Class X-2 Strip Rate (if any) applicable to the Class of Certificates relating
to such REMIC II Regular Interest.

     (e) Reserved

     (f) REMIC III. On each Distribution Date, all Realized Losses on the REMIC
II Regular Interests for such Distribution Date (or for prior Distribution
Dates, to the extent not previously allocated) shall be allocated to the REMIC
Regular Certificates in Reverse Sequential Order, in each case reducing (A) the
Certificate Balance of such Class until such Certificate Balance is reduced to
zero (in the case of the Principal Balance Certificates); (B) Unpaid Interest
owing to such Class to the extent thereof and (C) Distributable Certificate
Interest owing to such Class, provided, that such reductions shall be allocated
among the Class A-1 Certificates, Class A-2 Certificates, Class X-1 Certificates
and Class X-2 Certificates, pro rata, based upon their outstanding Certificate
Balances or accrued interest, as the case may be, and provided further, that
Realized Losses shall not reduce the Aggregate Certificate Balance of the REMIC
III Certificates below the sum of the Aggregate Certificate Balances of the
REMIC II Regular Interests.

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     SECTION 6.7 NET AGGREGATE PREPAYMENT INTEREST SHORTFALLS. On each
Distribution Date, any Net Aggregate Prepayment Interest Shortfalls in REMIC I,
shall be allocated among the REMIC I Regular Interests, pro rata in proportion
to the Accrued Certificate Interest for each such REMIC I Regular Interest for
such Distribution Date and shall reduce Distributable Certificate Interest for
each such Interest. On each Distribution Date, any Net Aggregate Prepayment
Interest Shortfalls in REMIC II shall be allocated among the REMIC II Regular
Interests, pro rata in proportion to the Accrued Certificate Interest for each
such REMIC II Regular Interest for such Distribution Date and shall reduce
Distributable Certificate Interest for each such Interest. On each Distribution
Date, the amount of any Net Aggregate Prepayment Interest Shortfalls on the
REMIC III Regular Interests shall be allocated to each Class of Certificates,
pro rata, in proportion to the amount of Accrued Certificate Interest payable to
such Class of Certificates on such Distribution Date, in each case reducing
interest otherwise payable thereon. The amount of Net Aggregate Prepayment
Interest Shortfalls allocated to a Class of Certificates pursuant to the
preceding sentence shall reduce the Distributable Certificate Interest for such
Class for such Distribution Date. No Prepayment Interest Shortfall with respect
to a Companion Loan or a B Note shall be allocated to any Class of Certificates.

     SECTION 6.8 ADJUSTMENT OF SERVICING FEES. The Master Servicing Fee payable
to the Master Servicer shall be adjusted as provided in Section 8.10(c) herein.
Any amount retained by REMIC I as a result of a reduction of the Master
Servicing Fee shall be treated as interest collected with respect to the prepaid
Mortgage Loans with respect to which the Master Servicing Fee adjustment occurs.

     SECTION 6.9 APPRAISAL REDUCTIONS. Not later than the date on which an
Appraisal Event occurs, the Special Servicer shall have obtained (A) an
Appraisal of the Mortgaged Property securing the related Mortgage Loan or Loan
Pair, if the Principal Balance of such Mortgage Loan or Loan Pair exceeds
$2,000,000 or (B) at the option of the Special Servicer, if such Principal
Balance is less than or equal to $2,000,000, either an internal valuation
prepared by the Special Servicer in accordance with MAI standards or an
Appraisal which in all cases shall be completed as of the date that such
Mortgage Loan or Loan Pair becomes a Required Appraisal Loan; provided that if
the Special Servicer had completed or obtained an Appraisal or internal
valuation within the immediately prior 12 months, the Special Servicer may rely
on such Appraisal or internal valuation and shall have no duty to prepare a new
Appraisal or internal valuation, unless such reliance would not be in accordance
with the Servicing Standard; provided, further, that if the Special Servicer is
required to obtain an Appraisal of a Mortgaged Property after receipt of the
notice described in clause (ii) of the definition of Appraisal Event, such
Appraisal will be obtained no later than 60 days after receipt of such notice
and an internal valuation will be obtained no later than 60 days after receipt
of such notice. Notwithstanding the foregoing, an Appraisal shall not be
required so long as a guaranty or surety bond that is rated at least "BBB-" (or
its equivalent) by a nationally recognized statistical rating organization, or
debt service reserve or a letter of credit is available and has the ability to
pay off the then outstanding Principal Balance of the Mortgage Loan in full,
except to the extent that the Special Servicer, in accordance with the Servicing
Standard, determines that obtaining an Appraisal is in the best interests of the
Certificateholders. Such Appraisal or valuation shall be conducted in accordance
with the definition of "market value" as set forth in 12 C.F.R. 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


                                     -141-
<PAGE>

performed by the Special Servicer, shall be an expense of the Trust (and any
related B Note) and may be paid from REO Income or, to the extent collections
from such related Mortgage Loan, B Note, Loan Pair or Mortgaged Property does
not cover the expense, such unpaid expense shall be, subject to Section 4.4
hereof, advanced by the Master Servicer at the request of the Special Servicer
or by 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 (or B Note Appraisal Reduction) in consultation with the
Operating Adviser and shall report such amount to the Trustee and the B Note
Trustee if it relates to the 1290 B Note. The Master Servicer shall calculate or
recalculate the Appraisal Reduction (or B Note Appraisal Reduction) for any
Mortgage Loan, the B Note and Loan Pair based on updated Appraisals or internal
valuations provided from time to time to it by the Special Servicer and report
such amount to the Trustee, and with respect to the 1290 A/B Mortgage Loan, the
B Note Trustee.

     At any time that a B Note Appraisal Reduction exists with respect to an A/B
Mortgage Loan, the holder of the B Note may, at its own expense, obtain and
deliver to the Master Servicer, the Special Servicer and the Trustee, an
appraisal that satisfies the requirements of an Appraisal, and upon the written
request of such holder, the Master Servicer shall recalculate the B Note
Appraisal Reduction in respect of the A/B Mortgage Loan based on the appraisal
delivered by the holder of the B Note, and shall notify the Trustee, the Special
Servicer and such holder of such recalculated B Note Appraisal Reduction.

     SECTION 6.10 COMPLIANCE WITH WITHHOLDING REQUIREMENTS. Notwithstanding any
other provision of this Agreement to the contrary, the Paying Agent on behalf of
the Trustee shall comply with all federal withholding requirements with respect
to payments to Certificateholders of interest, original issue discount, or other
amounts that the Paying Agent reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for any such withholding
and any amount so withheld shall be regarded as distributed to the related
Certificateholders for purposes of this Agreement. In the event the Paying Agent
withholds any amount from payments made to any Certificateholder pursuant to
federal withholding requirements, the Paying Agent shall indicate to such
Certificateholder the amount withheld.

     SECTION 6.11 PREPAYMENT PREMIUMS. Any Prepayment Premium collected with
respect to a Mortgage Loan (but not a B Note or a Companion Loan, which
Prepayment Premium is payable to the holder of the related B Note or the holder
of the related Companion Loan, as applicable) during any particular Collection
Period will be deemed distributed to the Trustee by the Paying Agent on the
following Distribution Date as follows: (i) first, the Paying Agent shall be
deemed to distribute to the Trustee, as holder of the REMIC I Regular Interest
to which such Mortgage Loan relates, any Prepayment Premiums collected on or
with respect to such Mortgage Loan; and (ii) second, the Paying Agent shall be
deemed to distribute to the Trustee, as holder of the REMIC II Regular
Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular
Interests, and shall be deemed to distribute such Prepayment Premiums to the
REMIC II Regular Interest then entitled to distributions of principal from the
Principal Distribution Amount (or, if more than one Class of REMIC II Regular
Interests is then entitled to distributions of principal from the Principal
Distribution Amount, such Prepayment Premiums shall be deemed distributed among
such Classes pro rata in accordance with the relevant amounts of entitlements to
distributions of principal). Following such deemed

                                     -142-
<PAGE>

distributions, the Holders of the respective Classes of Principal Balance
Certificates, other than the Class H, Class J, Class K, Class L, Class M, Class
N and Class O Certificates, then entitled to distributions of principal from the
Principal Distribution Amount for such Distribution Date, will be entitled to,
and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an
amount equal to, in the case of each such Class, the product of (a) a fraction,
the numerator of which is the amount distributed as principal to the holders of
that Class on that Distribution Date, and the denominator of which is the total
amount distributed as principal to the holders of all Classes of Certificates on
that Distribution Date, (b) the Base Interest Fraction for the related Principal
Prepayment and that Class of Certificates and (c) the aggregate amount of
Prepayment Premiums collected during the related Collection Period. Any portion
of such Prepayment Premium that is not so distributed to the Holders of such
Principal Balance Certificates will be distributed to the Holders of the Class X
Certificates. On any Distribution Date on or before February 2008, 85% 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 15% 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 February
2008, any portion of such Prepayment Premium that is not so distributed to the
Holders of such Principal Balance Certificates will be distributed to the
Holders of the Class X-1 Certificates. The Trustee shall not be responsible for
the Paying Agent's failure to comply with any withholding requirements.

                                  ARTICLE VII

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

     SECTION 7.1 DUTIES OF THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT.

     (a) The Trustee, the Fiscal Agent and the Paying Agent each shall undertake
to perform only those duties as are specifically set forth in this Agreement and
no implied covenants or obligations shall be read into this Agreement against
the Trustee, the Fiscal Agent 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

                                     -143-
<PAGE>

conform to the requirements of this Agreement, the Trustee or the Paying Agent
shall request the providing party to correct the instrument and if not so
corrected, the Trustee shall inform the Certificateholders.

     (c) Neither the Trustee, the Fiscal Agent nor the Paying Agent nor any of
their respective directors, officers, employees, agents or Controlling Persons
shall have any liability to the Trust or the Certificateholders arising out of
or in connection with this Agreement, except for their respective negligence or
willful misconduct. No provision of this Agreement shall be construed to relieve
the Trustee, the Fiscal Agent, the Paying Agent or any of their respective
directors, officers, employees, agents or Controlling Persons from liability for
their own negligent action, their own negligent failure to act or their own
willful misconduct or bad faith; provided that:

         (i) neither the Trustee, the Fiscal Agent nor the Paying Agent nor any
of their respective directors, officers, employees, agents or Controlling
Persons shall be personally liable with respect to any action taken, suffered or
omitted to be taken by it in its reasonable business judgment in accordance with
this Agreement or at the direction of Holders of Certificates evidencing not
less than a majority of the outstanding Certificate Balance of the Certificates;

         (ii) no provision of this Agreement shall require either the Trustee,
the Fiscal Agent or the Paying Agent to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it;

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

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required to act, unless a Responsible Officer of the Trustee, the Fiscal Agent
or the Paying Agent, as the case may be, obtains actual knowledge of such
failure.

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

     SECTION 7.2 CERTAIN MATTERS AFFECTING THE TRUSTEE, THE FISCAL AGENT AND THE
PAYING AGENT.

     (a) Except as otherwise provided in Section 7.1:

         (i) the Trustee, the Fiscal Agent and the Paying Agent each may
request, and may rely and shall be protected in acting or refraining from acting
upon any resolution, Officer's Certificate, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request, consent,
order, appraisal, bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

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

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

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         (v) the Trustee, the Fiscal Agent and the Paying Agent each may execute
any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys, which agents or attorneys shall
have any or all of the rights, powers, duties and obligations of the Trustee,
the Fiscal Agent and the Paying Agent conferred on them by such appointment;
provided that each of the Trustee, the Fiscal Agent and the Paying Agent, as the
case may be, shall continue to be responsible for its duties and obligations
hereunder and shall not be liable for the actions or omissions of the Master
Servicer, the Special Servicer, the Depositor or the actions or omissions of
each other;

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

         (vii) neither the Trustee nor the Fiscal Agent nor the Paying Agent
shall be required to expend its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such liability is not assured to it;

         (viii) neither the Trustee nor the Fiscal Agent nor the Paying Agent
shall be liable for any loss on any investment of funds pursuant to this
Agreement;

         (ix) unless otherwise specifically required by law, neither the Trustee
nor the Fiscal Agent nor the Paying Agent shall be required to post any surety
or bond of any kind in connection with the execution or performance of its
duties hereunder; and

         (x) except as specifically provided hereunder in connection with the
performance of its specific duties, neither the Trustee nor the Fiscal Agent nor
the Paying Agent shall be responsible for any act or omission of the Master
Servicer, the Special Servicer, the Depositor or of each other.

    (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.

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         (e) The Paying Agent shall timely pay, from its own funds, the amount
of any and all federal, state and local taxes imposed on the Trust or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Paying Agent of its obligations
hereunder, which breach constitutes negligence or willful misconduct of the
Paying Agent.

         SECTION 7.3 THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT NOT
LIABLE FOR CERTIFICATES OR INTERESTS OR MORTGAGE LOANS. The Trustee, the Fiscal
Agent and the Paying Agent each makes no representations as to the validity or
sufficiency of this Agreement, the information contained in the Private
Placement Memorandum, the Preliminary Prospectus Supplement, the Final
Prospectus Supplement or Prospectus for the REMIC III Certificates or Residual
Certificates (other than the Certificate of Authentication on the Certificates
if the Paying Agent is the Authenticating Agent) or of any Mortgage Loan,
Assignment of Mortgage or related document save that (i) each of the Trustee,
the Fiscal Agent and the Paying Agent represents that, assuming due execution
and delivery by the other parties hereto, this Agreement has been duly
authorized, executed and delivered by it and constitutes its valid and binding
obligation, enforceable against it in accordance with its terms except that such
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

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<PAGE>

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
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 "A-1" by S&P and whose long-term senior unsecured debt, or that of its
Fiscal Agent, if applicable, is rated not less than "AA-" by Fitch (and, if the
Trustee is rated "AA-" by Fitch, a short-term rating of at least "F-1+" in the
case of Fitch) and "AA-" by S&P, provided, that if the Fiscal Agent is rated at
least "AA-" by Fitch (and, if the Fiscal Agent is rated "AA-" by Fitch, the
Fiscal Agent also has a short-term rating of at least "F-1+" from Fitch), and
"AA-" by S&P, then the Trustee must be rated not less than "A-" by Fitch and
"A-" by S&P, or otherwise acceptable to the Rating Agencies as evidenced by a
Rating Agency Confirmation. If such corporation, national bank or national
banking association publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then, for the purposes of this Section, the combined capital and
surplus of such corporation, national bank or national banking association shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Trustee shall cease to
be eligible in

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accordance with provisions of this Section, the Trustee or the Fiscal Agent
shall resign immediately in the manner and with the effect specified in Section
7.6.

     (b) The Paying Agent shall be either a bank or trust company or otherwise
authorized under law to exercise corporate trust powers and shall be rated at
least "A" by Fitch and "A" by S&P, unless and to the extent Rating Agency
Confirmation is obtained.

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

     (a) The Trustee, the Fiscal Agent or the Paying Agent may at any time
resign and be discharged from the trusts hereby created by giving written notice
thereof to the Depositor, the Master Servicer and the Rating Agencies; provided
that such resignation shall not be effective until its successor shall have
accepted the appointment. Upon receiving such notice of resignation, the
Depositor will promptly appoint a successor trustee, fiscal agent or paying
agent, as the case may be, except in the case of the initial Trustee or Fiscal
Agent, in which case both shall be so replaced but may be replaced under this
paragraph sequentially, by written instrument, one copy of which instrument
shall be delivered to the resigning Trustee or the Fiscal Agent, one copy to the
successor trustee and one copy to each of the Master Servicer, the Paying Agent
and the Rating Agencies. If no successor trustee, fiscal agent or paying agent
shall have been so appointed, as the case may be, and shall have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee, the Fiscal Agent or the Paying 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

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of such removal shall be the same as they are stated in subsection (c) with
respect to the Fiscal Agent.

     (c) If at any time (i) the Fiscal Agent shall cease to be eligible in
accordance with the provisions of Section 7.5 and shall fail to resign after
written request therefor by the Depositor, or (ii) a Fiscal Agent Termination
Event has occurred, then the Depositor shall send a written notice of
termination to the Fiscal Agent (which notice shall specify the reason for such
termination) and remove such Fiscal Agent and appoint a successor Fiscal Agent
by written instrument, one copy of which instrument shall be delivered to the
Fiscal Agent so removed, one copy to the successor Fiscal Agent, and one copy to
each of the Trustee, the Master Servicer and the Rating Agencies. In all such
cases, the Fiscal Agent shall bear all costs of transfer to a successor Fiscal
Agent, such succession only to take effect after a successor Fiscal Agent has
been appointed. In the case of the initial Fiscal Agent, the Depositor may, but
is not required to, also remove the Trustee. In this case, the procedures and
liability for costs of such removal shall be the same as they are stated in
subsection (b) with respect to the Trustee.

     (d) If at any time (i) the Paying Agent shall cease to be eligible in
accordance with the provisions of Section 7.5(b) and shall fail to resign after
written request therefor by the Depositor, (ii) the Paying Agent shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Paying Agent or of its property shall be appointed, or any public officer
shall take charge or control of the Paying Agent or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation, (iii) a tax is
imposed or threatened with respect to the Trust or any REMIC Pool by any state
in which the Paying Agent is located solely because of the location of the
Paying Agent in such state; provided, however, that, if the Paying Agent agrees
to indemnify the Trust for such taxes, it shall not be removed pursuant to this
clause (iii), or (iv) the continuation of the Paying Agent as such would result
in a downgrade, qualification or withdrawal, as applicable, of the rating by any
Rating Agency of any Class of Certificates with a rating as evidenced in writing
by the Rating Agencies, then the Depositor or the Trustee shall send a written
notice of termination to the Paying Agent (which notice shall specify the reason
for such termination) and remove such Paying Agent and the Depositor shall
appoint a successor Paying Agent by written instrument, one copy of which
instrument shall be delivered to the Paying Agent so removed, one copy to the
successor Paying Agent, and one copy to each of the Trustee, the Master Servicer
and the Rating Agencies. In all such cases, the Paying Agent shall bear all
costs of transfer to a successor Paying Agent, such succession only to take
effect after a successor Paying Agent has been appointed.

     (e) The Holders of more than 50% of the Aggregate Certificate Balance of
the Certificates then outstanding may for cause upon 30 days' written notice to
the Trustee, the Fiscal Agent or the Paying Agent, as the case may be, and to
the Depositor remove the Trustee, the Fiscal Agent or the Paying Agent, as the
case may be, by such written instrument, signed by such Holders or their
attorney-in-fact duly authorized, one copy of which instrument shall be
delivered to the Depositor and one copy to the Trustee, the Fiscal Agent or the
Paying Agent, as the case may be, so removed; the Depositor shall thereupon use
its best efforts to appoint a successor Trustee, Fiscal Agent or Paying Agent,
as the case may be, in accordance with this Section.

     (f) Any resignation or removal of the Trustee, the Fiscal Agent or the
Paying Agent, as the case may be, and appointment of a successor trustee, fiscal
agent or paying agent

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

     SECTION 7.7 SUCCESSOR TRUSTEE, FISCAL AGENT OR PAYING AGENT.

     (a) Any successor Trustee, Fiscal Agent or Paying Agent appointed as
provided in Section 7.6 shall execute, acknowledge and deliver to the Depositor
and to its predecessor Trustee, Fiscal Agent or Paying Agent, as the case may
be, an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee, Fiscal Agent or Paying Agent,
as the case may be, shall become effective and such successor Trustee, Fiscal
Agent or Paying Agent, as the case may be, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee, Fiscal Agent or Paying Agent herein. The predecessor Trustee,
Fiscal Agent or Paying Agent shall deliver (at such predecessor's own expense)
to the successor Trustee, Fiscal Agent or Paying Agent all 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

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Paying Agent, the Master Servicer shall cause such notice to be mailed at the
expense of the successor Trustee, Fiscal Agent or Paying Agent, as applicable.

     SECTION 7.8 MERGER OR CONSOLIDATION OF TRUSTEE, FISCAL AGENT OR PAYING
AGENT. Any Person into which the Trustee, Fiscal Agent or Paying Agent may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Trustee,
Fiscal Agent or Paying Agent shall be a party, or any Persons succeeding to the
business of such Trustee, Fiscal Agent or Paying Agent, shall be the successor
of such Trustee, Fiscal Agent or Paying Agent, as the case may be, hereunder, as
applicable, provided that such Person shall be eligible under the provisions of
Section 7.5, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

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

     (a) Notwithstanding any other provisions hereof, at any time, the Trustee,
the Depositor or, in the case of the Trust, the Certificateholders evidencing
more than 50% of the Aggregate Certificate Balance of the Certificates then
outstanding shall each have the power 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

                                     -152-
<PAGE>

or the Paying Agent, as the case may be, shall remain at all times obligated and
liable to the Trust and the Certificateholders for performing its duties
hereunder.

     (c) Every separate trustee, co-trustee, and custodian shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

         (i) all powers, duties, obligations and rights conferred upon the
Trustee in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;

         (ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee, co-trustee, or custodian
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder) the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations, including the holding of title to the Trust or any
portion thereof in any such jurisdiction, shall be exercised and performed by
such separate trustee, co-trustee, or custodian;

         (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

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Certificateholders of the appointment of any separate trustee, co-trustee or
custodian hereunder shall be required.

     (g) The Trustee agrees to instruct the co-trustees, if any, to the extent
necessary to fulfill the Trustee's obligations hereunder.

     (h) The Trustee shall pay the reasonable compensation of the co-trustees,
separate trustees or custodians appointed by the Trustee pursuant to this
Section 7.9 to the extent, and in accordance with the standards, specified in
Section 7.12 hereof.

     (i) Subject to the consent of the Depositor, which consent shall not be
unreasonably withheld, the Trustee, at its sole cost and expense, may appoint at
any time a successor Custodian. Until such time as the Trustee appoints a
successor Custodian, the Trustee shall be the Custodian hereunder. Upon the
appointment of a successor custodian, the Trustee and the Custodian shall enter
into a custodial agreement.

     SECTION 7.10 AUTHENTICATING AGENTS.

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

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

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

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<PAGE>

the provisions of Section 7.10(a). No Authenticating Agent shall have
responsibility or liability for any action taken by it as such at the direction
of the Trustee.

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

     (a) The Trustee, the Fiscal Agent, the Certificate Registrar and the Paying
Agent and each of its respective directors, officers, employees, agents and
Controlling Persons shall be entitled to indemnification from the Trust for any
and all claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments and any other costs, liabilities, fees and expenses incurred in
connection with any legal action incurred without negligence or willful
misconduct on their respective part, arising out of, or in connection with this
Agreement, the Certificates and the acceptance or administration of the trusts
or duties created hereunder (including, without limitation, any unanticipated
loss, liability or expense incurred in connection with any action or inaction of
the Master Servicer, the Special Servicer or the Depositor or of 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.

                                     -155-
<PAGE>

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

     (c) The Depositor shall indemnify and hold harmless the Trustee, the Fiscal
Agent, the Certificate Registrar or the Paying Agent, as the case may be, their
respective directors, officers, employees or agents and Controlling Persons from
and against any loss, claim, damage or liability, joint or several, and any
action in respect thereof, to which the Trustee, the Fiscal Agent, the
Certificate Registrar or the Paying Agent, as the case may be, their respective
directors, officers, employees or agents or Controlling Person may become
subject under the 1933 Act, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon any untrue statement or alleged untrue
statement of a material fact contained in the Private Placement Memorandum, the
Preliminary Prospectus Supplement, the Final Prospectus Supplement or the
Prospectus, or arises out of, or is based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein in light of the circumstances under which they were
made, not misleading and shall reimburse the Trustee, the Fiscal Agent, the
Certificate Registrar or the Paying Agent, as the case 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

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<PAGE>

the Trustee, the Fiscal Agent or the Paying Agent. The Depositor shall not be
indemnified by the Trust for any expenses incurred by the Depositor arising from
any violation or alleged violation of the 1933 Act or 1934 Act by the Depositor.

     SECTION 7.12 FEES AND EXPENSES OF TRUSTEE, THE FISCAL AGENT AND THE PAYING
AGENT. The Trustee shall be entitled to receive the Trustee Fee (other than the
portion thereof constituting the Paying Agent Fee) and the Paying Agent shall be
entitled to receive the Paying Agent Fee, pursuant to Section 5.3(b)(ii) (which
shall not be limited by any provision of law with respect to the compensation of
a trustee of an express trust), for all services rendered by it in the execution
of the trusts hereby created and in the exercise and performance of any of the
powers and duties respectively, hereunder of the Trustee and the Paying Agent.
The Trustee, the Fiscal Agent and the Paying Agent shall also be entitled to
recover from the Trust all reasonable unanticipated expenses and disbursements
incurred or made by the Trustee, the Fiscal Agent and the Paying Agent in
accordance with any of the provisions of this Agreement (including the
reasonable compensation and the reasonable expenses and disbursements of its
counsel and other Persons not regularly in its employ), not including expenses
incurred in the ordinary course of performing its duties as Trustee, 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

                                     -157-
<PAGE>

of funds in any account established under this Agreement), except any ongoing
obligations to a Primary Servicer 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, 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

                                     -158-
<PAGE>

such duties or responsibilities caused by the Special Servicer's failure to
provide required information shall not be considered a default by the Trustee
hereunder. In addition, the Trustee shall have no liability relating to (i) the
representations and warranties of the Special Servicer contained in this
Agreement or (ii) any obligation incurred by the Special Servicer prior to its
termination or resignation. In the Trustee's capacity as such successor, the
Trustee shall have the same limitations on liability granted to the Special
Servicer in this Agreement. As compensation therefor, the Trustee shall be
entitled to receive all the compensation payable to the Special Servicer set
forth in this Agreement, including, without limitation the Special Servicer
Compensation (other than any Work-Out Fee payable pursuant to Section 9.11).

     (d) Notwithstanding the above, the Trustee may, if the Trustee shall be
unwilling to so act, or shall, if it is unable to so act, appoint, or petition a
court of competent jurisdiction to appoint, any established commercial or
multifamily mortgage finance institution, special servicer or mortgage servicing
institution having a net worth of not less than $15,000,000, and meeting such
other standards for a successor Special Servicer as are set forth in Section
9.21, and with respect to which Rating Agency Confirmation is obtained, as the
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.

                                     -159-
<PAGE>

     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 (and, solely with respect to a Pari Passu Loan,
the related Other Operating Adviser, if any), the Sellers and the
Certificateholders at their respective addresses appearing on the Certificate
Register.

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

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

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

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

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

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

         (v) no litigation is pending or, to the Trustee's knowledge,
threatened, against the Trustee that, either in one instance or in the
aggregate, would draw into question the validity

                                     -160-
<PAGE>

of this Agreement, or which would be likely to impair materially the ability of
the Trustee to perform under the terms of this Agreement.

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

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

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

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

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

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

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

         (i) the Paying Agent is a national banking association, duly organized,
validly existing and in good standing under the laws governing its creation and

                                     -161-
<PAGE>

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

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

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

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

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

     SECTION 7.17 FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY
MAINTAINED BY THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT. Each of the
Trustee, the Fiscal Agent and the Paying Agent, at its own respective expense,
shall maintain in effect a Fidelity Bond and a Errors and Omissions Insurance
Policy. The Errors and Omissions Insurance Policy and Fidelity Bond shall be
issued by a Qualified Insurer in form and in amount customary for trustees,
fiscal agents or paying agents in similar transactions (unless the Trustee, the
Fiscal Agent or the Paying Agent, as the case may be, self insures as provided
below). In the event that any such Errors and Omissions Insurance Policy or
Fidelity Bond ceases to be in effect, the Trustee, the Fiscal Agent or the
Paying Agent, as the case may be, shall obtain a

                                     -162-
<PAGE>

comparable replacement policy or bond from an insurer or issuer meeting the
requirements set forth above as of the date of such replacement. So long as the
long-term debt rating of the Trustee, the Fiscal Agent or the Paying Agent, as
the case may be, is not less than "A" as rated by Fitch, if rated by Fitch and
"BBB" as rated by S&P, if rated by S&P, respectively, the Trustee, the Fiscal
Agent or the Paying Agent, as the case may be, may self-insure for the Fidelity
Bond and the Errors and Omissions Insurance Policy.

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

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

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

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

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

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

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<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.

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

                                  ARTICLE VIII

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

     SECTION 8.1 SERVICING STANDARD; SERVICING DUTIES.

     (a) Subject to the express provisions of this Agreement, for and on behalf
of the Trust and for the benefit of the Certificateholders as a whole, and,
solely as it relates to any A/B Mortgage Loan and Loan Pair, for the benefit of
the holder of the related B Note and Companion Loan, the Master Servicer shall
service and administer the Mortgage Loans, any B Note and any Companion Loan 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, any B Note and any Companion Loan;
notwithstanding such explicit references, references to "Mortgage Loans"
contained in this Article VIII, unless otherwise specified, shall be construed
to refer also to such B Note and Companion Loan (but any other terms that are
defined in Article I and used in this Article VIII shall be construed according
to such definitions without regard to this sentence).

     In connection with such servicing and administration, the Master Servicer
shall seek to maximize the timely recovery of principal and interest on the
Mortgage Notes in the best economic interests of the Certificateholders as a
whole (or, in the case of any A/B Mortgage Loan or Loan Pair, the
Certificateholders and the holder of the related B Note and Companion Loan, all
taken as a collective whole); provided, however, that nothing herein contained
shall be construed as an express or implied guarantee by the Master Servicer of
the collectability of payments on the Mortgage Loans or shall be construed as
impairing or adversely affecting any rights or benefits specifically provided by
this Agreement to the Master Servicer, including with respect to Master
Servicing Fees or the right to be reimbursed for Advances.

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<PAGE>

     (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 (and,
solely with respect to a Pari Passu Loan, the related Other Operating Adviser,
if any), each Seller and, in the case of an A/B Mortgage Loan, the holder of the
related B Note and, in the case of a Loan Pair, the holder of the related
Companion Loan, within two Business Days after becoming aware (x) that a
Servicing Transfer Event has occurred with respect to a Mortgage Loan or (y)
that a Mortgage Loan has become a Rehabilitated Mortgage Loan, which notice
shall identify the applicable Mortgage Loan and, in the case of an event
specified in clause (x) of this subclause (b) above, the Servicing Transfer
Event that occurred. Solely with respect to the 1290 A/B Mortgage Loan, the
Master Servicer shall send a written notice to the B Note Trustee of any event
of default under such Mortgage Loan within one (1) Business Day after it has
knowledge thereof.

     (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 or the Special
Servicer as a Servicing Advance.

     (d) In connection with any extension of the Maturity Date of a Mortgage
Loan, the Master Servicer shall give prompt written notice of such extension to
the insurer under the Environmental Insurance Policy and shall execute such
documents as are reasonably required by such insurer to procure an extension of
such policy (if available).

     SECTION 8.2 FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY
MAINTAINED BY THE MASTER SERVICER. The Master Servicer, at its expense, shall
maintain in effect a Servicer Fidelity Bond and a Servicer Errors and Omissions
Insurance Policy. The Servicer Errors and Omissions Insurance Policy and
Servicer Fidelity Bond shall be issued by a Qualified Insurer (unless the Master
Servicer self insures as provided below) and be in form and amount consistent
with the Servicing Standard. In the event that any such Servicer Errors and
Omissions Insurance Policy or Servicer Fidelity Bond ceases to be in effect, the
Master Servicer shall obtain a comparable replacement policy or bond from an
insurer or issuer meeting the requirements set forth above as of the date of
such replacement. So long as the long-term rating of the Master Servicer is not
in any event less than "A" as rated by Fitch and "BBB" as rated by S&P,
respectively, the Master Servicer may self-insure for the Servicer Fidelity Bond
and the Servicer Errors and Omissions Insurance Policy.

     SECTION 8.3 MASTER SERVICER'S GENERAL POWER AND DUTIES.

     (a) The Master Servicer shall service and administer the Mortgage Loans and
shall, subject to Sections 8.7, 8.18, 8.19, 8.27 and Article XII hereof and as
otherwise provided

                                     -165-
<PAGE>

herein and by the Code, have full power and authority to do any and all things
which it may deem necessary or desirable in connection with such servicing and
administration in accordance with the Servicing Standard. To the extent
consistent with the foregoing and subject to any express limitations and
provisions set forth in this Agreement (and, in the case of any A/B Mortgage
Loan and Loan Pair, subject to the applicable Intercreditor Agreement), such
power and authority shall include, without limitation, the right, subject to the
terms hereof, (A) to execute and deliver, on behalf of the Certificateholders
(and in connection with any B Note, the holder of the B Note and, in connection
with any Loan Pair, the holder of the Companion Loan) and the Trustee, customary
consents or waivers and other instruments and documents (including, without
limitation, estoppel certificates, financing statements, continuation
statements, title endorsements and reports and other documents and instruments
necessary to preserve and maintain the lien on the related Mortgaged Property
and 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 Companion Loan) and the Trustee,
documents relating to the management, operation, maintenance, repair, leasing
and marketing of the related Mortgaged Properties, including agreements and
requests by the Mortgagor with respect to modifications of the standards of
operation and management of the Mortgaged Properties or the replacement of asset
managers, (G) to consent to any operation or action under a Mortgage Loan that
is contemplated or permitted under a Mortgage or other documents evidencing or
securing the applicable Mortgage Loan (either as a matter of right or upon
satisfaction of specified conditions), (H) to obtain, release, waive or modify
any term other than a Money Term of a Mortgage Loan and related documents
subject to and to the extent permitted by Section 8.18, (I) to exercise all
rights, powers and privileges granted or provided to the holder of the Mortgage
Notes, any Companion Loan and any B Note under the terms of the Mortgage,
including all rights of consent or approval thereunder, subject to Sections 8.7
and 8.18 of this Agreement, (J) to enter into lease subordination agreements,
non-disturbance and attornment agreements or other leasing or rental
arrangements which may be requested by the Mortgagor or the Mortgagor's tenants,
(K) to join the Mortgagor in granting, modifying or releasing any easements,
covenants, conditions, restrictions, equitable servitudes, or land use or zoning
requirements with respect to the Mortgaged Properties to the extent such does
not adversely affect the value of the related Mortgage Loan or Mortgaged
Property, (L) to execute and deliver, on behalf of itself, the Trustee, the
Trust (and, if applicable, the holders of the B Note and Companion Loans) or any
of them, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge and all other comparable instruments, with respect
to the Mortgage Loans and with respect to the Mortgaged Properties, and (M) hold
in accordance with the terms of any Mortgage Loan and this Agreement, Defeasance
Collateral. The foregoing clauses (A) through (M) are referred to collectively
as "Master Servicer Consent Matters." Notwithstanding the above, the Master
Servicer shall have no power to (i) waive any Prepayment

                                     -166-
<PAGE>

Premiums or (ii) consent to any modification of a Money Term of a Mortgage Loan.
Nothing contained in this Agreement shall limit the ability of the Master
Servicer to lend money to (to the extent not secured, in whole or in part, by
any Mortgaged Property), accept deposits from and otherwise generally engage in
any kind of business or dealings with any Mortgagor as though the Master
Servicer was not a party to this Agreement or to the transactions contemplated
hereby; provided, however, that this sentence shall not modify the Servicing
Standard.

     (b) The Master Servicer shall not be obligated to service and administer
the Mortgage Loans which have become and continue to be Specially Serviced
Mortgage Loans, except as specifically provided herein. The Master Servicer
shall be required to make all 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 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 Primary
Servicer any additional powers of attorney and other documents necessary or
appropriate to enable the Master Servicer and the Special Servicer to service
and administer the Mortgage Loans including, without limitation, documents
relating to the management, operation, maintenance, repair, leasing or marketing
of the Mortgaged Properties. The Master Servicer shall indemnify the Trustee for
any costs, liabilities and expenses (including attorneys' fees) incurred by the
Trustee in connection with the intentional or negligent misuse of such power of
attorney by the Master Servicer. Notwithstanding anything contained herein to
the contrary, neither the Master Servicer nor the Special Servicer shall without
the Trustee's written consent: (i) initiate any action, suit or proceeding
solely under the Trustee's name without indicating the Master Servicer's or
Special Servicer's, as applicable, representative capacity, or (ii) knowingly
take any action that causes the Trustee to be registered to do business in any
state, provided, however, that the preceding clause (i) shall not apply to the
initiation of actions relating to a Mortgage Loan that the Master Servicer or
the Special Servicer, as the case may be, is servicing pursuant to its
respective duties herein (in which case the Master Servicer or the Special

                                     -167-
<PAGE>

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).

     (e) The Master Servicer (or any Primary Servicer 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

                                     -168-
<PAGE>

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 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 any Primary Servicer on its behalf shall process
all defeasances of Mortgage Loans in accordance with the terms of the Mortgage
Loan documents, and shall be entitled to any fees paid relating thereto. The
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

                                     -169-
<PAGE>

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 own the Defeasance Collateral (subject to
customary qualifications) or (B) the Master Servicer has established a
Single-Purpose Entity to hold all Defeasance Collateral relating to the
Defeasance Loans, (iv) the Master Servicer has requested and received from the
Mortgagor (A) an opinion of counsel that the Trustee will have a perfected,
first priority security interest in such Defeasance Collateral and (B) written
confirmation from a firm of independent accountants stating that payments made
on such Defeasance Collateral in accordance with the terms thereof will be
sufficient to pay the subject Mortgage Loan (or the defeased portion thereof in
connection with a partial defeasance) in full on or before its Maturity Date
(or, in the case of the ARD Loan, on or before its Anticipated Repayment Date)
and to timely pay each subsequent Scheduled Payment, (v) (A) a Rating Agency
Confirmation is received if the Mortgage Loan (together with any other Mortgage
Loan with which it is cross-collateralized) has a Principal Balance greater than
the lesser of $20,000,000 and 5% of the Aggregate Certificate Balance (or such
higher threshold as shall be published by S&P), unless such Rating Agency has
waived in writing such Rating Agency Confirmation requirement or (B) if the
Mortgage Loan is less than or equal to both of the amounts set forth in clause
(A), either a Notice and Certification in the form attached hereto as Exhibit Z
(or such less restrictive form as shall be adopted by S&P) or a Rating Agency
Confirmation is received from S&P and (vi) a Rating Agency Confirmation is
received if the Mortgage Loan is one of the ten largest Mortgage Loans, by
Principal Balance. Any customary and reasonable out-of-pocket expense incurred
by the Master Servicer pursuant to this Section 8.3(h) shall be paid by the
Mortgagor of the Defeasance Loan pursuant to the related Mortgage, Mortgage Note
or other pertinent document, if so allowed by the terms of such documents.

     The parties hereto acknowledge that if the payments described in paragraph
39 of Exhibit 2 to the Mortgage Loan Purchase 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, 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
insufficiency or expense to the extent the related Mortgagor is not required to
pay such amount. Promptly upon receipt of notice of such insufficiency or unpaid
expense, the Master Servicer shall request the 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.

                                     -170-
<PAGE>

     (i) The Master Servicer shall, as to each Mortgage Loan which is secured by
the interest of the related Mortgagor under a ground lease, confirm whether or
not on or prior to the date that is thirty (30) days after the Closing Date, the
Mortgage Loan Seller has notified the related ground lessor of the transfer of
such Mortgage Loan to the Trust pursuant to this Agreement and informed such
ground lessor that any notices of default under the related Ground 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 A/B Mortgage Loan 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 A/B
Mortgage Loan 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 A/B Mortgage Loan Intercreditor Agreement.

     (k) Pursuant to each Loan Pair Intercreditor Agreement, the owner of the
related Companion Loan has agreed that the Master Servicer and the Special
Servicer are authorized and obligated to service and administer the Companion
Loan pursuant to this Agreement. The Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent are authorized and directed to execute and deliver
to the holder of each Companion Loan a letter agreement dated as of the Closing
Date setting forth provisions as to, among other things, the timing of
remittances, advances and reports relating to that Companion Loan, and
references herein to the related Loan Pair Intercreditor Agreement shall be
construed to refer to such Loan Pair Intercreditor Agreement and such letter
agreement taken together. To the extent that the Master Sevicer, the Special
Servicer, the Trustee and/or the Fiscal Agent have duties and obligations under
any such letter agreement, each successor master servicer, successor special
servicer, successor trustee and/or successor fiscal agent, respectively, under
this Agreement shall perform such duties and satisfy such obligations.

     SECTION 8.4 PRIMARY SERVICING AND SUB-SERVICING.

     (a) The 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

                                     -171-
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Agent, the Special Servicer, the Certificateholders, the holder of any Companion
Loan 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 Paying Agent, the
Certificateholders, the holder of any Companion Loan or the holder of any B Note
shall have any direct obligation or liability (including, without limitation,
indemnification obligations) with respect to any Sub-Servicer. The Master
Servicer 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 each of the Primary Servicing Agreements,
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

                                     -172-
<PAGE>

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).

     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 such
Primary Servicer in accordance with the terms of this Agreement (including
without limitation any time periods for consent or deemed consent to be observed
by 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
any 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 any 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 (that, if the terms of the related
Mortgage Loan documents and the related Mortgage so require, contains no
exclusion for damages due to any Act or Acts of Terrorism, as defined in the
Terrorism Risk Insurance Act of 2002) and which does not provide for reduction
due to depreciation in an amount that is at least equal to the lesser of (i) the
full replacement cost of improvements securing such Mortgage Loan or (ii) the
outstanding Principal Balance of such Mortgage Loan, any related Companion Loan
or any related B Note, 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

                                     -173-
<PAGE>

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 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 cause the Mortgagor to maintain or itself obtain
insurance coverage beyond what is available on commercially reasonable terms at
a cost customarily acceptable (in each case, as determined by the Master
Servicer, which shall be entitled to rely, at its sole expense, on insurance
consultants in making such determination, consistent with the Servicing
Standard) and consistent with the Servicing Standard; provided, that the Master
Servicer shall be obligated to cause the Mortgagor to maintain or itself obtain
insurance against property damage resulting from terrorism or similar acts if
the terms of the related Mortgage Loan documents and the related Mortgage so
require unless the Master Servicer determines that (i) such insurance is not
available at any rate or (ii) such insurance is not available at commercially
reasonable rates and such hazards are not at the time commonly insured against
for properties similar to the related Mortgaged Property and located in or
around the region in which such related Mortgaged Property is located; provided,
that such determination must be made by the Master Servicer not less frequently
(but need not be made more frequently) than annually, but in any event, shall be
made on the approximate date on (but not later than sixty (60) days thereafter)
which the Master Servicer receives notice of the renewal, replacement or
cancellation of coverage (as evidenced by the related insurance policy or

                                     -174-
<PAGE>

insurance certificate). Notwithstanding the limitation set forth in the
preceding sentence, if the related Mortgage Loan documents and the related
Mortgage require the Mortgagor to maintain insurance against property damage
resulting from terrorism or similar acts, the Master Servicer shall (i) prior to
availing itself of any limitation described in that sentence with respect to any
Mortgage Loan (or any component loan of the A/B Mortgage Loan) that has a
principal balance in excess of $2,500,000, obtain the approval or disapproval of
the Special Servicer and the Operating Adviser (subject to the last paragraph of
Section 9.39) and (ii) prior to availing itself of any limitation set forth in
the preceding sentence with respect to the 1290 A/B Mortgage Loan, regardless of
the principal balance thereof, obtain the approval of the holder of the 1290 B
Note, to the extent required by, and in accordance with the procedures set forth
in, Section 9.40. The Master Servicer shall be entitled to rely on the
determination of the Special Servicer made in connection with such approval or
disapproval. The Special Servicer shall decide whether to withhold or grant such
approval in accordance with the Servicing Standard. If any such approval has not
been expressly denied within seven (7) Business Days (or, so long as no Control
Appraisal Event has occurred with respect to the related A/B Mortgage Loan, ten
(10) Business Days) of receipt by the Special Servicer and Operating Adviser
from the Master Servicer of the Master Servicer's determination and analysis and
all information reasonably requested by the Special Servicer and reasonably
available to the Master Servicer in order to make an informed decision, such
approval shall be deemed to have been granted.

     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,
Companion Loans and B Notes serviced by it, it being understood and agreed that
such policy may contain a deductible clause on terms substantially equivalent to
those commercially available and maintained by comparable servicers consistent
with the Servicing Standard, and provided that such policy is issued by a
Qualified Insurer or (ii) if the Master Servicer, provided that its long-term
rating is not less than "A" by Fitch and "A-" by S&P, self-insures for its
obligations as set forth in the first paragraph of this Section 8.6. In the
event that the Master Servicer shall cause any Mortgage Loan to be covered by
such a master force placed or blanket insurance policy, the incremental cost of
such insurance allocable to such Mortgage Loan (i.e., other than any minimum or
standby premium payable for such policy whether or not any Mortgage Loan is then
covered thereby), if not borne by the related Mortgagor, shall be paid by the
Master Servicer as a Servicing Advance. If such policy contains a deductible
clause, the Master Servicer shall, if there shall not have been maintained on
the related Mortgaged Property a policy complying with this Section 8.6 and
there shall have been a loss that would have been covered by such policy,
deposit in the Certificate Account the amount not otherwise payable under such
master force placed or blanket insurance policy because of such deductible
clause to the extent that such deductible exceeds (i) the deductible under the
related Mortgage Loan or (ii) if there is no deductible limitation required
under the Mortgage Loan, the deductible amount with respect to insurance
policies generally available on properties similar to the related Mortgaged
Property which is consistent with the Servicing Standard, and deliver to the
Trustee (and with respect to the A/B Mortgage Loan, the B Note Trustee) an
Officer's Certificate describing the calculation of such amount. In connection
with its activities as administrator and servicer of the Mortgage Loans, any
Companion Loan and B Note, the Master Servicer agrees to present, on its behalf
and on behalf of the Trustee and the holders of any Companion Loan or B Note,
claims under any such master force placed or blanket insurance policy.

                                     -175-
<PAGE>

     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
(or other obligor) pursuant to the provisions of any Mortgage Loan, Companion
Loan or B Note (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, Companion Loan or B Note 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, Companion Loan or B Note 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 (or within ten (10)
Business Days to the extent permitted in Section 9.40 of this Agreement)
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

                                     -176-
<PAGE>

shall not permit any such assignment or assumption unless (i) 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 and (ii) with respect
to any A/B Mortgage Loan, the Master Servicer has obtained the approval of the
holder of the related B Note, to the extent required by, and in accordance with
the procedures set forth in, Section 9.40. 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 (or other obligor) and shall be authorized to enter into an
assignment and assumption or substitution agreement with the Person to whom the
related Mortgaged Property has been or is proposed to be conveyed, and/or
release the original Mortgagor, Companion Loan or B Note from liability under
the related Mortgage Loan, Companion Loan or B Note and substitute as obligor
thereunder the Person to whom the related Mortgaged Property has been or is
proposed to be conveyed; provided, however, that the Master Servicer shall not
enter into any such agreement to the extent that any terms thereof would result
in an Adverse REMIC Event or create any lien on a Mortgaged Property that is
senior to, or on parity with, the lien of the related Mortgage. To the extent
permitted by applicable law, the Master Servicer shall not enter into such an
assumption or substitution agreement unless the credit status of the prospective
new Mortgagor (or other obligor) is in conformity to the terms of the related
Mortgage Loan, Companion Loan or B Note 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 the
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 each
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 the 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. The Special Servicer acknowledges such provisions.
Nothing in this Agreement,

                                     -177-
<PAGE>

however, shall grant the Primary Servicers greater authority, discretion or
delegated rights over Post Closing Requests than are set forth in the Primary
Servicing Agreements.

     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
(including with respect to any securities which are rated by a Rating Agency
evidencing direct beneficial interests in the A Notes and B Note) regarding such
waiver. In connection with the request for such consent, the Master Servicer
shall prepare and deliver to Fitch and S&P a memorandum outlining its analysis
and recommendation in accordance with the Servicing Standard, together with
copies of all relevant documentation. The Master Servicer shall promptly forward
copies of the assignment and assumption documents relating to any Mortgage Loan
to the Special Servicer, the Paying Agent and the Trustee, and the Master
Servicer shall promptly thereafter 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 to a party or entity
specifically named or described under the terms of the related Mortgage Loan,
including any consent to transfer to any subsidiary or affiliate of Mortgagor or
to a person acquiring less than a majority interest in the Mortgagor; provided,
however, that if (i) the Principal Balance of such Mortgage Loan (together with
any other Mortgage Loan with which it is cross-collateralized) at such time
equals or exceeds 5% of the Aggregate Certificate Balance or is one of the then
current top 10 loans (by Principal Balance) in the pool, and (ii) the transfer
is of an interest in the Mortgagor greater than 49%, then prior to consenting,
the Master Servicer shall obtain a Rating Agency Confirmation regarding such
consent, the costs of which to be payable by the related Mortgagor to the extent
provided for in the Mortgage Loan documents. The Master Servicer shall be
entitled to collect and receive from Mortgagors any customary fees in connection
with such transfers of interest as additional servicing compensation.

                                     -178-
<PAGE>

     (d) The Trustee for the benefit of the Certificateholders, the holder of
any Companion Loan 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
(including with respect to any securities rated by a Rating Agency evidencing
direct beneficial interests in the A Notes or B Note) regarding such waiver and
complying with the provisions of the next succeeding paragraph; provided,
however, that such Rating Agency Confirmation shall only be required if the
applicable Mortgage Loan (x) represents 2% or more of the Principal Balance of
all of the Mortgage Loans held by the Trust or is one of the 10 largest Mortgage
Loans based on Principal Balance and (y) such Mortgage Loan has a Loan-to-Value
Ratio (which includes Junior Indebtedness, if any) that is greater than or equal
to 85% and a Debt Service Coverage Ratio (which includes debt service on Junior
Indebtedness, if any) that is less than 1.2x.

     Without limiting the generality of the preceding paragraph, in the event
that the Master Servicer receives a request for a waiver of any
"due-on-encumbrance" clause, the Master Servicer shall obtain relevant
information for purposes of evaluating such request for a waiver. If the Master
Servicer recommends to waive such clause, the Master Servicer shall provide to
the Special Servicer a copy of such recommendation and the materials upon which
such recommendation is based (which information shall consist of the information
to be included in the Additional Lien, Monetary Encumbrance and Mezzanine
Financing Submission Package to the Special Servicer, in the form attached
hereto as Exhibit V) and (A) the Special Servicer shall have the right hereunder
to grant or withhold consent to any such request in accordance with the terms of
the Mortgage Loan and this Agreement, and the Special Servicer shall not
unreasonably withhold such consent and any such decision of the Special Servicer
shall be in accordance with

                                     -179-
<PAGE>

the Servicing Standard, (B) failure of the Special Servicer to notify the Master
Servicer in writing, within five (5) Business Days following the Master
Servicer's delivery of the recommendation described above and the complete
Additional Lien, Monetary Encumbrance and Mezzanine Financing Submission Package
to the Special Servicer on which the recommendation is based, of its
determination to grant or withhold such consent shall be deemed to constitute a
grant of such consent and (C) the Master Servicer shall not permit any such
waiver unless it has received the written consent of the Special Servicer or
such consent has been deemed to have been granted as described in the preceding
sentence. If the Special Servicer withholds consent pursuant to the foregoing
provisions, it shall provide the Master Servicer with a written statement and a
verbal explanation as to its reasoning and analysis. Upon consent or deemed
consent by the Special Servicer to such proposed waiver, the Master Servicer
shall process such request of the related Mortgagor subject to the other
requirements set forth above.

     The parties hereto acknowledge that, if the payments described in paragraph
39 of Exhibit 2 to the Mortgage Loan Purchase 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 and shall use its reasonable efforts to collect such
amounts from the Mortgagor to the extent the related mortgage loan documents
require the related Mortgagor to pay such amounts.

     SECTION 8.8 TRUSTEE TO COOPERATE; RELEASE OF TRUSTEE MORTGAGE FILES. Upon
the payment in full of any Mortgage Loan, the complete defeasance of a Mortgage
Loan, satisfaction or discharge in full of any Specially Serviced Mortgage Loan,
the purchase of an A Note by the holder of a B Note pursuant to the related A/B
Mortgage Loan 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
Companion Loan, 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, any Companion Loan or any B
Note, and with respect to the Mortgaged Properties held for the benefit of the
Certificateholders, the holder of any Companion Loan and the holder of any B
Note. No

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expenses incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Distribution Account but shall be paid
by the Master Servicer except to the extent that such expenses are paid by the
related Mortgagor in a manner consistent with the terms of the related Mortgage
and applicable law. From time to time and as shall be appropriate for the
servicing of any Mortgage Loan, including for such purpose, collection under any
policy of flood insurance, any Servicer Fidelity Bond or Errors and Omissions
Policy, or for the purposes of effecting a partial or total release of any
Mortgaged Property from the lien of the Mortgage or the making of any
corrections to the Mortgage Note or the Mortgage or any of the other documents
included in the Trustee Mortgage File, the Trustee shall, upon request of the
Master Servicer and the delivery to the Trustee of a Request for Release signed
by a Servicing Officer, in the form of Exhibit C hereto, release the Trustee
Mortgage File to the Master Servicer or the Special Servicer, as the case may
be.

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

     Notwithstanding any other provisions of this Agreement, the Master Servicer
shall transmit to the Trustee, to the extent required by this Agreement, all
documents and instruments coming into the possession of the Master Servicer from
time to time and shall account fully to the Trustee and the Paying Agent for any
funds received or otherwise collected thereby, including Liquidation Proceeds or
Insurance Proceeds in respect of any Mortgage Loan. All Servicer Mortgage Files
and funds collected or held by, or under the control of, the Master Servicer in
respect of any Mortgage Loans (or any B Note or Companion Loan), whether from
the collection of principal and interest payments or from Liquidation Proceeds
or Insurance Proceeds, including any funds on deposit in the Certificate Account
(or any A/B Loan Custodial Account or any Companion Loan Custodial Account),
shall be held by the Master Servicer for and on behalf of the Trustee and the
Certificateholders (or the holder of any B Note or any Companion Loan, as
applicable) and shall be and remain the sole and exclusive property of the
Trustee, subject to the applicable provisions of this Agreement. The Master
Servicer agrees that it shall not create, incur or subject any Servicer Mortgage
Files or Trustee Mortgage File or any funds that are deposited in the
Certificate Account or any Escrow Account, or any funds that otherwise are or
may become due or payable to the Trustee or the Paying Agent, to any claim,
lien, security interest, judgment, levy, writ of attachment or other
encumbrance, or assert by legal action or otherwise any claim or right of setoff
against any Servicer Mortgage Files or Trustee Mortgage File or any funds
collected on, or in connection with, a Mortgage Loan, except, however, that the
Master Servicer shall be entitled to receive from any such funds any amounts
that are properly due and payable to the Master Servicer under this Agreement.

     SECTION 8.10 SERVICING COMPENSATION.

     (a) As compensation for its activities hereunder, the Master Servicer shall
be entitled to the Master Servicing Fee, which shall be payable by the Trust
from amounts held in the Certificate Account (and from the related A/B Loan
Custodial Account to the extent related solely to a B Note and from the related
Companion Loan Custodial Account to the extent related solely to a Companion
Loan) 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

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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 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(b).

     (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 related A/B Mortgage Loan 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 related
A/B Mortgage Loan 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

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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 (or, with respect to a B Note, each B Note
Distribution Date), (i) the Master Servicer shall deliver to the Paying Agent
(or, with respect to the B Note, to the B Note Trustee, or with respect to a
Companion Loan, to the holder thereof or its servicer), no later than 1:00 p.m.,
New York City time, on the related Report Date (or, with respect to a B Note,
the B Note Report Date), the Master Servicer Remittance Report with respect to
such Distribution Date (or, with respect to a B Note, such B Note 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 (or, with
respect to the B Note, the B Note Paying Agent) on the related Advance Report
Date, the amount of the P&I Advance or B Note P&I Advance Amount, if any, to be
made by the Master Servicer on the related Master Servicer Remittance Date or B
Note Master Servicer Remittance Date, as applicable. The Special Servicer is
required to provide all applicable information relating to Specially Serviced
Mortgage Loans in order for the Master Servicer to satisfy its duties in this
Section 8.11. The Master Servicer Remittance Report shall be updated (and
delivered to the Paying Agent or, with respect to the B Note, to the B Note
Paying Agent, as updated) no later than 2:00 p.m. on the second Business Day
prior to the Distribution Date (or, with respect to the B Note, no later than
10:00 a.m. on the Business Day preceding the B Note Distribution Date) to
reflect any payment on a Mortgage Loan or B Note 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 or B Note Collection Period.

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

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

     (d) Reserved

     (e) The Master Servicer shall deliver a copy of any reports or information
delivered to the Trustee or the Paying Agent or the B Note Paying Agent (in
respect of the B

                                     -183-
<PAGE>

Note) pursuant to subsection (a) or subsection (b) of this Section 8.11 to the
Depositor, the Special Servicer, the Operating Adviser (and, solely with respect
to a Pari Passu Loan, the related Other Operating Adviser, if any) 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 or the B Note Paying Agent (in respect of the B Note)) 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 B Note Paying Agent

     (in respect of the B Note) and each holder of a Companion Loan (in respect
of such Companion Loan) 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 April 2003; (ii) a CMSA 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 April 2003; (iv)
a Loan Set-Up File (with respect to the initial Distribution Date only) not
later than the Report Date in March 2003; (v) a Loan Periodic Update File not
later than each Report Date commencing in March 2003; (vi) a Property File not
later than each Report Date, commencing in May 2003; (vii) a Delinquent Loan
Status Report on each Report Date, commencing in April 2003; (viii) an
Historical Loan Modification Report not later than each Report Date, commencing
in April 2003, (ix) an Historical Liquidation Report not later than each Report
Date, commencing in April 2003; and (x) an REO Status Report on each Report
Date, commencing in April 2003. The information that pertains to Specially
Serviced Mortgage Loans and REO Properties reflected in such reports shall be
based solely upon the reports delivered by the Special Servicer to the Master
Servicer in writing and on a computer readable medium reasonably acceptable to
the Master Servicer and the Special Servicer one (1) Business Day after the
Determination Date prior to the related Master Servicer Remittance Date in the
form required under Section 9.32. The Master Servicer's responsibilities under
this Section 8.11(g) with respect to REO Mortgage Loans and Specially Serviced
Mortgage Loans shall be subject to the satisfaction of the Special Servicer's
obligations under Section 9.32. The reporting obligations of the Master Servicer
in connection with any A/B Mortgage Loan shall be construed to refer only to
such information regarding the A/B Mortgage Loan (and its related Mortgaged
Property) and by reference to the related A Note only, but whenever the Master
Servicer remits funds to the holder of the related B Note, it shall thereupon
deliver to such holder a remittance report identifying the amounts in such
remittance.

     (h) For each Distribution Date (or, with respect to the B Note, the B Note
Distribution Date), the Master Servicer shall deliver to the Paying Agent (and
solely with respect to any A/B Mortgage Loan, the holder of the related B Note
and solely with respect to any Loan Pair, the holder of the related Companion
Loan), not later than the related Report Date (or, with

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<PAGE>

respect to the B Note, the B Note 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 (and
with respect to a B Note based on the total debt service of the Mortgage Loan
and B Note), (ii) Mortgage Loans (or B Note) 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 (or B Note) 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 (or B Note) that are at least 30 days
delinquent in payment, (v) Mortgage Loans (or B Note) that are within 90 days of
maturity, (vi) Mortgage Loans that are delinquent in respect of real estate
taxes, (vii) Mortgage Loans (or B Note) for which any outstanding advances
exist, (viii) Mortgage Loans (or B Note) that are late after the expiration of
any grace period in making monthly payments three or more times in the preceding
12 months (commencing with the first anniversary of the Closing Date) and (ix)
any Rehabilitated Mortgage Loan until the Mortgagor has made three (3)
consecutive payments. As soon as reasonably practicable after the implementation
date recommended by the CMSA in conjunction with the publication of the CMSA
Watch List for industry use, the Master Servicer shall use such report instead
of the Servicer Watch List described above, but in any event, agrees to use such
report within 3 months after such recommended implementation date.

     (i) If the Master Servicer delivers a notice of drawing to effect a drawing
on any letter of credit or debt service reserve account under which the Trust
has rights as the holder of any Mortgage Loan for purposes other than payment or
reimbursement of amounts contemplated in and by a reserve or escrow agreement
(other than after a default under an applicable Mortgage Loan or B Note), 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, solely with respect to a Pari Passu Loan, the
related Other Operating Adviser, if any) and the Paying Agent and, if
applicable, the B Note Trustee (in respect of the B Note), which notice shall
set forth (i) the unpaid Principal Balance of such Mortgage Loan or B Note
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.

     (j) The Master Servicer, the Special Servicer, the Trustee and the Paying
Agent, as applicable, but not any of the Primary Servicers, shall prepare and
deliver (or make

                                     -185-
<PAGE>

available on their respective websites) to the Operating Adviser (and the
related Other Operating Adviser, if any) the reports and information described
in Exhibit BB (to the extent not otherwise delivered pursuant to this Agreement)
in the form and format and within the time frame set forth therein.

     (k) If the Operating Adviser and the Special Servicer are Affiliates of one
another, a report delivered to one of them by the Master Servicer need not also
be delivered to the other of them.

      SECTION 8.12 ANNUAL STATEMENT AS TO COMPLIANCE. The Master Servicer shall
deliver to the Depositor, the Paying Agent, the Luxembourg Paying Agent, the
Trustee and the B Note Paying Agent on or before March 15 of each year (or March
14 if a leap year), commencing in March 2004, an Officer's Certificate stating,
as to the signer thereof, that (A) a review of the activities of the 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 and the applicable Other Operating Adviser, if any. Promptly
after receipt of such Officer's Certificate, the Depositor shall review the
Officer's Certificate and, if applicable, consult with the Master Servicer as to
the nature of any defaults by the Master Servicer in the fulfillment of any of
the Master Servicer's obligations hereunder.

     SECTION 8.13 ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT. On or
before noon (Eastern Time) on March 15 of each year (or March 14 if a leap
year), commencing in March 2004, the Master Servicer at its expense shall cause
a firm of nationally recognized independent public accountants (which may also
render other services to the Master Servicer) and that is a member of the
American Institute of Certified Public Accountants to furnish a statement to the
Trustee, the Paying Agent, the Luxembourg Paying Agent, the Depositor and the B
Note Paying Agent , 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. Promptly after receipt
of such report, the Depositor shall review the report and, if

                                     -186-
<PAGE>

applicable, consult with the Master Servicer as to the nature of any defaults by
the Master Servicer in the fulfillment of any of the Master Servicer's
obligations hereunder.

     SECTION 8.14 CMSA OPERATING STATEMENT ANALYSIS REPORTS REGARDING THE
MORTGAGED PROPERTIES. Within 105 calendar days after the end of each of the
first three calendar quarters (in each year) for the trailing or quarterly
information received, commencing in the quarter ending on June 30, 2003, the
Master Servicer (in the case of Mortgage Loans that are not Specially Serviced
Mortgage Loans) or the Special Servicer (in the case of Specially Serviced
Mortgage Loans) shall deliver to the Paying Agent, the Operating Adviser, the B
Note Paying Agent and the B Note Operating Adviser a CMSA Operating Statement
Analysis Report and a CMSA Financial File for each Mortgaged Property (in
electronic format), prepared using the non-normalized quarterly and normalized
year-end operating statements and rent rolls received from the related
Mortgagor. Not later than the Report Date occurring in July of each year,
beginning in 2003 for year-end 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 and the Operating Adviser a CMSA 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 CMSA 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, the Trustee and each holder of
a Companion Loan, within 30 days following receipt thereof by the Master
Servicer, copies of any annual, monthly or quarterly financial statements and
rent rolls collected with respect to the Mortgaged Properties. As and to the
extent reasonably requested by the Special Servicer, the Master Servicer shall
make inquiry of any Mortgagor with respect to such information or as regards the
performance of the related Mortgaged Property in general. The Paying Agent shall
provide or make available electronically at no cost to the Certificateholders or
Certificate Owners, the Rating Agencies, the Operating Adviser (and, solely with
respect to a Pari Passu Loan, the related Other Operating Adviser, if any), the
Depositor, the Placement Agents, the Underwriters, and solely as it relates to
any A/B Mortgage Loan, to the holder of the related B Note and solely as it
relates to any Loan Pair, to the holder of the related Companion Loan, the CMSA
Operating Statement Analysis Reports, CMSA Financial Files and NOI Adjustment
Worksheets described above pursuant to Section 5.4(a). The Master Servicer (but
not the Primary Servicers under the Primary Servicing Agreements) shall deliver
the CMSA Operating Statement Analysis Report, the operating statements, rent
rolls, property inspections and NOI Adjustment Worksheet for each Mortgage Loan
using the ARCap Naming Convention.

                                     -187-
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     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 and the holder of a Companion
Loan, if it relates to a Companion Loan), originals or copies of, among other
things, the following items: (i) this Agreement and any amendments thereto, (ii)
all final and released CMSA Operating Statement Analysis Reports and the Master
Servicer Remittance Reports, (iii) all Officer's Certificates (including
Officer's Certificates evidencing any determination of Nonrecoverable Advances)
delivered to the Trustee and the Paying Agent since the Closing Date, (iv) all
accountants' reports delivered to the Trustee and the Paying Agent since the
Closing Date, (v) any and all modifications, waivers and amendments of the terms
of a Mortgage Loan entered into by the Master Servicer and/or the Special
Servicer and (vi) any and all Officers' Certificates (and attachments thereto)
delivered to the Trustee and the Paying Agent to support the Master Servicer's
determination that any Advance was not or, if made, would not be, recoverable.
The Trustee and the Paying Agent will be permitted to require payment of a sum
to be paid by the requesting party (other than the Rating Agencies, the Trustee,
the Paying Agent, any Placement Agent or any Underwriter) sufficient to cover
the reasonable costs and expenses of making such information available.

     (b) Subject to the restrictions described below, the Master Servicer shall
afford the Rating Agencies, the Depositor, the Trustee, the Paying Agent, the
Special Servicer, the Primary Servicers, the Sellers, the Placement Agents, the
Underwriters, the Operating Adviser (and, solely with respect to a Pari Passu
Loan, the related Other Operating Adviser, if any), any Certificateholder, any
holder of a Companion Loan, 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, the Operating Adviser, 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.

                                     -188-
<PAGE>

     (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 Companion Loan, 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 (including (x) with respect to any such claims
relating to a Companion Loan, from amounts held in the related Companion Loan
Custodial Account and (y) with respect to any such claims relating to a B Note,
from amounts held in the related A/B Loan Custodial Account) or otherwise) shall
hold harmless and indemnify the Master Servicer from any loss or expense
(including attorney fees) relating to or arising from such claims.

     (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 Companion Loan, 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 (and the related
Other Operating Adviser, if any) or the Depositor may be accompanied by a letter
from the Master Servicer containing the following provision:

         "By receiving the information set forth herein, you hereby acknowledge
     and agree that the United States securities laws restrict any person who
     possesses material, non-public information regarding the Trust which issued
     Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
     Certificates, Series 2003-TOP9 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

                                     -189-
<PAGE>

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 Sections 5.4 and
8.15, any information prepared by the Master Servicer that is required to be
provided to such holder or prospective purchaser to satisfy the condition set
forth in Rule 144A(d)(4) under the Securities Act, including, without
limitation, copies of the reports and information described in Sections 8.15(a)
and (b).

     Any recipient of information provided pursuant to this Section 8.16 shall
agree that such information shall not be disclosed or used for any purpose other
than the evaluation of the Certificates by such Person and the Master Servicer
shall be permitted to use the letter referred to in Section 8.15(d). Unless the
Master Servicer chooses to deliver the information directly, the Depositor, the
Placement Agents, the Underwriters, the Paying Agent or the Luxembourg Paying
Agent shall be responsible for the physical delivery of the information
requested pursuant to this Section 8.16. As a condition to the Master Servicer
making any report or information available upon request to any Person other than
the parties hereto, the Master Servicer may require that the recipient of such
information acknowledge that the Master Servicer may contemporaneously provide
such information to the Depositor, the Trustee, the Paying Agent, the Luxembourg
Paying Agent, the Placement Agents, the Underwriters, any Rating Agency and/or
the Certificateholders and Certificate Owners. The Master Servicer will be
permitted to require payment of a sum to be paid by the requesting party (other
than the Rating Agencies, the Trustee, the Paying Agent, the Placement Agents or
the Underwriters) sufficient to cover the reasonable costs and expenses of
making such information available.

     SECTION 8.17 INSPECTIONS. The Master Servicer shall, at its own expense,
inspect or cause to be inspected each Mortgaged Property other than Mortgaged
Properties related to Specially Serviced Mortgage Loans, every calendar year
beginning in 2003, or every second calendar year beginning in 2003 if the
Principal Balance of the related Mortgage Loan or Loan Pair is less than
$2,000,000; provided that the Master Servicer shall, at the expense of the
Trust, inspect or cause to be inspected each Mortgaged Property related to a
Mortgage Loan that has a Debt Service Coverage Ratio that falls below 1.0x and;
provided further, that with respect to any Mortgage Loan or Loan Pair that has a
Principal Balance of less than $2,000,000 and has been placed on the Servicer
Watch List, the Master Servicer shall, at the expense of the Trust and at
request of the Controlling Class, inspect or cause to be inspected the related
Mortgaged

                                     -190-
<PAGE>

Property every calendar year beginning in 2003 so long as such Mortgage Loan or
Loan Pair continues to be on the Servicer Watch List; provided, if such Mortgage
Loan or Loan Pair is no longer on the Servicer Watch List at the time the
inspection was scheduled, no such inspection shall be required. The Master
Servicer shall prepare an Inspection Report relating to each inspection. The
Master Servicer shall promptly forward the applicable Inspection Report to the
Rating Agencies, the Placement Agents, the Underwriters, the Depositor, the
Trustee, the Paying Agent, the Operating Adviser, the Special Servicer, solely
as it relates to any Loan Pair, to the holder of the related Companion Loan, and
solely as it relates to any A/B Mortgage Loan, to the holder of the related B
Note, and upon request, to any Certificateholder, any Certificate Owner, 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 (including, without limitation, Master Servicer Consent Matters set forth
in Section 8.3(a) hereof) other than a Money Term of a Mortgage Loan, Companion
Loan or B Note that is not a Specially Serviced Mortgage Loan, provided that
such amendment would not result in an Adverse REMIC Event (including in the case
of any A Note, any Adverse REMIC Event with respect to the related 1290 Avenue
of the Americas Loan Securities) or, in the case of the l290 B Note, affect the
tax status of the B Note Trust; 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
(or, so long as no Control Appraisal Event has occurred with respect to the
related A/B Mortgage Loan, 10 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 which is not a Master Servicer Consent Matter
(including, without limitation, any waiver of any requirement that the Mortgagor
post additional reserves or a letter of credit upon the failure of the Mortgagor
to satisfy conditions specified in the Mortgage Loan documents), the Master
Servicer shall provide to the Special Servicer a copy of the Master Servicer's
recommendation and the relevant information obtained or prepared by the Master
Servicer in connection therewith; provided, that (A) the Special Servicer shall
have the right hereunder to grant or withhold consent to any such proposed
modification, waiver, amendment or consent, and such consent of the Special
Servicer shall not be unreasonably withheld, consistent with the Servicing
Standard, (B) failure of the Special Servicer to notify the

                                     -191-
<PAGE>

Master Servicer, within five Business Days (or, so long as no Control Appraisal
Event has occurred with respect to the related A/B Mortgage Loan, 10 Business
Days) following the Master Servicer's delivery of the recommendation described
above, of its determination to grant or withhold such consent shall be deemed to
constitute a grant of such consent and (C) the Master Servicer shall not enter
into any such proposed modification, waiver, amendment or consent unless it has
received the written consent of the Special Servicer or such consent has been
deemed to have been granted as described above. Notwithstanding anything in this
Agreement to the contrary, the Master Servicer shall not be required to obtain
or request the consent of the Special Servicer in connection with any
modification, waiver or amendment, or granting its consent to transactions,
under one or more of the Mortgage Loans that in each case the Master Servicer
has determined (in accordance with the Servicing Standard) is immaterial. In any
event, the Master Servicer shall promptly notify the Special Servicer of any
material modification, waiver, amendment or consent executed by the Master
Servicer pursuant to this Section 8.18(a)(i) and provide to the Special Servicer
a copy thereof. Notwithstanding the foregoing provisions of this Section 8.18,
if the Mortgage Loan documents require a Mortgagor to pay a fee for an
assumption, modification, waiver, amendment or consent that would be due or
partially due to the Special Servicer, then the Master Servicer shall not waive
the portion of such fee due to the Special Servicer without the Special
Servicer's approval. Notwithstanding any other provisions of this Section 8.18,
the parties hereto agree that (i) the Depositor or any Affiliate thereof shall
have the right to cause the Borrower to execute amended and restated notes
evidencing all or fewer than all of the component loans of the 1290 Avenue of
the Americas Companion Loan then owned by the Depositor or any Affiliate, solely
upon the terms set forth in the last paragraph of Section 3.1 of the related
Loan Pair Intercreditor Agreement, and (ii) the Master Servicer is hereby
authorized and directed to execute, on behalf of (x) the Trustee, as holder of
the 1290 Avenue of the Americas Pari Passu Loan, (y) the B Note Trustee, as
holder of the 1290 B Note, and (z) the Depositor or any Affiliate thereof,
including without limitation Morgan Stanley Dean Witter Mortgage Capital Inc.,
as holder of the 1290 Avenue of the Americas Companion Loan, a corresponding
amendment to the related loan agreement, solely upon the terms set forth in the
last paragraph of Section 3.1 of the related Loan Pair Intercreditor Agreement.

     Notwithstanding the foregoing, the Special Servicer acknowledges that the
Master Servicer has delegated certain tasks, rights and obligations to the
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 each
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 the Special Servicer for consent in
accordance with the terms of the Primary Servicing Agreements upon a
determination of materiality. The Special Servicer acknowledges such provisions.
Nothing in this Agreement, however, shall grant the Primary Servicers greater
authority, discretion or

                                     -192-
<PAGE>

delegated rights over Post Closing Requests than are set forth in the Primary
Servicing Agreements.

          (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 and
the holders of the related Companion Loan and the related B Note (as a
collective whole) on a net present value basis than liquidation of such Mortgage
Loan and the Mortgagor has obtained an executed written commitment (subject only
to satisfaction of conditions set forth therein) for refinancing of the Mortgage
Loan or purchase of the related Mortgaged Property. The Master Servicer shall
process all such extensions and shall be entitled to (as additional servicing
compensation) 100% of any extension fees collected from a Mortgagor with respect
to any such extension.

     (b) The Master Servicer may require, in its discretion (unless prohibited
or otherwise provided in the Mortgage Loan documents), as a condition to
granting any request by a Mortgagor for any consent, modification, waiver or
amendment, that such Mortgagor pay to the Master Servicer a reasonable and
customary modification fee to the extent permitted by law; provided that the
collection of such fee shall not be permitted if collection of such fee would
cause a "significant modification" (within the meaning of Treasury Regulation
Section 1.860G-2(b) of the Mortgage Loan). The Master Servicer shall be entitled
to (as additional servicing compensation) 100% of any Modification Fees
collected from a Mortgagor in connection with a consent, waiver, modification or
amendment of a non-Specially Serviced Mortgage Loan executed or granted pursuant
to Section 8.3 or this Section 8.18. The Master Servicer may charge the
Mortgagor for any costs and expenses (including attorneys' fees and rating
agency fees) incurred by the Master Servicer or the Special Servicer (which
amounts shall be reimbursed to the Special Servicer) in connection with any
request for a modification, waiver or amendment. The Master Servicer agrees to
use its best reasonable efforts in accordance with the Servicing Standard to
collect such costs, expenses and fees from the Mortgagor, provided that the
failure or inability of the Mortgagor to pay any such costs and expenses shall
not impair the right of the Master Servicer to cause such costs and expenses
(but not including any modification fee), and interest thereon at the Advance
Rate, to be paid or reimbursed by the Trust as a Servicing Advance (to the
extent not paid by the Mortgagor). If the Master Servicer believes that the
costs and expenses (including attorneys' fees) to be incurred by the Master
Servicer in connection with any request for a modification, waiver or amendment
will result in a payment or reimbursement by the Trust, then the Master Servicer
shall notify the Special Servicer.

     (c) The Master Servicer shall notify the Trustee, the Paying Agent, the
Operating Adviser 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



                                     -193-
<PAGE>

Mortgage Loan. The Master Servicer shall notify the holder of the B Note and
Companion Loan of any modification of the monthly payments of an A/B Mortgage
Loan or Loan Pair, as the case may be, and such monthly payments shall be
allocated in accordance with the related Intercreditor Agreement.

     (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.

     (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.

SECTION 8.19 SPECIALLY SERVICED MORTGAGE LOANS.

     (a) The Master Servicer shall send a written notice to the Special
Servicer, the Operating Adviser, the Rating Agencies, the Paying Agent, the
Trustee and solely as it relates to any A/B Mortgage Loan, to the holder of the
related B Note and solely as it relates of any Loan Pair, to the holder of the
related Companion Loan, within two Business Days after becoming aware of a
Servicing Transfer Event with respect to a Mortgage Loan, which notice shall
identify the related Mortgage Loan and set forth in reasonable detail the nature
and relevant facts of such Servicing Transfer Event and whether such Mortgage
Loan is covered by an Environmental Insurance Policy (and for purposes of
stating whether such Mortgage Loan is covered by an Environmental Insurance
Policy the Master Servicer may rely on Schedule XVI 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



                                     -194-
<PAGE>


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;

          (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;


                                     -195-
<PAGE>

          (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 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 (including with respect to any 1290 Avenue of the
Americas Loan Securities rated by a Rating Agency). 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



                                     -196-
<PAGE>


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 (including
with respect to any securities rated by a Rating Agency evidencing interests in
the A Notes and B Note) 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 Depositor, the Special Servicer, the Primary Servicers, the
holder of the B Note (only if such assignment/delegation relates to the related
A/B Mortgage Loan), the holder of the Companion Loan (only if such
assignment/delegation relates to the related Loan Pair) and the Trustee notice
of such assignment and delegation; (ii) such purchaser or transferee accepting
such assignment and delegation executes and delivers to the Depositor and the
Trustee an agreement accepting such assignment, which contains an assumption by
such Person of the rights, powers, duties, responsibilities, obligations and
liabilities of the Master Servicer, with like effect as if originally named as a
party to this Agreement 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


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Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Placement
Agents, the Underwriters, the holder of any Companion Loan, 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,
the interests of the holder of any B Note or the interests of the holder of any
Companion Loan (subject to the Special Servicer's servicing of Specially
Serviced Mortgage Loans as contemplated herein), or shall undertake any such
action if instructed to do so by the Trustee. In such event, all legal expenses
and costs of such action shall be expenses and costs of the Trust, and the
Master Servicer shall be entitled to be reimbursed therefor as Servicing
Advances as provided by Section 5.2, subject to the provisions of Section 4.4
hereof.

     (b) In addition, the Master Servicer shall have no liability with respect
to, and shall be entitled to conclusively rely on as to the truth of the
statements and the correctness of the opinions expressed in any certificates or
opinions furnished to the Master Servicer and conforming to the requirements of
this Agreement. Subject to the Servicing Standard, the Master Servicer shall
have the right to rely on information provided to it by the Special Servicer and
Mortgagors, and will have no duty to investigate or verify the accuracy thereof.
Neither the Master Servicer, nor any director, officer, employee, agent or
Affiliate, shall be personally liable for any error of judgment made in good
faith by any officer, unless it shall be proved that the Master Servicer or such
officer was negligent in ascertaining the pertinent facts. Neither the Master
Servicer nor any director, officer, employee, agent or Affiliate, shall be
personally liable for any action taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion, rights or powers
conferred upon it by this Agreement.

     (c) The Master Servicer shall not be obligated to incur any liabilities,
costs, charges, fees or other expenses which relate to or arise from any breach
of any representation, warranty or covenant made by the Depositor, the Special
Servicer, the Paying Agent, Trustee or the Fiscal Agent in this Agreement. The
Trust shall indemnify and hold harmless the Master Servicer from any and all
claims, liabilities, costs, charges, fees or other expenses which relate to or
arise from any such breach of representation, warranty or covenant to the extent
the Master Servicer is unable to recover such amounts from the Person in breach.

     (d) Except as otherwise specifically provided herein:

          (i) the Master Servicer may rely, and shall be protected in acting or
refraining from acting upon, any resolution, officer's certificate, certificate
of auditors or any


                                     -198-
<PAGE>


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 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


                                     -199-
<PAGE>


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 (the "Master Servicer Indemnified Parties") shall be indemnified
and held harmless by the Trust out of collections on, and other proceeds of, the
Mortgage Loans, Companion Loans and B Notes, as provided in the following
paragraph, against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments and any other costs, liabilities, fees
and expenses (collectively, "Master Servicer Losses") incurred in connection
with any legal action relating to this Agreement, any Mortgage Loans, any
Companion Loans, any B Notes, any REO Property, the Certificates or any other
1290 Avenue of the Americas Loan Securities 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.

     Except as provided in the following sentence, indemnification for Master
Servicer Losses described in the preceding paragraph (including in the case of
such Master Servicer Losses that relate primarily to the administration of the
Trust, to any REMIC formed hereunder or to any determination respecting the
amount, payment or avoidance of any tax under the REMIC provisions of the Code
or the actual payment of any REMIC tax or expense) shall be paid out of
collections on, and other proceeds of, the Mortgage Loans as a whole but not out
of collections on, or other proceeds of, any Companion Loan or B Note. In the
case of any such Master Servicer Losses that do not relate primarily to the
administration of the Trust, to any REMIC formed hereunder or to any
determination respecting the amount, payment or avoidance of any tax under the
REMIC provisions of the Code or the actual payment of any REMIC tax or expense:

     (1) if such Master Servicer Losses relate to any Loan Pair, then such
indemnification shall be paid (x) first, out of collections on, and other
proceeds of, the related Pari Passu Loan and the related Companion Loans, in the
relative proportions provided for in the applicable Intercreditor Agreement and
(y) if the collections and proceeds described in subclause (x) of this clause
(1) are not sufficient to so indemnify the Master Servicer Indemnified Parties
on a current basis, then the balance of such indemnification shall be paid out
of collections on, and other proceeds of, the Mortgage Loans as a whole; and

     (2) if such Master Servicer Losses relate to any A/B Mortgage Loan, then
such indemnification shall be paid (x) first, if and to the extent permitted
under the applicable Intercreditor Agreement, out of collections on, and other
proceeds of, the B Note or B Notes related to such A/B Mortgage Loan, (y) if the
collections and proceeds described in subclause (x) of this clause (2) are not
sufficient to so indemnify the Master Servicer Indemnified Parties on a current
basis, then the balance of such indemnification shall be paid out of collections
on, and other proceeds of, the related Pari Passu Loan and the related Companion
Loans, in the relative proportions provided for in the applicable Intercreditor
Agreement and (z) if the aggregate collections and proceeds described in
subclauses (x) and (y) of this clause (2) are not sufficient to



                                     -200-
<PAGE>


so indemnify the Master Servicer Indemnified Parties on a current basis, then
the balance of such indemnification shall be paid out of collections on, and
other proceeds of, the Mortgage Loans as a whole.

     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 (and, if and to the extent that the amount due shall be paid from
collections on, and other proceeds of, any Companion Loan or any B Note, as
described above, out of the related Companion Loan Custodial Account or the
related A/B Loan Custodial Account) any payments certified by the Master
Servicer to the Trustee and the Paying Agent as required to be made to the
Master Servicer pursuant to this Section 8.25.

     (b) The Master Servicer agrees to indemnify the Trustee, the Fiscal Agent,
the Special Servicer, the Trust, the Depositor, the Paying Agent, and any
director, officer, employee, agent or Controlling Person thereof, and hold them
harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that the Trustee, the Fiscal Agent, the Special Servicer, the
Depositor, the Paying Agent and the Trust may sustain arising from or as a
result of the willful misfeasance, bad faith or negligence in the performance of
any of the Master Servicer's duties hereunder or by reason of negligent
disregard of the Master Servicer's obligations and duties hereunder (including a
breach of such obligations a substantial motive of which is to obtain an
economic advantage from being released from such obligations), and if in any
such situation the Master Servicer is replaced, the parties hereto agree that
the amount of such claims, losses, penalties, fines, legal fees and related
costs, judgments, and other costs, liabilities, fees and expenses shall at least
equal the incremental costs, if any, of retaining a successor servicer. The
Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the
Depositor, as applicable, shall immediately notify the Master Servicer if a
claim is made by any Person with respect to this Agreement or the Mortgage Loans
entitling the Trustee, the Fiscal Agent, the Depositor, the Special Servicer,
the Paying Agent or the Trust to indemnification under this Section 8.25(b),
whereupon the Master Servicer shall assume the defense of any such claim (with
counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special
Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Master Servicer shall not
affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the
Depositor, the Paying Agent or the Trust may have to indemnification under this
Agreement or otherwise, unless the Master Servicer's defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement and the resignation or termination of the
Master Servicer, the Fiscal Agent, the Special Servicer, the Paying Agent and
the Trustee. Any expenses incurred or indemnification payments made by the
Master Servicer 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.


                                     -201-
<PAGE>


     (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 related Primary Servicing Agreement. The Trustee, the Paying Agent or
the Master Servicer shall promptly make from the Certificate 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



                                     -202-
<PAGE>

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 Trust's satisfaction of its
reporting requirements under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Within 15 days after each Distribution Date, the Paying
Agent shall prepare, execute and file on behalf of the Trust any Forms 8-K
customary for similar securities as required by the Exchange Act and the rules
and regulations of the Securities and Exchange Commission (the "Commission")
thereunder; provided that the Depositor shall file the initial Form 8-K in
connection with the issuance of the Certificates. The Paying Agent shall file
each Form 8-K with a copy of the related Monthly Certificateholders Report
attached thereto. If the Depositor directs that any other attachments are to be
filed with any Form 8-K, such attachments shall be delivered to the Paying Agent
in Edgar-compatible form or as otherwise agreed upon by the Paying Agent and the
Depositor, at the Depositor's expense, and any necessary conversion to
EDGAR-compatible format will be at the Depositor's expense. Prior to March 30th
of each year (or such earlier date as may be required by the Exchange Act and
the rules and regulations of the Commission), the Paying Agent shall prepare and
file a Form 10-K, in substance as required by applicable law or applicable
interpretations thereof of the staff of the Commission. Such Form 10-K shall
include as exhibits each annual statement of compliance described under Sections
8.12 and 9.18 and each accountant's report described under Sections 8.13 and
9.19, in each case to the extent they have been timely delivered to the Paying
Agent. If they are not so timely delivered, the Paying Agent shall file an
amended Form 10-K including such documents as exhibits reasonably promptly after
they are delivered to the Paying Agent. Each Form 10-K shall also include any
Sarbanes-Oxley Certification required to be included therewith, as described in
paragraph (b) of this Section 8.26. The Paying Agent shall have no liability
with respect to any failure to properly prepare or file such periodic reports
resulting from the Paying Agent's inability or failure to obtain any information
not resulting from its own negligence, bad faith or willful misconduct. Prior to
January 30 of the first year in which the Paying Agent is able to do so under
applicable law, the Paying Agent shall file a Form 15 relating to the automatic
suspension of reporting in respect of the Trust under the Exchange Act.

     (b) The Form 10-K shall include any certification (the "Sarbanes-Oxley
Certification") required to be included therewith pursuant to the Sarbanes-Oxley
Act of 2002, and the rules and regulations of the Commission promulgated
thereunder (including any interpretations thereof by the Commission's staff) and
a copy of such Sarbanes-Oxley Certification shall be provided to the Rating
Agencies. The Master Servicer, the Special Servicer, each Primary Servicer and
the Paying Agent (each, a "Performing Party") shall provide to the Person who
signs the Sarbanes-Oxley Certification (the "Certifying Person") a certification
(each, a "Performance Certification"), in form and substance reasonably
satisfactory to the Depositor and the Certifying Person, on which the Certifying
Person, the entity for which the Certifying Person acts as an officer (if the
Certifying Person is an individual), and such entity's officers, directors and
Affiliates (collectively with the Certifying Person, "Certification Parties")


                                     -203-
<PAGE>

can rely, relating to the accuracy and completeness of the information and
reports provided under this Agreement by such Performing Party. Notwithstanding
the foregoing, nothing in this paragraph shall require any Performing Party to
(i) certify or verify the accurateness or completeness of any information
provided to such Performing Party by third parties, (ii) to certify information
other than to such Performing Party's knowledge or (iii) with respect to
completeness of information and reports, to certify anything other than that all
fields of information called for in written reports prepared by such Performing
Party have been completed except as they have been left blank on their face. In
addition, if the Performing Party is the Master Servicer or Special Servicer,
such Performing Party shall execute a reasonable reliance certificate to enable
the Certification Parties to rely upon each annual statement of compliance
provided pursuant to Sections 8.12 and 9.18, and shall include a certification
that each such annual statement of compliance discloses any deficiencies or
defaults described to the certified public accountants of such Performing Party
to enable such accountants to render the certificate provided for in Sections
8.13 and 9.19. If directed by the Depositor, such Performing Party shall provide
an identical certification to Depositor's certified public accountants that such
Performing Party provided to its own certified public accountants to the extent
such certification relates to the performance of such Performing Party's duties
pursuant to this Agreement or a modified certificate limiting the certification
therein to the performance of such Performing Party's duties pursuant to this
Agreement. In the event any Performing Party is terminated or resigns pursuant
to the terms of this Agreement, such Performing Party shall provide a
Performance Certification to the Depositor pursuant to this Section 8.26(b) with
respect to the period of time it was subject to this Agreement.

     (c) Each Performing Party shall indemnify and hold harmless each
Certification Party from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses incurred by such Certification Party arising out of
(i) an actual breach by the applicable Performing Party of its obligations under
this Section 8.26 or (ii) negligence, bad faith or willful misconduct on the
part of the Performing Party in the performance of such obligations.

     (d) Nothing contained in this Section 8.26 shall be construed to require
any party to this Agreement, or any of such party's officers, to execute any
Form 10-K or any Sarbanes-Oxley Certification. The failure of any party to this
Agreement, or any of such party's officers, to execute any Form 10-K or any
Sarbanes-Oxley Certification shall not be regarded as a breach by such party of
any of its obligations under this Agreement. The Depositor, each Performing
Party and the Paying Agent hereby agree to negotiate in good faith with respect
to compliance with any further guidance from the Commission or its staff
relating to the execution of any Form 10-K and any Sarbanes-Oxley Certification.
In the event such parties agree on such matters, this Agreement shall be amended
to reflect such agreement pursuant to Section 13.3, which amendment shall not
require any Opinions of Counsel, Officer's Certificates, Rating Agency
Confirmations or the consent of any Certificateholder, notwithstanding anything
to the contrary contained in this Agreement.

     SECTION 8.27 COMPLIANCE WITH REMIC PROVISIONS. The Master Servicer shall
act in accordance with this Agreement and the REMIC Provisions and related
provisions of the Code in order to create or maintain the status of the REMICs
created hereby as REMICs under the Code. The Master Servicer shall take no
action or cause any REMIC Pool to take any action that could (i) endanger the
status of any REMIC Pool as a REMIC under the Code or (ii) result in



                                     -204-
<PAGE>


the imposition of a tax upon any REMIC Pool (including, but not limited to, the
tax on prohibited transactions as defined in Code Section 860F(a)(2) or on
prohibited contributions pursuant to Section 860G(d)) unless the Trustee shall
have received a Nondisqualification Opinion (at the expense of the party seeking
to take such action) to the effect that the contemplated action will not
endanger such status or result in the imposition of such tax. The Master
Servicer shall comply with the provisions of Article XII hereof.

     SECTION 8.28 TERMINATION. The obligations and responsibilities of the
Master Servicer created hereby (other than the obligation of the Master Servicer
to make payments to the Paying Agent as set forth in Section 8.29 and the
obligations of the Master Servicer to the Trustee, the Paying Agent, the Fiscal
Agent, the Special Servicer and the Trust) shall terminate (i) on the date which
is the later of (A) the final payment or other liquidation of the last Mortgage
Loan remaining outstanding (and final distribution to the Certificateholders) or
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) if an Event of Default described in clauses
8.28(a)(iii), (iv), (v), (vi) 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), (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

          (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



                                     -205-
<PAGE>


Servicer by the Depositor or the Trustee, provided, however, that if the Master
Servicer certifies to the Trustee and the Depositor that the Master Servicer is
in good faith attempting to remedy such breach, such cure period will be
extended to the extent necessary to permit the Master Servicer to cure such
breach; provided, further that such cure period may not exceed 90 days; or

          (v) the Trustee shall receive notice from Fitch to the effect that the
continuation of the Master Servicer in such capacity would result in the
downgrade, qualification or withdrawal of any rating then assigned by Fitch to
any Class of Certificates or a similar event occurs with respect to any 1290
Avenue of the Americas Loan Securities that are rated by Moody's Investors
Service, Inc.; or

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

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

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

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

          (x) the Master Servicer is removed from S&P's approved master servicer
list and is not reinstated within 60 days 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.

     (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



                                     -206-
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S&P and the initial Master Servicer has a commercial loan master servicer rating
of at least "CMS3" (or its equivalent) by Fitch or a commercial loan primary
servicer rating of at least "CPS3" (or its equivalent) by Fitch, 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 either Principal
Global Investors, LLC or JHREF or of the related sub-servicer under the related
sub-servicing agreement (in effect as of the date hereof) of GMAC Commercial
Mortgage Corporation only in its capacity as Sub-Servicer under the related
sub-servicing agreement. 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 Fitch and 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 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



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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(b), entered into a new primary servicing
agreement with the predecessor Master Servicer in substantially the same form as
Exhibit AA attached hereto. Except as provided in the next sentence, the Trustee
may not succeed the Master Servicer as servicer until and unless it has
satisfied the provisions that would apply to a Person succeeding to the business
of the Master Servicer pursuant to Section 8.22(b) hereof. Notwithstanding the
foregoing sentence, in the event that the Master Servicer is terminated as a
result of an event described in Section 8.28(a)(vii), 8.28(a)(viii) or
8.28(a)(ix), the Trustee shall act as successor servicer immediately upon
delivery of a notice of termination to the Master Servicer and shall use
commercially reasonable efforts within 90 days of assuming the duties of the
Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof or
to transfer the duties of the Master Servicer to a successor servicer who has
satisfied such conditions. The Trustee is hereby authorized and empowered to
execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicer agrees to cooperate with the Trustee, the Paying Agent and the Fiscal
Agent in effecting the termination of the Master Servicer's responsibilities and
rights hereunder as Master Servicer including, without limitation, notifying
Mortgagors of the assignment of the servicing function and providing the Trustee
all documents and records in electronic or other form reasonably requested by it
to enable the successor servicer designated by the Trustee to assume the Master
Servicer's functions hereunder and to effect the transfer to such successor for
administration by it of all amounts which shall at the time be or should have
been deposited by the Master Servicer in the Certificate Account and any other
account or fund maintained or thereafter received with respect to the Mortgage
Loans.

     (c) If the Master Servicer receives a written notice of termination
pursuant to clause (ii) of Section 8.28(a) relating solely to an Event of
Default set forth in clause (v), (vi) or (x) of Section 8.28(a), and if the
Master Servicer provides the Trustee with the appropriate "request for proposal"
materials within five Business Days after receipt of such written notice of
termination, then the Trustee shall promptly thereafter (using such "request for
proposal" materials provided by the Master Servicer) solicit good faith bids for
the rights to service the Mortgage Loans under this Agreement from at least
three but no more than five Qualified Bidders or, if three Qualified Bidders
cannot be located, then from as many persons as the Trustee can determine are
Qualified Bidders. At the Trustee's request, the Master Servicer shall supply
the Trustee with the names of Persons from whom to solicit such bids. In no
event shall the Trustee be responsible if less than three Qualified Bidders
submit bids for the right to service the Mortgage Loans under this Agreement.

     (d) Each bid proposal shall require any Successful Bidder, as a condition
of its bid, to enter into this Agreement as successor Master Servicer, and to
agree to be bound by the terms hereof 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



                                     -208-
<PAGE>


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(b).

     Notwithstanding the foregoing, if an Event of Default on the part of the
Master Servicer affects only the 1290 A/B Mortgage Loan, the Master Servicer
may, at its option, appoint a primary servicer that will be responsible for
primary servicing the 1290 A/B Mortgage Loan, and from and after such
appointment and the receipt of the related Rating Agency Confirmation, the
Master Servicer may not be terminated as a result of that particular Event of
Default but in that event, the Master Servicer shall retain its obligations
hereunder to supervise the performance of the primary servicer's performance
hereunder. In connection with such appointment, the Master Servicer must obtain
written confirmation from the applicable Rating Agencies that such appointment
will not result in a qualification, downgrade or withdrawal of any of the
ratings then assigned to the Certificates or any 1290 Avenue of the Americas
Loan Securities (or if such Event of Default results from the actual or proposed
qualification, downgrade or withdrawal of any Certificates or 1290 Avenue of the
Americas Loan Securities, the Master Servicer must obtain written confirmation
from the applicable Rating Agencies that such qualification, downgrade or
withdrawal has been reversed, or is no longer proposed). In no event shall the
servicing fee payable to the Master Servicer and any primary servicer appointed
pursuant to this paragraph with respect to the 1290 A/B Mortgage Loan be greater
than the fee payable to the Master Servicer hereunder.


                                     -209-
<PAGE>


     SECTION 8.30 OPERATING ADVISER CONTACT WITH MASTER SERVICER AND SPECIAL
SERVICER.

     No less often than on a monthly basis or as agreed upon by the Master
Servicer and the Operating Adviser, each of the Master Servicer and the Special
Servicer shall, without charge, make a Servicing Officer available to answer
questions from the Operating Adviser regarding the performance and servicing of
the Mortgage Loans and/or REO Properties for which the Master Servicer or the
Special Servicer, as the case may be, is responsible. Each Primary Servicer
shall make a Servicing Officer available on any such call to answer questions
from the Operating Adviser regarding the Mortgage Loans and/or REO Properties
that it services.

                                   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 and, solely as it relates to any Loan Pair, for the benefit
of the holder of the related Companion Loan, the Special Servicer shall service
the Specially Serviced Mortgage Loans and manage the related REO Properties in
accordance with the provisions of this Agreement and the Servicing Standard (and
in the event that (i) a Companion Loan is deposited into the Other
Securitization and (ii) the Depositor elects that the related Loan Pair should
be specially serviced by the Other Special Servicer pursuant to the terms of the
Other Pooling and Servicing Agreement, subject to the servicing of the related
Pari Passu Loan by the Other Special Servicer in accordance with the terms of
the Other Pooling and Servicing Agreement). Certain of the provisions of this
Article IX make explicit reference to their applicability to Mortgage Loans, any
Companion Loan and any B Note; notwithstanding such explicit references,
references in this Article IX to "Mortgage Loans" shall be construed, unless
otherwise specified, to refer also to such B Note and such Companion Loan (but
any other terms that are defined in Article I and used in this Article IX shall
be construed according to such definitions without regard to this sentence).

     (b) The Special Servicer shall cooperate with the Master Servicer and
provide the Master Servicer with the information reasonably requested by the
Master Servicer, in writing, to the extent required to allow the Master Servicer
to perform its servicing obligations with respect to the Specially Serviced
Mortgage Loans hereunder; provided, however, that (i) the Special Servicer shall
not be required to produce any ad hoc reports or incur any unusual expense or
effort in connection therewith and (ii) if the Special Servicer elects to
provide such ad hoc reports, the Special Servicer may require the Master
Servicer to pay a reasonable fee to cover the costs of the preparation thereof.
The Special Servicer's obligations with respect to the servicing of any
Specially Serviced Mortgage Loan and any related REO Properties shall terminate
when such Specially Serviced Mortgage Loan has become a Rehabilitated Mortgage
Loan, unless and until another Servicing Transfer Event with respect to such
Rehabilitated Mortgage Loan occurs.


                                     -210-
<PAGE>


     (c) The Special Servicer shall send a written notice to the Master
Servicer, the Operating Adviser and the Paying Agent within two Business Days
after becoming aware that a Mortgage Loan has become a Rehabilitated Mortgage
Loan, which notice shall identify the applicable Mortgage Loan. Upon the receipt
of such notice by the Master Servicer and the Paying Agent, such Mortgage Loan
shall become a Rehabilitated Mortgage Loan and will be serviced by the Master
Servicer.

     (d) Upon the occurrence of a Servicing Transfer Event with respect to a
Mortgage Loan and upon the reasonable request of the Special Servicer, the
Master Servicer shall mark its records for such Mortgage Loan to cause any
monthly statements for amounts due on such Mortgage Loan to be sent thereafter
to the Special Servicer rather than the related Mortgagor. Upon receipt of any
such monthly statement, the Special Servicer shall, within two Business Days,
advise the Master Servicer of any changes to be made, and return the monthly
statement to the Master Servicer. The Master Servicer shall thereafter promptly
send the corrected monthly statement to the Mortgagor. If a Mortgage Loan
becomes a Rehabilitated Mortgage Loan, the Master Servicer shall send the
monthly statement to the Mortgagor as it did before such Mortgage Loan became a
Specially Serviced Mortgage Loan.

     (e) All amounts collected by the Master Servicer with respect to a
Specially Serviced Mortgage Loan (other than a Mortgage Loan that has become an
REO Mortgage Loan and a Specially Serviced Mortgage Loan that is a B Note or a
Companion Loan) shall be deposited in the Certificate Account, and all amounts
collected by the Master Servicer with respect to a Specially Serviced Mortgage
Loan that is a B Note shall be deposited in the related A/B Loan Custodial
Account and all amounts collected by the Master Servicer with respect to a
Specially Serviced Mortgage Loan that is a Companion Loan shall be deposited in
the related Companion Loan Custodial Account. The Master Servicer shall within
three Business Days after receipt of any such payment, notify the Special
Servicer of the receipt of such payment and the amount thereof. The Special
Servicer shall, within one Business Day thereafter, instruct the Master Servicer
in writing how to apply such payment (with the application of such payments to
be made in accordance with the related Mortgage Loan documents (including the
related Intercreditor Agreement, if any) or in accordance with this Agreement,
as applicable).

     (f) After the occurrence of any Servicing Transfer Event with respect to
any one or more Mortgage Loans that are the subject of any Environmental
Insurance Policy, (i) the Special Servicer shall monitor the dates by which any
claim must be made or action must be taken under such Environmental Insurance
Policy to achieve the payment of all amounts thereunder to which the Trust is
entitled in the event the Special Servicer has actual knowledge of any event
giving rise to a claim under such Environmental Insurance Policy (an "Insured
Environmental Event") and (ii) if the Special Servicer has actual knowledge of
an Insured Environmental Event with respect to such Mortgage Loan, the Special
Servicer shall take reasonable actions as are in accordance with the Servicing
Standard and the terms and conditions of the related Environmental Insurance
Policy to make a claim thereunder and achieve the payment of all amounts to
which the Trust is entitled thereunder. Any legal fees or other out-of-pocket
costs incurred in accordance with the Servicing Standard in connection with any
such claim shall be paid by, and reimbursable to, the Master Servicer (of if
applicable, the Special 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.


                                     -211-
<PAGE>

     SECTION 9.2 FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY OF
SPECIAL SERVICER. The Special Servicer, at its expense, shall maintain in effect
a Servicer Fidelity Bond and a Servicer Errors and Omissions Insurance Policy.
The Servicer Errors and Omissions Insurance Policy and Servicer Fidelity Bond
shall be issued by a Qualified Insurer (unless the Special Servicer self insures
as provided below) and be in form and amount consistent with the Servicing
Standard. In the event that any such Servicer Errors and Omissions Insurance
Policy or Servicer Fidelity Bond ceases to be in effect, the Special Servicer
shall obtain a comparable replacement policy or bond from an insurer or issuer
meeting the requirements set forth above as of the date of such replacement. So
long as the long-term rating of the Special Servicer is not less than two rating
categories (ignoring pluses or minuses) lower than the highest rating of the
Certificates, but in any event not less than "A" as rated by Fitch and "BBB" as
rated by S&P, the Special Servicer may self-insure for the Servicer Fidelity
Bond and the Servicer Error and Omissions Insurance Policy.

     SECTION 9.3 SUB-SERVICERS. The Special Servicer shall have the right to use
a Sub-Servicer on the same terms and conditions as those set forth in Section
8.4 for a Sub-Servicer of the Master Servicer. The Special Servicer shall notify
the Master Servicer, Trustee and solely as it relates to any A/B Mortgage Loan,
the holder of the related B Note, and solely as it relates to any Loan Pair, the
holder of the related Companion Loan, of the appointment of any Sub-Servicer of
the Special Servicer. With respect to any successor special servicer (and not
the initial Special Servicer), such successor special servicer shall not use a
Sub-Servicer unless it shall have received a Rating Agency Confirmation from
Fitch that such appointment will not in and of itself result in the withdrawal,
downgrade, or qualification, as applicable, of the then current rating assigned
by such Rating Agency to any Class of Certificates then rated by such Rating
Agency, provided that this requirement shall not prevent any special servicer
from hiring an Independent Contractor or an agent to assist it in the
performance of its duties hereunder.

     SECTION 9.4 SPECIAL SERVICER GENERAL POWERS AND DUTIES.

     (a) Subject to the other terms and provisions of this Agreement, the
Special Servicer is hereby authorized and empowered when the Special Servicer
believes it appropriate in accordance with the Servicing Standard, to take any
and all the actions with respect to Specially Serviced Mortgage Loans which the
Master Servicer may perform as set forth in Section 8.3(a), including (i) to
execute and deliver, on behalf of itself or the Trust (or holder of a B Note or
Companion Loan, as applicable), any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge and all other
comparable instruments, with respect to the Specially Serviced Mortgage Loans
and with respect to the related REO Properties and (ii) to effectuate
foreclosure or other conversion of the ownership of any REO Property securing a
Mortgage Loan. The Trustee shall execute on the Closing Date a Power of Attorney
in the form of Exhibit S-2 hereto and shall furnish the Special Servicer from
time to time, upon request, with any additional powers of attorney of the Trust,
empowering the Special Servicer to take such actions as it determines to be
reasonably necessary to comply with its servicing, administrative and management
duties hereunder, and the Trustee shall execute and deliver or cause to be
executed and delivered such other documents as a Special Servicing Officer may
request, that are necessary or appropriate to enable the Special Servicer to
service, administer and manage the Specially Serviced Mortgage Loans and carry
out its duties hereunder, in each case as the Special Servicer determines is in
accordance with the Servicing Standard and the



                                     -212-
<PAGE>


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 or Companion Loan, if applicable), as shall be
consistent with the Opinion of Counsel obtained by the Trustee. Such Person or
Persons shall acknowledge in writing that such action is being taken by the
Special Servicer in the name of the Trust (or holder of a B Note or Companion
Loan, if applicable). In the performance of its duties hereunder, the Special
Servicer shall be an independent contractor and shall not, except in those
instances where it is, after notice to the Trustee as provided above, taking
action in the name of the Trust (or holder of a B Note or Companion Loan, if
applicable), be deemed to be the agent of the Trust (or holder of a B Note or
Companion Loan, as applicable). The Special Servicer shall indemnify the Trustee
for any loss, liability or reasonable expense (including attorneys' fees)
incurred by the Trustee or any director, officer, employee, agent or Controlling
Person of it or its affiliates in connection with any negligent or intentional
misuse of the foregoing powers of attorney furnished to the Special Servicer by
the Trustee. Such indemnification shall survive the resignation or termination
of the Special Servicer hereunder, the resignation or termination of the Trustee
and the termination of this Agreement. The Special Servicer shall not have any
responsibility or liability for any act or omission of the Trustee, the Master
Servicer or the Depositor that is not attributable to the failure of the Special
Servicer to perform its obligations hereunder. The Special Servicer may
conclusively rely on any advice of counsel rendered in a Nondisqualification
Opinion.

     (b) In servicing and administering the Specially Serviced Mortgage Loans
and managing any related REO Properties, the Special Servicer shall employ
procedures consistent with the Servicing Standard. The Special Servicer shall
conduct, or cause to be conducted, inspections, at its own expense, of the
Mortgaged Properties relating to Specially Serviced Mortgage Loans at such times
and in such manner as shall be consistent with the Servicing Standard; provided,
that the Special Servicer shall conduct, or cause to be conducted, inspections
of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at
least once during each twelve-month period that ends on June 30 of any calendar
year (commencing with the twelve-month period ending June 30, 2003); provided
further that the Special Servicer shall, at the expense of the Trust, inspect or
cause to be inspected each Mortgaged Property related to a Mortgage Loan that is
delinquent for sixty (60) days in the payment of any amounts due under such
Mortgage Loan. The Special Servicer shall provide to the Master Servicer (who
shall provide, solely as it relates to any A/B Mortgage Loan, to the holder of
the related B Note, and


                                     -213-
<PAGE>


solely as it relates to any Loan Pair, to the holder of the related Companion
Loan) and the Operating Adviser (and, solely with respect to a Pari Passu Loan,
the related Other Operating Adviser, if any) copies of the Inspection Reports
relating to such inspections as soon as practicable after the completion of any
inspection.

     (c) Pursuant to the related Loan Pair Intercreditor Agreement, each owner
of a Companion Loan has agreed that the Master Servicer and the Special Servicer
are authorized and obligated to service and administer the Companion Loan
pursuant to this Agreement.

     (d) Pursuant to the related Loan Pair Intercreditor Agreement, each owner
of a Companion Loan has agreed that the Master Servicer and the related Special
Servicer are authorized and obligated to service and administer such Companion
Loan pursuant to this Agreement until such time that a related Companion Loan is
deposited into a different commercial mortgage securitization (the "Other
Securitization"), at which point the related Pari Passu Loan may, at the option
of the Depositor and subject to receipt of Rating Agency Confirmation, be
specially serviced (if applicable) by the special servicer of the Other
Securitization (the "Other Special Servicer"). Notwithstanding anything herein
to the contrary, the parties hereto acknowledge and agree that (i) the Special
Servicer's obligations and responsibilities hereunder and the Special Servicer's
authority with respect to a Pari Passu Loan are limited by and subject to the
terms of the related Loan Pair Intercreditor Agreement and (upon the exercise by
the Depositor of the option set forth in the preceding sentence) the rights of
the Other Special Servicer with respect thereto under the pooling and servicing
agreement relating to the Other Securitization (the "Other Pooling and Servicing
Agreement") and (ii) except to the extent otherwise agreed to in writing by the
holder of the B Note, the Other Special Servicer's obligations and
responsibilities and the Other Special Servicer's authority with respect to any
A/B Mortgage Loan are limited by and subject to the terms of the related A/B
Mortgage Loan Intercreditor Agreement and the rights of the holder of the B Note
set forth herein, including but not limited to Section 9.40. The Special
Servicer shall use reasonable efforts consistent with the Servicing Standard to
monitor the special servicing of the Pari Passu Loan by the Other Special
Servicer pursuant to the Other Pooling and Servicing Agreement and shall enforce
the rights of the Trustee (as holder of such Pari Passu Loan) under the Other
Pooling and Servicing Agreement. If the Other Special Servicer services the 1290
Avenue of the Americas Pari Passu Loan in accordance with this Section 9.4(d),
the Depositor shall use reasonable efforts to provide in the Other Pooling and
Servicing Agreement for the following provisions (provided, that such provisions
shall be subject to the provisions of Section 9.30(d)). The Other Special
Servicer shall be required to consult with the Special Servicer in respect
thereof, and shall provide the Special Servicer with an opportunity to review
any proposed action to be taken in respect thereof. The Special Servicer shall
have such opportunity to consult with the Other Special Servicer (and the Other
Operating Adviser) for a period from the date of receipt of the Other Special
Servicer's written description of its proposed action through (but excluding)
the fifth Business Day following the date of receipt (the "Initial Review
Period"). The Other Special Servicer will implement its written proposal if the
Special Servicer (in consultation with the Operating Adviser) does not
disapprove the asset status report within the Initial Review Period, unless the
Other Special Servicer has been directed to do otherwise by the Other Operating
Adviser (in which event the Other Special Servicer will advise the Special
Servicer of such alternate course of action). If the Special Servicer (in
consultation with the Operating Adviser) disagrees with any aspect of the
written proposal and, after consulting with the Other Special Servicer during
the Initial Review Period, is unable to reach agreement on the proper course of

                                     -214-
<PAGE>


action and notifies the Other Special Servicer of its disagreement in writing,
then the Special Servicer shall be entitled to an additional period of five
Business Days (or fewer if the Other Operating Adviser shall be required to
deliver its proposed action in fewer days under the Other Pooling and Servicing
Agreement) (the "Additional Review Period") to continue its discussions with the
Other Special Servicer and the Other Operating Adviser. If the Special Servicer
and the Other Special Servicer agree on a revised course of action within the
Initial Review Period or the Additional Review Period, then the Other Special
Servicer will revise the written proposal to reflect the agreed upon revised
course of action and will implement that course of action. If the Special
Servicer and the Other Special Servicer are unable to agree on the appropriate
course of action by the end of the Additional Review Period, then the Other
Special Servicer will decide, in accordance with the servicing standard set
forth in the Other Pooling and Servicing Agreement, what course of action to
follow. If an event of default has occurred with respect to the Other Special
Servicer under the Other Pooling and Servicing Agreement, which event of default
does not relate to any mortgage loan other than the 1290 A/B Mortgage Loan, then
the Trustee shall be entitled to direct the trustee under the Other Pooling and
Servicing Agreement to (a) terminate the defaulting Other Special Servicer
solely with respect to the 1290 A/B Mortgage Loan and (b) appoint a successor
special servicer that meets the requirements of the Other Pooling and Servicing
Agreement and this Agreement. In such event, the Trustee will exercise its
rights set forth in the preceding sentence at the direction of the
Certificateholders holding at least 25% of the Certificate Balance of the
Certificates or the Operating Adviser. The Trustee's replacement of the Other
Special Servicer with respect to the 1290 Avenue of the Americas Companion Loan,
as contemplated above, will in any event be subject to the Trustee's obtaining
any required Rating Agency Confirmation with respect to the Certificates.

     The Master Servicer and the Special Servicer shall take such actions as it
shall deem reasonably necessary to facilitate the servicing of the Pari Passu
Loan by the Other Special Servicer including, but not limited to, delivering
appropriate Requests for Release to the Trustee and Custodian (if any) in order
to deliver any portion of the related Mortgage File to the master servicer of
the Other Securitization or the Other Special Servicer.

     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,


                                     -215-
<PAGE>


then, the Special Servicer, on behalf of the Trust, shall, after consultation
with the Operating Adviser (and, solely with respect to a Pari Passu Loan, the
related Other Operating Adviser, if any) and in accordance with the REMIC
Provisions, take such actions as it deems to be in the best economic interest of
the Trust in accordance with the Servicing Standard, and may waive or enforce
any due-on-sale clause contained in the related Mortgage Note or Mortgage;
provided, however, that if the Principal Balance of such Mortgage Loan at such
time equals or exceeds 5% of the Aggregate Certificate Balance or is one of the
then current top 10 loans (by Principal Balance) in the pool, then prior to
waiving the effect of such provision, the Special Servicer shall obtain Rating
Agency Confirmation regarding such waiver. In connection with the request for
such consent, the Special Servicer shall prepare and deliver to Fitch and S&P a
memorandum outlining its analysis and recommendation in accordance with the
Servicing Standard, together with copies of all relevant documentation. The
Special Servicer shall also prepare and provide Fitch and S&P with such
memorandum and documentation for all transfer, assumption and encumbrance
consents granted for Mortgage Loans below the threshold set forth above, but for
which the Special Servicer's decision will be sufficient and a Rating 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 (and, solely with respect to a Pari
Passu Loan, the related Other Operating Adviser, if any), 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.


                                     -216-
<PAGE>


     (c) Subject to the Servicing Standard and Sections 9.39 and 9.40, and the
rights and duties of the Master Servicer under Section 8.18, the Special
Servicer may enter into any modification, waiver or amendment (including,
without limitation, the substitution or release of collateral or the pledge of
additional collateral) of the terms of any Specially Serviced Mortgage Loan,
including any modification, waiver or amendment to (i) reduce the amounts owing
under any Specially Serviced Mortgage Loan by forgiving principal, accrued
interest and/or any Prepayment Premium, (ii) reduce the amount of the Scheduled
Payment on any Specially Serviced Mortgage Loan, including by way of a reduction
in the related Mortgage Rate, (iii) forbear in the enforcement of any right
granted under any Mortgage Note or Mortgage relating to a Specially Serviced
Mortgage Loan, (iv) extend the Maturity Date of any Specially Serviced Mortgage
Loan and/or (v) accept a principal prepayment on any Specially Serviced Mortgage
Loan during any period during which voluntary Principal Prepayments are
prohibited, provided, in the case of any such modification, waiver or amendment,
that (A) the related Mortgagor is in default with respect to the Specially
Serviced Mortgage Loan or, in the reasonable judgment of the Special Servicer,
such default is reasonably foreseeable, (B) in the reasonable judgment of the
Special Servicer, such modification, waiver or amendment would increase the
recovery on the Specially Serviced Mortgage Loan to Certificateholders, the
holders of the related Companion Loans and the related B Note (as a collective
whole) on a net present value basis (the relevant discounting of amounts that
will be distributable to Certificateholders, the holders of the related
Companion Loans and the related B Note (as a collective whole) to be performed
at the related Mortgage Rate or, in the case of an A/B Mortgage Loan, such
discounting to be performed at the weighted average of the Mortgage Rate and the
stated mortgage rate on the B Note), (C) such modification, waiver or amendment
would not cause an Adverse REMIC Event (including with respect to any securities
evidencing interests in any A Note or B Note) to occur or adversely affect the
tax status of the B Note Trust, and (D) if notice to the Operating Adviser (and,
solely with respect to a Pari Passu Loan, the related Other Operating Adviser,
if any) 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 and Companion Loan that is a Specially Serviced
Mortgage Loan, shall notify the holder of the B Note and Companion Loan, as
applicable, of any modification of the monthly payments of an A/B Mortgage Loan
or Loan Pair, as the case may be, and such monthly payments shall be allocated
in accordance with the related Intercreditor Agreement.

     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.


                                     -217-
<PAGE>


     The determination of the Special Servicer contemplated by clause (B) of the
proviso to the first paragraph of this Section 9.5(c) shall be evidenced by an
Officer's Certificate certifying the information in the proviso to the first
paragraph under this subsection (c).

     (d) In the event the Special Servicer intends to permit a Mortgagor to
substitute collateral for all or any portion of a Mortgaged Property pursuant to
Section 9.5(c) or pledge additional collateral for the Mortgage Loan pursuant to
Section 9.5(c), if the security interest of the Trust, the holder of any
Companion Loan or the holder of any B Note in such collateral would be perfected
by possession, or if such collateral requires special care or protection, then
prior to agreeing to such substitution or addition of collateral, the Special
Servicer shall make arrangements for such possession, care or protection, and
prior to agreeing to such substitution or addition of collateral (or such
arrangement for possession, care or protection) shall obtain the prior written
consent of the Trustee with respect thereto (which consent shall not be
unreasonably withheld, delayed or conditioned); provided, however, that the
Trustee shall not be required (but has the option) to consent to any
substitution or addition of collateral or to hold any such collateral which will
require the Trustee to undertake any additional duties or obligations or incur
any additional expense. Notwithstanding the foregoing, the Special Servicer will
not permit a Mortgagor to substitute collateral for any portion of the Mortgaged
Property pursuant to Section 9.5(c) unless it shall have received a Rating
Agency Confirmation in 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 (and, solely with respect to a Pari Passu Loan, the related
Other Operating Adviser, if any), the Trustee, the Paying Agent, the Rating
Agencies (and, solely with respect to an A/B Mortgage Loan, the B Note Trustee,
the B Note Paying Agent and the B Note Operating Adviser) 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


                                     -218-
<PAGE>


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 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 (and, solely with
respect to a Pari Passu Loan, the related Other Operating Adviser, if any) prior
to acting, and provisions of this Agreement requiring such shall be of no
effect, if the Operating Adviser (and, solely with respect to a Pari Passu Loan,
the related Other Operating Adviser, if any) 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 (and,
solely with respect to a Pari Passu Loan, the related Other Operating Adviser,
if any), 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,


                                     -219-
<PAGE>


then, for so long as such Mortgage Loan is included in the Trust, the Special
Servicer, on behalf of the Trustee as the mortgagee of record, shall exercise
(or, subject to Section 9.5, waive its right to exercise) any right it may have
with respect to such Mortgage Loan (x) to accelerate the payments thereon, or
(y) to withhold its consent to the creation of any such additional lien or other
encumbrance, in a manner consistent with the Servicing Standard. Prior to
waiving the effect of such provision with respect to a Mortgage Loan, the
Special Servicer shall obtain Rating Agency Confirmation regarding such waiver;
provided, however, that such Rating Agency Confirmation shall only be required
if the applicable Mortgage Loan (x) represents 2% or more of the Principal
Balance of all of the Mortgage Loans held by the Trust or is one of the 10
largest Mortgage Loans based on Principal Balance and (y) such Mortgage Loan has
a Loan-to-Value Ratio (which includes Junior Indebtedness, if any) that is
greater than or equal to 85% and a Debt Service Coverage Ratio (which includes
debt service on Junior Indebtedness, if any) that is less than 1.2x.

     SECTION 9.6 RELEASE OF MORTGAGE FILES.

     (a) Upon becoming aware of the payment in full of any Specially Serviced
Mortgage Loan, or the receipt by the Special Servicer of a notification that
payment in full will be escrowed in a manner customary for such purposes, or the
complete defeasance of a Mortgage Loan, the Special Servicer will immediately
notify the Master Servicer. The Special Servicer shall determine, in accordance
with the Servicing Standard, whether an instrument of satisfaction shall be
delivered and, if the Special Servicer determines that such instrument should be
delivered, the Special Servicer shall deliver written approval of such delivery
to the Master Servicer.

     (b) From time to time and as appropriate for the servicing or foreclosure
of any Specially Serviced Mortgage Loan or the management of the related REO
Property and in accordance with the Servicing Standard, the Trustee shall
execute or cause to be executed such documents as shall be prepared and
furnished to the Trustee by a Special Servicing Officer (in form reasonably
acceptable to the Trustee) and as are necessary for such purposes. The Trustee
or Custodian shall, upon request of the Special Servicer and delivery to the
Trustee or Custodian of a request for release signed by a Special Servicing
Officer substantially in the form of Exhibit C, release the related Mortgage
File to the Special Servicer. After the transfer of servicing with respect to
any Specially Serviced Mortgage Loan to the Special Servicer, in accordance with
the Servicing Standard, the Master Servicer shall notify, in writing, the
Mortgagor under each Specially Serviced Mortgage Loan transferred to the Special
Servicer, of such transfer.

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

     (d) The Special Servicer shall, with respect to any Rehabilitated Mortgage
Loan, release to the Master Servicer all documents and instruments in the
possession of the Special Servicer related to such Rehabilitated Mortgage Loan.
Prior to the transfer of servicing with respect to any Rehabilitated Mortgage
Loan to the Master Servicer in accordance with the Servicing Standard, the
Special Servicer shall notify, in writing, each Mortgagor under each
Rehabilitated Mortgage Loan of such transfer.


                                     -220-
<PAGE>


     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, solely with respect to a Pari Passu Loan, the
related Other Operating Adviser, if any) 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 (or, if applicable, the
Other Operating Adviser's) purposes.

     (b) The Special Servicer hereby acknowledges that the Trust (and/or the
holder of the related B Note, if an A/B Mortgage Loan is involved and/or the
holder of the related Companion Loan, if a Loan Pair is involved) owns the
Specially Serviced Mortgage Loans and all Mortgage Files representing such
Specially Serviced Mortgage Loans and all funds now or hereafter held by, or
under the control of, the Special Servicer that are collected by the Special
Servicer in connection with the Specially Serviced Mortgage Loans (but excluding
any Special Servicer Compensation and all other amounts to which the Special
Servicer is entitled hereunder); and the Special Servicer agrees that all
documents or instruments constituting part of the Mortgage Files, and such funds
relating to the Specially Serviced Mortgage Loans which come into the possession
or custody of, or which are subject to the control of, the Special Servicer,
shall be held by the Special Servicer for and on behalf of the Trust (or the
holder of the related B Note, if an A/B Mortgage Loan is involved or the holder
of the related Companion Loan, if a Loan Pair is involved).

     (c) The Special Servicer also agrees that it shall not create, incur or
subject any Specially Serviced Mortgage Loans, or any funds that are required to
be deposited in any REO Account to any claim, lien, security interest, judgment,
levy, writ of attachment or other encumbrance, nor assert by legal action or
otherwise any claim or right of setoff against any Specially Serviced Mortgage
Loan or any funds, collected on, or in connection with, a Specially Serviced
Mortgage Loan.


                                     -221-
<PAGE>

     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 Delaware, 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 by it 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);

          (iii) the execution and delivery of this Agreement by the Special
Servicer, the consummation by the Special Servicer of the transactions
contemplated hereby, and the fulfillment of or compliance by the Special
Servicer 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



                                     -222-
<PAGE>


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, solely with respect to a Pari Passu Loan,
the related Other Operating Adviser, if any) 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) a Standard Hazard Insurance Policy (that, if the terms of the
related Mortgage Loan documents and the related Mortgage so require, contains no
exclusion as to any Act or Acts of Terrorism, as defined in the Terrorism Risk
Insurance Act of 2002) which does not provide for reduction due to depreciation
in an amount which is not less than the full replacement cost of the
improvements of such REO Property or in an amount not less than the unpaid
Principal Balance plus all unpaid interest and the cumulative amount of
Servicing Advances (plus Advance Interest) made with respect to such Mortgage
Loan, any related Companion Loan and any related B Note, whichever is less, but,
in any event, in an amount sufficient to avoid the application of any
co-insurance clause and (B) any other insurance coverage for such REO Property
which the related Mortgagor was required to maintain for the related Mortgaged
Property under the related Mortgage, subject, as to earthquake insurance, to the
second sentence following this sentence. 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 or, with respect
to insurance other than earthquake insurance, as set forth in clause (B) of the
first sentence of this Section 9.9(a) 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



                                     -223-
<PAGE>


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, provided that, subject to the rights of the B Note holder under
Section 9.40, the Special Servicer will be required to maintain insurance
against property damages resulting from terrorism or similar acts if the terms
of the related Mortgage Loan documents and the related Mortgage so require
unless the Special Servicer determines, subject to the rights of the holder of
the B Note under Section 9.40 to consent to such determination, that (i) such
insurance is not available at any rate or (ii) such insurance is not available
at commercially reasonable rates and such hazards are not at the time commonly
insured against for properties similar to the related Mortgaged Property and
located in or around the region in which such related Mortgaged Property is
located. 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,
any Companion Loan and any B Note serviced by it, it being understood and agreed
that such policy may contain a deductible clause on terms substantially
equivalent to those commercially available and maintained by comparable
servicers consistent with the Servicing Standard, and provided that such policy
is issued by a Qualified Insurer with a minimum claims paying ability rating of
at least "A" by Fitch and "A-" by S&P or otherwise approved by the Rating
Agencies or (ii) if the Special Servicer, provided that the rating of such
Person's long-term debt is not less than "A" by Fitch and "A-" by S&P
self-insures for its obligations as set forth in the first paragraph of this
Section 9.9. In the event that the Special Servicer shall cause any Mortgage
Loan, Companion Loan and B Note to be covered by such a master force placed or
blanket insurance policy, the incremental cost of such insurance allocable to
such Mortgage Loan, Companion Loan and B Note (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



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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 A/B Mortgage Loan or (ii) if there is no deductible limitation
required under the Mortgage Loan or A/B Mortgage Loan, the deductible amount
with respect to insurance policies generally available on properties similar to
the related Mortgaged Property which is consistent with the Servicing Standard,
and deliver to the Trustee an Officer's Certificate describing the calculation
of such amount. In connection with its activities as administrator and servicer
of the Mortgage Loans, any Companion Loan and any B Note, 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 in whole or in part (whether arising pursuant to a sale, condemnation
or otherwise). With respect to each REO Mortgage Loan that is a successor to a
Mortgage Loan secured by two or more Mortgaged Properties, the reference to "REO
Property" in the preceding sentence shall be construed on a property-by-property
basis to refer separately to the acquired real property that is a successor to
each of such Mortgaged Properties, thereby entitling the Special Servicer to a
Liquidation Fee from the Liquidation Proceeds received in connection with a
final disposition of, and Condemnation Proceeds received in connection with,
each such acquired property as the Liquidation Proceeds related to that property
are received. The Special Servicer shall also be entitled to additional special
servicing compensation of an amount equal to the excess, if any, of the
aggregate Prepayment Interest Excess relating to Mortgage Loans which are
Specially Serviced Mortgage Loans which have received voluntary Principal
Prepayments not from Liquidation Proceeds or from modifications of Specially
Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment
Interest Shortfalls for such Mortgage Loans for such Distribution Date. If the
Special Servicer resigns or is terminated for any reason, it shall



                                     -225-
<PAGE>


retain the right to receive any Work-Out Fees payable on Mortgage Loans that
became Rehabilitated Mortgage Loans while it acted as Special Servicer and
remained Rehabilitated Mortgage Loans at the time of such resignation or
termination for so long as such Mortgage Loan remains a Rehabilitated Mortgage
Loan.

     (b) The Special Servicer shall be entitled to cause the Master Servicer to
withdraw (i) from the Certificate Account, the Special Servicer Compensation in
respect of each Mortgage Loan (but not a B Note), (ii) from any Companion Loan
Custodial Account, the Special Servicer Compensation to the extent related
solely to the related Companion Loan and (iii) from any A/B Loan Custodial
Account, the Special Servicer Compensation to the extent related solely to the
related B Note, in the time and manner set forth in Section 5.2 of this
Agreement. The Special Servicer shall be required to pay all expenses incurred
by it in connection with its servicing activities hereunder and shall not be
entitled to reimbursement therefor except as expressly provided in this
Agreement.

     (c) Additional Special Servicer Compensation in the form of net interest or
income on any REO Account, assumption fees, extension fees, servicing fees,
Modification Fees, forbearance fees, Late Fees and default interest (net of
amounts used to pay Advance Interest) or other usual and customary charges and
fees actually received from the Mortgagor in connection with any Specially
Serviced Mortgage Loan shall be retained by the Special Servicer, to the extent
not required to be deposited in the Certificate Account pursuant to the terms of
this Agreement. 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 that would be a Nonrecoverable Advance unless the Special
Servicer determines that such Servicing Advance is in the best interest of the
Certificateholders.

     (b) The Special Servicer shall not acquire any personal property relating
to any Specially Serviced Mortgage Loan pursuant hereto unless either:


                                     -226-
<PAGE>


          (i) such personal property is incidental to real property (within the
meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer;
or

          (ii) the Special Servicer shall have received a Nondisqualification
Opinion (the cost of which shall be reimbursed by the Trust) to the effect that
the holding of such personal property by any REMIC Pool will not cause the
imposition of a tax on any REMIC Pool under the Code or cause any REMIC Pool to
fail to qualify as a REMIC.

     (c) Notwithstanding anything to the contrary in this Agreement, the Special
Servicer shall not, on behalf of the Trust, obtain title to a Mortgaged Property
as a result of or in lieu of foreclosure or otherwise, and shall not otherwise
acquire possession of, or take any other action with respect to, any Mortgaged
Property, if, as a result of any such action the Trust, the B Note Trust or any
trust that holds a Companion Loan would be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of CERCLA, or any applicable comparable
federal, state or local law, or a "discharger" or "responsible party"
thereunder, unless the Special Servicer has also previously determined in
accordance with the Servicing Standard, based on a Phase I Environmental Report
prepared by a Person (who may be an employee or affiliate of the Master Servicer
or the Special Servicer) who regularly conducts environmental site assessments
in accordance with the standards of FNMA in the case of multi-family mortgage
loans and customary servicing practices in the case of commercial loans for
environmental assessments, which report shall be delivered to the Trustee, that:

          (i) such Mortgaged Property is in compliance with applicable
Environmental Laws or, if not, after consultation with an environmental expert
that taking such actions as are necessary to bring the Mortgaged Property in
compliance therewith is reasonably likely to produce a greater recovery on a net
present value basis than not taking such actions;

          (ii) taking such actions as are necessary to bring the Mortgaged
Property in compliance with applicable Environmental Laws is reasonably likely
to produce a greater recovery on a net present value basis than pursuing a claim
under the Environmental Insurance Policy; and

          (iii) there are no circumstances or conditions present or threatened
at such Mortgaged Property relating to the use, management, disposal or release
of any hazardous substances, hazardous materials, hazardous wastes, or
petroleum-based materials for which investigation, testing, monitoring, removal,
clean-up or remediation could be required under any federal, state or local law
or regulation, or that, if any such materials are present for which such action
could be required, after consultation with an environmental expert taking such
actions with respect to the affected Mortgaged Property is reasonably likely to
produce a greater recovery on a net present value basis than not taking such
actions (after taking into account the projected costs of such actions);
provided, however, that such compliance pursuant to clause (i) and (ii) above or
the taking of such action pursuant to this clause (iii) shall only be required
to the extent that the cost thereof is a Servicing Advance of the Master
Servicer or the Special 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



                                     -227-
<PAGE>


Mortgage Loan is not liquidated and a Final Recovery Determination has been made
with respect to such Specially Serviced Mortgage Loan, the Master Servicer shall
treat such cost as a Servicing Advance subject to the provisions of Section 4.4
hereof; provided that, in the latter event, the Special Servicer shall use its
good faith reasonable business efforts to recover such cost from the Mortgagor
in connection with the curing of the default under the Specially Serviced
Mortgage Loan.

     (e) If the Special Servicer determines, pursuant to Section 9.12(c), that
taking such actions as are necessary to bring any Mortgaged Property into
compliance with applicable Environmental Laws, or taking such actions with
respect to the containment, removal, clean-up or remediation of hazardous
substances, hazardous materials, hazardous wastes, or petroleum-based materials
affecting any such Mortgaged Property, is not reasonably likely to produce a
greater recovery on a net present value basis than not taking such actions
(after taking into account the projected costs of such actions) or than not
pursuing a claim under the Environmental Insurance Policy, then the Special
Servicer shall take such action as it deems to be in the best economic interest
of the Trust (and the holder of the related B Note if in connection with an A/B
Mortgage Loan and the holder of the related Companion Loan if in connection with
a Loan Pair, taken as a collective whole), including, without limitation,
releasing the lien of the related Mortgage. If the Special Servicer determines
that a material possibility exists that Liquidation Expenses with respect to
Mortgaged Property (taking into account the cost of bringing it into compliance
with applicable Environmental Laws) would exceed the Principal Balance of the
related Mortgage Loan, the Special Servicer shall not attempt to bring such
Mortgaged Property into compliance and shall not acquire title to such Mortgaged
Property unless it has received the written consent of the Trustee to such
action.

     (f) The Special Servicer shall have the right to determine, in accordance
with the Servicing Standard, the advisability of maintaining any action with
respect to any Specially Serviced Mortgage Loan, including, without limitation,
any action to obtain a deficiency judgment with respect to any Specially
Serviced Mortgage Loan.

     SECTION 9.13 FORECLOSURE. In the event that the Trust obtains, through
foreclosure on a Mortgage or otherwise, the right to receive title to a
Mortgaged Property, the Special Servicer, as its agent, shall direct the
appropriate party to deliver title to the REO Property to the Trustee or its
nominee.

     The Special Servicer may consult with counsel to determine when an
Acquisition Date shall be deemed to occur under the REMIC Provisions with
respect to the Mortgaged Property, the expense of such consultation being
treated as a Servicing Advance related to the foreclosure, subject to the
provisions of Section 4.4 hereof. The Special Servicer, on behalf of the Trust
(and the holder of the related B Note if in connection with an A/B Mortgage Loan
and the holder of the related Companion Loan if in connection with a Loan Pair),
shall sell the REO Property expeditiously, but in any event within the time
period, and subject to the conditions, set forth in Section 9.15. Subject to
Section 9.15, the Special Servicer shall manage, conserve, protect and operate
the REO Property for the holders of beneficial interests in the Trust (and the
holder of the related B Note if in connection with an A/B Mortgage Loan and the
holder of the related Companion Loan if in connection with a Loan Pair) solely
for the purpose of its prompt disposition and sale.


                                     -228-
<PAGE>


     SECTION 9.14 OPERATION OF REO PROPERTY

     (a) The Special Servicer shall segregate and hold all funds collected and
received in connection with the operation of each REO Property separate and
apart from its own funds and general assets and shall establish and maintain
with respect to each REO Property one or more accounts held in trust for the
benefit of the Certificateholders (and the holder of the related B Note if in
connection with an A/B Mortgage Loan and the holder of the related Companion
Loan if in connection with a Loan Pair) in the name of "LaSalle Bank National
Association, as Trustee for the Holders of Morgan Stanley Dean Witter Capital I
Inc. Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through
Certificates Series 2003-TOP9, the holder of any Companion Loan 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.

     (c) If the Trust acquires the Mortgaged Property, the Special Servicer
shall have full power and authority, in consultation with the Operating Adviser
(and, solely with respect to a Pari Passu Loan, the related Other Operating
Adviser, if any), and subject to the specific requirements and prohibitions of
this Agreement and any applicable consultation rights of the holder of the
related B Note relating to an A/B Mortgage Loan, to do any and all things in
connection therewith as are consistent with the Servicing Standard, subject to
the REMIC Provisions, and in such manner as the Special Servicer deems to be in
the best interest of the Trust (and in the case of any A/B Mortgage Loan, the
holder of the related B Note and the Trust



                                     -229-
<PAGE>


as a collective whole and in the case of any Loan Pair, the holder of the
related Companion Loan 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, solely with respect to a
Pari Passu Loan, the related Other Operating Adviser, if any) and a
Nondisqualification Opinion must be obtained; and

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


                                     -230-
<PAGE>


     The Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for the Trust (and, if applicable,
the holder of a B Note or Companion Loan) pursuant to this subsection (d) for
indemnification of the Special Servicer by such Independent Contractor, and
nothing in this Agreement shall be deemed to limit or modify such
indemnification. All fees of the Independent Contractor (other than fees paid
for performing services within the ordinary duties of a Special Servicer which
shall be paid by the Special Servicer) shall be paid from the income derived
from the REO Property. To the extent that the income from the REO Property is
insufficient, such fees shall be advanced by the Master Servicer or the Special
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;

          (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

                                     -231-
<PAGE>

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 (and, solely with respect to a
Pari Passu Loan, the related Other Operating Adviser, if any), 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
(and with respect to a Companion Loan or B Note, for the holders of such loans),
but in no event later than the end of the third calendar year following the end
of the year of its acquisition, and in any event prior to the Rated Final
Distribution Date or earlier to the extent necessary to comply with REMIC
provisions, 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 (and, solely with respect
to a Pari Passu Loan, the related Other Operating Adviser, if any) and the B
Note 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



                                     -232-
<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
and the holder of the related Companion Loan, if any, if in connection with a
Loan Pair) a statement of accounting for such REO Property, including without
limitation, (i) the Acquisition Date for the REO Property, (ii) the date of
disposition of the REO Property, (iii) the sale price and related selling and
other expenses, (iv) accrued interest (including interest deemed to have
accrued) on the Specially Serviced Mortgage Loan to which the REO Property
related, calculated from the Acquisition Date to the disposition date, (v) final
property operating statements, and (vi) such other information as the Trustee or
the Paying Agent (and the holder of the related B Note, if any, if in connection
with an A/B Mortgage Loan and the holder of the related Companion Loan, if any,
if in connection with a Loan Pair) may reasonably request in writing.

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

     (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 and the B Note Paying Agent on or
before noon (Eastern Time) on March 15 of each calendar year (or March 14 if a
leap year), commencing in March 2004, an Officer's Certificate stating, as to
the signer thereof, that (A) a review of the activities of the Special Servicer
during the preceding calendar year or portion thereof and of the performance of
the Special Servicer under this Agreement has been made under such officer's
supervision and (B) to the best of such officer's knowledge, based on such
review, the Special Servicer has fulfilled all its obligations under this
Agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof. The Special Servicer
shall



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deliver such Officer's Certificate to the Master Servicer, the Depositor, the
Trustee, the B Note Trustee and the B Note Operating Adviser by April 7 of each
calendar year. The Special Servicer shall forward a copy of each such statement
to the Rating Agencies. The Paying Agent shall forward a copy of each such
statement to the Luxembourg Paying Agent. Promptly after receipt of such
Officer's Certificate, the Depositor shall review the Officer's Certificate and,
if applicable, consult with the Special Servicer as to the nature of any
defaults by the Special Servicer in the fulfillment of any of the Special
Servicer's obligations hereunder.

     SECTION 9.19 ANNUAL INDEPENDENT ACCOUNTANTS' SERVICING REPORT. On or before
noon (Eastern Time) on March 15 of each calendar year (or March 14 if a leap
year), beginning with March 2004, the Special Servicer at its expense shall
cause a nationally recognized firm of Independent public accountants (who may
also render other services to the Special Servicer, as applicable) to furnish to
the Paying Agent and the B Note 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, the B Note Trustee and B Note
Operating Adviser and, upon request, the Operating Adviser (and, solely with
respect to a Pari Passu Loan, the related Other Operating Adviser, if any) by
April 7 of each calendar year (or by April 30 of each calendar year if the
statement is not required to be delivered until April 15). The Paying Agent
shall promptly deliver such statement to the Luxembourg Paying Agent. Promptly
after receipt of such report, the Depositor shall review the report and, if
applicable, consult with the Special Servicer as to the nature of any defaults
by the Special Servicer in the fulfillment of any of the Special Servicer's
obligations hereunder.

     SECTION 9.20 MERGER OR CONSOLIDATION. Any Person into which the Special
Servicer may be merged or consolidated, or any Person resulting from any merger,
conversion, other change in form or consolidation to which the Special Servicer
shall be a party, or any Person succeeding to the business of the Special
Servicer, shall be the successor of the Special Servicer hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto; provided, however, that each of the Rating Agencies provides a
Rating Agency Confirmation (including with respect to any securities rated by a
Rating Agency evidencing interests in the A Notes and B Note). 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.


                                     -234-
<PAGE>

     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, solely with respect to a Pari Passu Loan,
the related Other Operating Adviser, if any), and the Trustee. No such
resignation shall become effective until a successor servicer designated by the
Operating Adviser (and, solely with respect to a Pari Passu Loan, the related
Other Operating Adviser, if any) 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 (including with respect to any securities rated by a Rating Agency
evidencing interests in the A Notes and B Note) shall have been obtained. Notice
of such resignation shall be given promptly by the Special Servicer to the
Master Servicer and the Trustee.

     (b) The Special Servicer may resign from the obligations and duties hereby
imposed on it, upon reasonable notice to the Trustee, provided that (i) a
successor Special Servicer is (x) available, (y) reasonably acceptable to the
Operating Adviser (and, solely with respect to a Pari Passu Loan, the related
Other Operating Adviser, if any), 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, any
Companion Loan and any B Note that became Rehabilitated Mortgage Loans during
the period that it acted as Special Servicer and that were still Rehabilitated
Mortgage Loans at the time of such resignation (and the successor Special
Servicer shall not be entitled to any portion of such Work-Out Fees), in each
case until such time (if any) as such Mortgage Loan, Companion Loan or B Note
again becomes a Specially Serviced Mortgage Loan or are no longer included in
the Trust.

     SECTION 9.22 ASSIGNMENT OR DELEGATION OF DUTIES BY SPECIAL SERVICER. The
Special Servicer shall have the right without the prior written consent of the
Trustee to (A) delegate or subcontract with or authorize or appoint anyone, or
delegate certain duties to other professionals such as attorneys and appraisers,
as an agent of the Special Servicer or Sub-Servicers (as provided in Section
9.3) to perform and carry out any duties, covenants or



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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.

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

     (a) Neither the Special Servicer nor any of the directors, officers,
employees or agents of the Special Servicer shall be under any liability to the
Certificateholders, the holder of any B Note, the holder of any Companion Loan
or the Trustee for any action taken or for refraining from the taking of any
action in good faith and using reasonable business judgment; provided that this
provision shall not protect the Special Servicer or any such person against any
breach of a representation or warranty contained herein or any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in its performance of duties hereunder or by reason of negligent
disregard of obligations and duties 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, the holder of any
Companion Loan 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 a Servicing Advance, together
with interest thereon, 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 (and, solely with respect
to a Pari Passu Loan, the related Other Operating Adviser, if any) which is in
conflict with the Servicing Standard.


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<PAGE>

     (b) In addition, the Special Servicer shall have no liability with respect
to, and shall be entitled to conclusively rely on as to the truth of the
statements and the correctness of the opinions expressed in any certificates or
opinions furnished to the Special Servicer and conforming to the requirements of
this Agreement. Neither the Special Servicer, nor any director, officer,
employee, agent or Affiliate, shall be personally liable for any error of
judgment made in good faith by any officer, unless it shall be proved that the
Special Servicer or such officer was negligent in ascertaining the pertinent
facts. Neither the Special Servicer, nor any director, officer, employee, agent
or Affiliate, shall be personally liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Agreement. The Special
Servicer shall be entitled to rely on reports and information supplied to it by
the Master Servicer and the related Mortgagors and shall have no duty to
investigate or confirm the accuracy of any such report or information.

     (c) The Special Servicer shall not be obligated to incur any liabilities,
costs, charges, fees or other expenses which relate to or arise from any breach
of any representation, warranty or covenant made by the Depositor, the Master
Servicer, the Fiscal Agent or the Trustee in this Agreement. The Trust shall
indemnify and hold harmless the Special Servicer from any and all claims,
liabilities, costs, charges, fees or other expenses which relate to or arise
from any such breach of representation, warranty or covenant to the extent such
amounts are not recoverable from the party committing such breach.

     (d) Except as otherwise specifically provided herein:

          (i) the Special Servicer may rely, and shall be protected in acting or
refraining from acting upon, any resolution, officer's certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document
believed or in good faith believed by it to be genuine and to have been signed
or presented by the proper party or parties;

          (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,



                                     -237-
<PAGE>


respective willful misfeasance, bad faith or negligence in the performance of
its respective duties hereunder or by reason of negligent disregard by such
Person of its respective duties hereunder, other than any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of any of the Special Servicer's duties hereunder or by reason
of negligent disregard of the Special Servicer's obligations and duties
hereunder. The Special Servicer shall promptly notify the Master Servicer, the
Trustee, the Paying Agent and the Fiscal Agent if a claim is made by a third
party entitling the Special Servicer to indemnification hereunder, whereupon the
Master Servicer, the Trustee or the Paying Agent, in each case, to the extent
the claim was made in connection with its willful misfeasance, bad faith or
negligence, shall assume the defense of any such claim (with counsel reasonably
satisfactory to the Special Servicer). Any failure to so notify the Master
Servicer, the Trustee or the Paying Agent shall not affect any rights the
Special Servicer may have to indemnification hereunder or otherwise, unless the
interest of the Master Servicer, the Trustee or the Paying Agent is materially
prejudiced thereby. The indemnification provided herein shall survive the
termination of this Agreement and the termination or resignation of the Special
Servicer. Such indemnity shall survive the termination of this Agreement or the
resignation or removal of the Special Servicer hereunder. Any payment hereunder
made by the Master Servicer, the Trustee, the Fiscal Agent or the Paying Agent,
as the case may be, pursuant to this paragraph to the Special Servicer shall be
paid from the Master Servicer's, the Trustee's, Fiscal Agent's or the Paying
Agent's, as the case may be, own funds, without reimbursement from the Trust
therefor, except achieved through subrogation as provided in this Agreement. Any
expenses incurred or indemnification payments made by the Trustee, the Paying
Agent, the Fiscal Agent or the Master Servicer shall be reimbursed by the party
so paid, if a court of competent jurisdiction makes a final judgment that the
conduct of the Trustee, the Paying Agent, the Fiscal Agent or the Master
Servicer, as the case may be, was (x) not culpable or (y) found to not have
acted with willful misfeasance, bad faith or negligence.

     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 and held harmless by the Trust, out of
the proceeds of the Mortgage Loans and the A/B Mortgage Loan (if and to the
extent that the matter relates to such A/B Mortgage Loan) 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



                                     -238-
<PAGE>


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. Notwithstanding the foregoing, if
such loss, liability or expense relates specifically to a particular Pari Passu
Loan (or another Mortgage Loan included in the Trust) or a particular Companion
Loan, then such indemnification shall be paid out of collections on, and other
proceeds of, such Pari Passu Loan, other Mortgage Loan or Companion Loan and not
out of proceeds of a B Note. If such loss, liability or expense relates to an
A/B Mortgage Loan but does not relate to a specific Pari Passu Loan or Companion
Loan related to such A/B Mortgage Loan and does not relate primarily to the
administration of the Trust or any REMIC formed hereunder or to any
determination respecting the amount, payment or avoidance of any tax under the
REMIC provisions of the Code or the actual payment of any REMIC tax or expense,
then such indemnification shall be paid first out of collections on, and other
proceeds of, the related B Note until such point as such indemnification is paid
in full or a Final Recovery Determination has been made with respect to such B
Note and only then out of collections on, and other proceeds of, the related
Pari Passu Loan and Companion Loan.

     (b) The Special Servicer agrees to indemnify the Trust, and the Trustee,
the Fiscal Agent, the Depositor, the Master Servicer, the Paying Agent and any
director, officer, employee or agent or Controlling Person of the Trustee, the
Fiscal Agent, the Depositor and the Master Servicer, and hold them harmless
against any and all claims, losses, penalties, fines, forfeitures, legal fees
and related costs, judgments, and any other costs, liabilities, fees and
expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the
Paying Agent or the Master Servicer may sustain arising from or as a result of
the willful misfeasance, bad faith or negligence in the performance of duties
hereunder or by reason of negligent disregard of obligations and duties
hereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor,
the Paying Agent or the Master Servicer shall immediately notify the Special
Servicer if a claim is made by a third party with respect to this Agreement or
the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the
Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the
case may be, to indemnification hereunder, whereupon the Special Servicer shall
assume the defense of any such claim (with counsel reasonably satisfactory to
the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master
Servicer, as the case may be) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim. Any
failure to so notify the Special Servicer shall not affect any rights the Trust
or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master
Servicer may have to indemnification under this Agreement or otherwise, unless
the Special Servicer's defense of such claim is materially prejudiced thereby.
The indemnification 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



                                     -239-
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Prospectus Supplement and the Final Prospectus Supplement is the information set
forth in the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS - The
Master Servicer and Special Servicer--Special Servicer" of the Preliminary
Prospectus Supplement and Final Prospectus Supplement.

     (d) The Other Special Servicer and any director, officer, employee or agent
of the Other Special Servicer shall be indemnified by the Trust and held
harmless against the Trust's pro rata share of any and all claims, losses,
penalties, fines, forfeitures, legal fees and related costs, judgments and any
other costs, liabilities, fees and expenses incurred in connection with any
legal action relating to the Other Pooling and Servicing Agreement and this
Agreement, and relating to a Pari Passu Loan (but excluding any such losses
allocable to a Companion Loan), reasonably requiring the use of counsel or the
incurring of expenses other than any losses incurred by reason of the Other
Special Servicer's willful misfeasance, bad faith or negligence in the
performance of its duties under the Other Pooling and Servicing Agreement.

     SECTION 9.25 RESERVED

     SECTION 9.26 Special Servicer May Own Certificates. The Special Servicer or
any agent of the Special Servicer in its individual capacity or in any other
capacity may become the owner or pledgee of Certificates with the same rights as
it would have if they were not the Special Servicer or such agent. Any such
interest of the Special Servicer or such agent in the Certificates shall not be
taken into account when evaluating whether actions of the Special Servicer are
consistent with its obligations in accordance with the Servicing Standard
regardless of whether such actions may have the effect of benefiting the Class
or Classes of Certificates owned by the Special Servicer.

     SECTION 9.27 TAX REPORTING. The Special Servicer shall provide the
necessary information to the Master Servicer to allow the Master Servicer to
comply with the Mortgagor tax reporting requirements imposed by Sections 6050H,
6050J and 6050P of the Code with respect to any Specially Serviced Mortgage
Loan. The Special Servicer shall provide to the Master Servicer copies of any
such reports. The Master Servicer shall forward such reports to the Trustee and
the Paying Agent.

     SECTION 9.28 APPLICATION OF FUNDS RECEIVED. It is anticipated that the
Master Servicer will be collecting all payments with respect to the Mortgage
Loans, any Companion Loan and any B Note (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 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.


                                     -240-
<PAGE>


     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. The
obligations and responsibilities of the Special Servicer created hereby with
respect to a Pari Passu Loan (other than the obligation of the Special Servicer
to make payments to the Master Servicer as set forth in Section 9.28, the
obligations of the Special Servicer pursuant to Sections 9.8 and 9.24 hereof and
obligations under this Agreement that survive termination) shall terminate on
the date which is 60 days following the date on which the Depositor has given
written notice to the Special Servicer that this Agreement is terminated with
respect to the Special Servicer's obligations towards such Pari Passu Loan
pursuant to Section 9.30(d).

     (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
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



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<PAGE>


cure period will be extended to the extent necessary to permit the Special
Servicer to cure such failure; provided, however, that such cure period may not
exceed 90 days; (iv) the Special Servicer has made one or more false or
misleading representations or warranties herein that materially and adversely
affects the interest of any Class of Certificates, and has failed to cure such
breach within thirty (30) days after notice of such breach, requiring the same
to be remedied, shall have been given to the Special Servicer by the Depositor
or the Trustee, provided, however, that if the Special Servicer certifies to the
Trustee and the Depositor that the Special Servicer is in good faith attempting
to remedy such failure, such cure period may be extended to the extent necessary
to permit the Special Servicer to cure such failure; provided, however, that
such cure period may not exceed 90 days; (v) the Trustee shall receive notice
from Fitch to the effect that the continuation of the Special Servicer in such
capacity would result in the downgrade, qualification or withdrawal of any
rating then assigned by Fitch to any Class of Certificates or a similar event
occurs with respect to any 1290 Avenue of the Americas Loan Securities that are
rated by Moody's Investors Service, Inc.; (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 is removed from S&P's
approved special servicer list and is not reinstated within 60 days and the
ratings then assigned by S&P to any Classes of Certificates or any other
interest in an A/B Mortgage Loan are downgraded, qualified or withdrawn
(including, without limitation, being placed on "negative credit watch") in
connection with such removal. Such termination shall be effective on the date
after the date of any of the above events that the Trustee specifies in a
written notice to 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 punctually the
duties of the Special Servicer specified in this Agreement; and provided,
further, that the Trustee shall have received Rating Agency Confirmation
(including with respect to any securities rated by a Rating Agency evidencing
direct beneficial interests in the A Notes and B Note) 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



                                     -242-
<PAGE>


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)).

     (d) The Depositor shall have the right to direct the Trustee to terminate
the Special Servicer with respect to a Pari Passu Loan, provided, that the
Trustee shall have received Rating Agency Confirmation (including with respect
to any securities rated by a Rating Agency evidencing direct beneficial
interests in the A Notes and B Note) from each Rating Agency prior to the
termination of the Special Servicer. The Special Servicer shall not be
terminated with respect to a Pari Passu Loan pursuant to this subsection (d)
until the Other Special Servicer shall have been appointed. The applicable Other
Operating Adviser shall pay any costs and expenses incurred by the Trust, the B
Note Trust or any trust that holds a Companion Loan in connection with the
removal of the Special Servicer and the appointment of the Other Special
Servicer, in each case with respect to the related Pari Passu Loan. The parties
hereto agree to execute, upon notice, any amendment proposed by the Other
Special Servicer in connection with the special servicing of a Pari Passu Loan
and the related Companion Loan pursuant to the terms of the Other Pooling and
Servicing Agreement; provided, however, that neither the terms of such Other
Pooling and Servicing Agreement nor any such amendment shall increase the
obligations or limit the rights of any party to this Agreement without the
consent of such party or increase the obligations or limit the rights of the
holder of any B Note under any applicable A/B Mortgage Loan Intercreditor
Agreement without the consent of such holder. In the event that the B Note
Operating Adviser and the Operating Adviser and/or the Other Operating Adviser
give conflicting consents or directions to the Other Special Servicer (including
pursuant to Section 9.4(d)), and the direction of the B Note Operating Adviser
satisfies the applicable servicing standard and does not violate any provision
of this Agreement, the related A/B Mortgage Loan or the REMIC Provisions, the
Other Special Servicer shall be required to follow the consents or directions of
the B Note Operating Adviser so long as no Control Appraisal Event exists. If
the B Note Operating Adviser shall give any direction that fails to satisfy the
applicable servicing standard or violates any provision of this Agreement, the
related A/B Mortgage Loan or the REMIC Provisions, the Other Special Servicer
shall so notify the B Note Operating Adviser and the B Note Operating Adviser
shall be given additional time to propose a course of action that satisfies the
applicable servicing standard and does not violate this Agreement, the related
A/B Mortgage Loan or the REMIC Provisions (unless the Other Special Servicer has
determined in accordance with the applicable servicing standard that immediate
action is necessary). If the B Note Operating Adviser shall fail to propose or
agree to a course of action that satisfies the applicable servicing standard and
does not violate this Agreement, the related A/B Mortgage Loan or the REMIC
Provisions for a period of 60 days following the first notice seeking its
consent, the Other Operating Adviser shall be entitled to propose or agree on a
course of action to follow that satisfies the requirements set forth above.

     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



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<PAGE>


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. The Master Servicer shall notify the B Note Trustee of any proposed
termination or replacement of the Special Servicer within one (1) Business Day
after such termination or replacement is proposed and shall notify the B Note
Trustee of the actual termination or replacement of the Special Servicer within
one (1) Business Day after such termination or replacement occurs.

     (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. On the date specified in a
written notice of termination given to the Special Servicer pursuant to the
second sentence of Section 9.30(a), all authority, power and rights of the
Special Servicer under this Agreement with respect to the applicable Pari Passu
Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or
otherwise, shall terminate. The Other 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 with respect to the applicable Pari Passu Loan including,
without limitation, providing the Other Special Servicer all documents and
records in electronic or other form reasonably requested by it to enable the
Other Special Servicer to assume the Special Servicer's functions hereunder with
respect to such Mortgage Loan and to effect the transfer to the Other Special
Servicer for administration by it of all amounts which shall at the time be or
should have



                                     -244-
<PAGE>


been deposited by the Special Servicer in any REO Account and any other account
or fund maintained or thereafter received with respect to the applicable Pari
Passu Loan.

     (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 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, Companion Loans and B Note 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
(including with respect to any securities evidencing interests in the A Notes
and B Note) 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).


                                     -245-
<PAGE>


     SECTION 9.32 CERTAIN SPECIAL SERVICER REPORTS.

     (a) The Special Servicer, for each Specially Serviced Mortgage Loan, shall
provide to the Master Servicer and the Paying Agent one (1) Business Day after
the Determination Date for each month, the CMSA Reports in such electronic
format as is mutually acceptable to the Master Servicer and the Special Servicer
and in CMSA format. The Master Servicer and the Paying Agent may use such
reports or information contained therein to prepare its reports and the Master
Servicer may, at its option, forward such reports directly to the Depositor and
the Rating Agencies.

     (b) The Special Servicer shall maintain accurate records, prepared by a
Servicing Officer, of each Final Recovery Determination with respect to any
Mortgage Loan or REO Property and the basis thereof. Each Final Recovery
Determination shall be evidenced by an Officer's Certificate delivered to the
Trustee, the Operating Adviser (and, solely with respect to a Pari Passu Loan,
the related Other Operating Adviser, if any), the Paying Agent and the Master
Servicer no later than the ten Business Day following such Final Recovery
Determination.

     (c) The Special Servicer shall provide to the Master Servicer or the Paying
Agent at the reasonable request in writing of the Master Servicer or the Paying
Agent, any information in its possession with respect to the Specially Serviced
Mortgage Loans which the Master Servicer or Paying Agent, as the case may be,
shall require in order for the Master Servicer or the Paying Agent to comply
with its obligations under this Agreement; provided that the Special Servicer
shall not be required to take any action or provide any information that the
Special Servicer determines will result in any material cost or expense to which
it is not entitled to reimbursement hereunder or will result in any material
liability for which it is not indemnified hereunder. The Master Servicer 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 electronically using the ARCap Naming Convention to
the Master Servicer, the Paying Agent, the Rating Agencies and the Operating
Adviser (and, solely with respect to a Pari Passu Loan, the related Other
Operating Adviser, if any, and with respect to the 1290 Avenue of the Americas
Pari Passu Loan, the related B Note Operating Adviser and the B Note Trustee),
on or before April 15 of each year, commencing with April 15, 2003, (i) copies
of



                                     -246-
<PAGE>

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

     (f) The Special Servicer shall deliver to the Master Servicer, the
Depositor, the Paying Agent, the Trustee and with respect to the 1290 Avenue of
the Americas Pari Passu Loan, the related B Note Operating Adviser and the B
Note 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, the Depositor or with respect to the 1290 Avenue of
the Americas Pari Passu Loan, the related B Note Operating Adviser and the B
Note Trustee 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 electronically using the ARCap
Naming Convention a written Inspection Report of each Specially Serviced
Mortgage Loan in accordance with Section 9.4(b) to the Operating Adviser (and,
solely with respect to a Pari Passu Loan, the related Other Operating Adviser,
if any, and with respect to the 1290 Avenue of the Americas Pari Passu Loan, the
related B Note Operating Adviser and the B Note Trustee).

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

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

     (a) The Special Servicer shall furnish on a timely basis such reports,
certifications, and information as are reasonably requested by the Master
Servicer, the Trustee, the Paying Agent or any Primary Servicer to enable it to
perform its duties under this Agreement or the Primary Servicing Agreement, 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


                                     -247-
<PAGE>


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 (and, solely with respect
to a Pari Passu Loan, the related Other Operating Adviser, if any) with respect
to the following matters, the expense of which shall not be an expense of the
Trust:

          (i) whether the foreclosure of a Mortgaged Property relating to a
Specially Serviced Mortgage Loan would be in the best economic interest of the
Trust;

          (ii) if the Special Servicer elects to proceed with a foreclosure,
whether a deficiency judgment should or should not be sought because the likely
recovery will or will not be sufficient to warrant the cost, time and exposure
of pursuing such judgment;

          (iii) whether the waiver or enforcement of any "due-on-sale" clause or
"due-on-encumbrance" clause contained in a Mortgage Loan or a Specially Serviced
Mortgage Loan is in the best economic interest of the Trust;

          (iv) in connection with entering into an assumption agreement from or
with a person to whom a Mortgaged Property securing a Specially Serviced
Mortgage Loan has been or is about to be conveyed, or to release the original
Mortgagor from liability upon a Specially Serviced Mortgage Loan and substitute
a new Mortgagor, and whether the credit status of the prospective new Mortgagor
is in compliance with the Special Servicer's regular commercial mortgage
origination or servicing standard;

          (v) in connection with the foreclosure on a Specially Serviced
Mortgage Loan secured by a Mortgaged Property which is not in compliance with
CERCLA, or any comparable environmental law, whether it is in the best economic
interest of the Trust to bring the Mortgaged Property into compliance therewith
and an estimate of the cost to do so; and

          (vi) with respect to any proposed modification (which shall include
any proposed release, substitution or addition of collateral), extension,
waiver, amendment, discounted payoff or sale of a Mortgage Loan, prepare a
summary of such proposed action and an analysis of whether or not such action is
reasonably likely to produce a greater recovery on a present value basis than
liquidation of such Mortgage Loan; such analysis shall specify the basis on
which the Special Servicer made such determination, including the status of any
existing material default or the grounds for concluding that a payment default
is imminent.

     SECTION 9.34 RESERVED

     SECTION 9.35 RESERVED


                                     -248-
<PAGE>



     SECTION 9.36 SALE OF DEFAULTED MORTGAGE LOANS.

     (a) The holder of Certificates evidencing the greatest percentage interest
in the Controlling Class, the Special Servicer and each Seller (other than Wells
Fargo Bank, National Association) 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 related A/B Mortgage Loan Intercreditor
Agreement. The Option is exercisable, subject to Section 2.3, from that date
until terminated pursuant to clause (e) below, and during that period the Option
shall be exercisable in any month only during the period from the 10th calendar
day of such month through the 25th calendar day, inclusive, of such month. The
Trustee on behalf of the Trust shall be obligated to sell such Mortgage Loan
upon the exercise of the Option (whether exercised by the original holder
thereof or by a holder that acquired such Option by assignment), but shall have
no authority to sell such Mortgage Loan other than in connection with the
exercise of an Option (or in connection with a repurchase of a Mortgage Loan
under Article II, an optional termination pursuant to Section 10.1 or a
qualified liquidation of the REMIC) or if such Mortgage Loan is an A Note, to
the holder of the related B Note pursuant to the terms of the related A/B
Mortgage Loan 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



                                     -249-
<PAGE>


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 an A Note, that the A Note is subject to the terms of the
related A/B Mortgage Loan Intercreditor Agreement and that any purchaser of the
A Note will be subject to such A/B Mortgage Loan 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 its original priority at the
recalculated price with respect to any party as to which the Option had
previously expired or been waived, unless the Option has previously been
exercised by an Option Holder at a higher Option Purchase Price. In determining
fair value, the Special Servicer shall take into account, among other factors,
the results of any Appraisal or updated Appraisal that it or the Master Servicer
may have obtained in accordance with this Agreement within the prior twelve
months; any views on fair value expressed by Independent investors in mortgage
loans comparable to the Mortgage Loan (provided that the Special Servicer shall
not be obligated to solicit such views); the period and amount of any
delinquency on the affected Mortgage Loan; whether to the Special Servicer's
actual knowledge, the Mortgage Loan is in default to avoid a prepayment
restriction; the physical condition of the related Mortgaged Property; the state
of the local economy; the expected recoveries from the Mortgage Loan if the
Special Servicer were to pursue a workout or foreclosure strategy instead of the
Option being exercised; and the Trust's obligation to dispose of any REO
Property as soon as practicable consistent with the objective of maximizing
proceeds for all Certificateholders, but in no event later than the three-year
period (or such extended period) specified in Section 9.15. If the Mortgage Loan
to which the Option relates is a Pari Passu Loan, then the Option Holder, in
connection with its exercise of such option, shall also be required to purchase
the related Companion Loan. The parties hereto acknowledge that if a Companion
Loan is deposited into the Other Securitization and the Depositor elects that
the related Pari Passu Loan should be specially serviced by the Other Special
Servicer pursuant to the Other Pooling and Servicing Agreement, the Other
Pooling and Servicing Agreement shall provide that if the holder of the option
thereunder repurchases such Companion Loan in connection with its exercise of
such option, then the holder of the option shall also be required to purchase
the related Pari Passu Loan.

     (c) Any Option relating to a Mortgage Loan shall be assignable to a third
party (including, without limitation, in connection with an A Note, the holder
of the related B Note and in connection with a Pari Passu Loan, the holder of
the related Companion Loan) by the Option Holder at its discretion at any time
after its receipt of notice from the Special Servicer that an Option is
exercisable with respect to a specified Mortgage Loan, and upon such assignment
such third party shall have all of the rights granted to the Option Holder
hereunder in respect of the Option. Such assignment shall only be effective upon
written notice (together with a copy of the executed assignment and assumption
agreement) being delivered to the Trustee, the



                                     -250-
<PAGE>


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 A/B Mortgage Loan
Intercreditor Agreement.

     (f) Unless and until an Option Holder exercises an Option, the Special
Servicer shall continue to service and administer the related Mortgage Loan in
accordance with the Servicing Standard and this Agreement, and shall pursue such
other resolution or recovery strategies, including workout or foreclosure, as is
consistent with this Agreement and the Servicing Standard.

     SECTION 9.37 OPERATING ADVISER; ELECTIONS.

     (a) In accordance with Section 9.37(c), the Certificateholders representing
more than 50% of the Certificate Balance of the Certificates of the then
Controlling Class may elect the Operating Adviser. The Operating Adviser 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 (subject to the rights of the B Note
Operating Adviser as set forth in the definition of "Operating Adviser") is
ARCap CMBS Fund REIT, Inc. The Controlling Class shall give written notice to
the Trustee, the Paying Agent and the Master Servicer of the appointment of any
subsequent Operating Adviser (in order to receive notices hereunder). If a
subsequent Operating Adviser is not so appointed, an election of an Operating
Adviser also shall be held. Notice of the meeting of the Holders of the
Controlling Class shall be mailed or delivered to each Holder by the Paying
Agent, not less than 10 nor more than 60 days prior to the meeting. The notice
shall state the place and the time of the meeting, which may be held by
telephone. A majority of Certificate Balance of the Certificates of the



                                     -251-
<PAGE>


then Controlling Class, present in person or represented by proxy, shall
constitute a quorum for the nomination of an Operating Adviser. At the meeting,
each Holder shall be entitled to nominate one Person to act as Operating
Adviser. The Paying Agent shall cause the election of the Operating Adviser to
be held as soon thereafter as is reasonably practicable.

     (c) Each Holder of the Certificates of the Controlling Class shall be
entitled to vote in each election of the Operating Adviser. The voting in each
election of the Operating Adviser shall be in writing mailed, telecopied,
delivered or sent by courier and actually received by the Paying Agent on or
prior to the date of such election. Immediately upon receipt by the Paying Agent
of votes (which have not been rescinded) from the Holders of Certificates
representing more than 50% of the Certificate Balance of the Certificates of the
then Controlling Class which are cast for a single Person, such Person shall be,
upon such Person's acceptance, the Operating Adviser. The Paying Agent shall
promptly notify the Trustee of the identity of the Operating Adviser. Until an
Operating Adviser is elected by Holders of Certificates representing more than
50% of the Certificate Balance of the Certificates of the then Controlling Class
or in the event that an Operating Adviser shall have resigned or been removed
and a successor Operating Adviser shall not have been elected, there shall be no
Operating Adviser.

     (d) The Operating Adviser may be removed at any time by the written vote,
copies of which must be delivered to the Paying Agent, of more than 50% of the
Certificate Balance of the Holders of the Certificates of the then Controlling
Class.

     (e) The Paying Agent shall act as judge of each election and, absent
manifest error, the determination of the results of any election by the Paying
Agent shall be conclusive. Notwithstanding any other provisions of this Section
9.37, the Paying Agent may make such reasonable regulations as it may deem
advisable for any election.

     (f) Notwithstanding any provision of this Section 9.37 or any other
provision of this Agreement to the contrary, at any time that 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.

     (g) The parties hereto agree and acknowledge that, notwithstanding anything
herein to the contrary, in the event that (i) a Companion Loan is deposited into
the Other Securitization and (ii) the Depositor elects that the related Pari
Passu Loan should be specially serviced by the Other Special Servicer pursuant
to the Other Pooling and Servicing Agreement (and the Depositor receives Rating
Agency Confirmation for the same), the Certificateholders representing more than
50% of the certificate balance of the certificates of the then controlling class
of the Other Securitization may elect the Operating Adviser with respect to such
Pari Passu Loan and Companion Loan (the "Other Operating Adviser"). The Other
Operating Adviser shall be elected for the purpose of receiving reports and
information from the Other Special Servicer in respect of the applicable Pari
Passu Loan and related Companion Loan, in the event such Pari Passu Loan becomes
a Specially Serviced Mortgage Loan. From and after the date an Other Operating
Adviser is elected, the Operating Adviser shall have only such rights with
respect to



                                     -252-
<PAGE>


the applicable Pari Passu Loan or the related Companion Loan as are set forth in
Section 9.4(d). The parties hereto agree and acknowledge that a Pari Passu Loan
shall be elected and removed pursuant to the provisions of the Other Pooling and
Servicing Agreement.

     SECTION 9.38 LIMITATION ON LIABILITY OF OPERATING ADVISER AND OTHER
OPERATING ADVISER. The Operating Adviser shall have no liability to the Trust,
the holder of any Companion Loan, 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 Companion Loan and 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. Each Other
Operating Adviser shall have no liability to the Trust, the related holder of
any Companion Loan 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 an Other 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 Other 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 related
Companion Loan and each Certificateholder (and Certificate Owner) agrees to take
no action against the Other Operating Adviser based upon such special
relationship or conflict.

     SECTION 9.39 DUTIES OF OPERATING ADVISER AND OTHER OPERATING ADVISER. The
Operating Adviser (and, solely with respect to a Pari Passu Loan, the related
Other Operating Adviser, if any) may advise the Special Servicer with respect to
the following actions of the Special Servicer and the Special Servicer will not
be permitted to take any of the following actions unless and until it has
notified the Operating Adviser (and, solely with respect to a Pari Passu Loan,
the related Other Operating Adviser, if any) in writing and such Operating
Adviser has not objected in writing (i) within 5 Business Days of having been
notified thereof in respect of actions relating to non-Specially Serviced
Mortgage Loans (which 5 Business Day period shall run concurrently with the time
periods set forth in the Primary Servicing Agreements with respect to such
actions) and (ii) within 10 Business Days of having been notified thereof in
respect of actions relating to Specially Serviced Mortgage Loans and having been
provided with all reasonably requested information with respect thereto (it
being understood and agreed that if such written objection has not been received
by the Special Servicer within such 5 Business Day or 10 Business Day period, as
applicable, then the Operating Adviser's approval will be deemed to have been
given):

          (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;


                                     -253-
<PAGE>

          (ii) any modification, amendment or waiver, or consent to
modification, amendment or waiver, of a Money Term of a Mortgage Loan or a
modification consisting of the extension of the original Maturity Date of a
Mortgage Loan;

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

          (vi) any acceptance of a discounted payoff;

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

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

          (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);

          (x) any franchise changes or certain management company changes for
which the Special Servicer is required to consent;

          (xi) releases of any Escrow Accounts, Reserve Accounts or Letters of
Credit that are not in compliance with the related Mortgage Loan documents; and

          (xii) any determination as to whether any type of property-level
insurance is required under the terms of any Mortgage Loan, is available at
commercially reasonable rates, is available for similar properties in the area
in which the related Mortgaged Property is located or any other determination or
exercise of discretion with respect to property-level insurance.

     Notwithstanding the foregoing, the Operating Adviser shall not be entitled
to the consultation rights described above in respect of any non-Specially
Serviced Mortgage Loan that has an unpaid Principal Balance of less than
$2,500,000.

     With respect to items (vii), (viii) and (ix), the Operating Adviser (and,
solely with respect to a Pari Passu Loan, the related Other Operating Adviser,
if any) 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 (and, solely with
respect to a Pari Passu Loan, the related Other Operating Adviser, if any) 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



                                     -254-
<PAGE>


appointment, the Trustee and the Paying Agent shall have received Rating Agency
Confirmation from each Rating Agency. The Operating Adviser (and, solely with
respect to a Pari Passu Loan, the related Other Operating Adviser, if any) 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.

     Notwithstanding anything herein to the contrary, no advice, direction or
objection from the Operating Adviser (and solely with respect to a Pari Passu
Loan, the related Other Operating Adviser, if any), as contemplated by this
Section 9.39, 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, will) require or cause the
Special Servicer to violate any provision of this Agreement or the Mortgage
Loans, including the Special Servicer's obligation to act in accordance with the
Servicing Standard. The Operating Adviser shall not have the rights described in
this Section 9.39 if the holder of the B Note or the B Note Operating Adviser
has such right under Section 9.40.

     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 A/B Mortgage Loan Intercreditor
Agreement, the holder of the B Note may advise the Master Servicer (with respect
to an A/B Mortgage Loan that is not a Specially Serviced Mortgage Loan) or the
Special Servicer (with respect to A/B Mortgage Loans that are Specially Serviced
Mortgage Loans), as applicable, with respect to the following actions of the
Master Servicer or Special Servicer, as applicable, and neither the Master
Servicer nor the Special Servicer shall be permitted to take any of the
following actions with respect to the A/B Mortgage Loan unless and until it has
notified the holder of the B Note in writing and the holder of the B Note has
not objected in writing within ten (10) Business Days of having been notified
thereof and having been provided with all reasonably requested information with
respect thereto (it being understood and agreed that if such written objection
has not been received by the Master Servicer or Special Servicer, as applicable,
within such ten (10) Business Day period, then the holder of the B Note's
approval shall be deemed to have been given):

     (a) any foreclosure upon or comparable conversion (which may include the
acquisition of an REO Property) of the ownership of the Mortgaged Property and
the other collateral securing the A/B Mortgage Loan;

     (b) any modification, amendment or waiver, or consent to modification,
amendment or waiver, of a Money Term or any material non-monetary term
(including any material term relating to insurance) of the Mortgage Loan, any
related Companion Loan or the related B Note;

     (c) any proposed sale of any Mortgaged Property after it becomes an REO
Property (other than in connection with the termination of the Trust Fund;

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


                                     -255-
<PAGE>

     (e) any determination to bring the related Mortgaged Property or the
related REO Property into compliance with Environmental Laws or to otherwise
address Hazardous Materials at the Mortgaged Property or the related REO
Property;

     (f) any release of collateral for the related A/B Mortgage Loan (other than
in accordance with the terms of, or upon satisfaction of, such A/B Mortgage
Loan) other than releases in the nature of a curb cut, a non-material easement,
a right-of-way or other non-material portion of the collateral securing the A/B
Mortgage Loan;

     (g) any release of or acceptance of substitute or additional collateral for
the related A/B Mortgage Loan (other than in accordance with the terms thereof);

     (h) any waiver or consent to waiver of any rights under a "due-on-sale" or
"due-on-encumbrance" clause for the A/B Mortgage Loan;

     (i) any acceptance of an assumption agreement releasing such Mortgage Loan
borrower from liability under such A/B Mortgage Loan;

     (j) any renewal or replacement of the then existing insurance policies (to
the extent that such renewal or replacement policy does not comply with the
terms of the related Mortgage Loan documents) or any waiver, modification or
amendment of any insurance requirements under the Mortgage Loan documents;

     (k) any approval of a material capital expenditure;

     (l) any application of funds in an escrow account to repay any portion of
the principal of any Mortgage Loan;

     (m) any replacement of the property manager;

     (n) any approval of the incurrence of additional indebtedness secured by a
Mortgaged Property, if approval is required by the Mortgage Loan documents;

     (o) any adoption or approval of a plan in bankruptcy of the related
Mortgagor;

     (p) any franchise changes or certain management company changes for which
the Special Servicer is required to consent; and

     (q) releases of any Escrow Accounts, Reserve Accounts or Letters of Credit.

     The holder of the B Note, if any, has agreed pursuant to the related A/B
Mortgage Loan Intercreditor Agreement that it will provide the Master Servicer
or the Special Servicer, as applicable, with its response within ten (10)
Business Days after its receipt of any such proposal and any back-up materials
and shall be deemed not to have responded if no response is received within such
ten (10) Business Days.

     Notwithstanding the foregoing, if the Master Servicer or Special Servicer,
as applicable, determines that immediate action is necessary to protect the
interest of the Certificateholders and the holder of any related Companion Loan
(as a collective whole), then



                                     -256-
<PAGE>


the Master Servicer or Special Servicer, as applicable may take any such action
without waiting for the response of the holder of the B Note.

     In addition, with respect to the A/B Mortgage Loan, the holder of the B
Note may direct the Master Servicer or Special Servicer, as applicable, to take,
or to refrain from taking, such actions as the holder of the B Note may deem
advisable or as to which provision is otherwise made herein. Upon reasonable
request, the Master Servicer or Special Servicer, as applicable, shall, with
respect to the A/B Mortgage Loan, provide the holder of the B Note with any
information in the Master Servicer's or Special Servicer's, as applicable,
possession with respect to such matters, including its reasons for determining
to take a proposed action.

     In the event that the holder of the B Note shall direct the Master Servicer
to take any action (other than those described in clauses (a) through (q) of the
fourth preceding paragraph), the Master Servicer shall be entitled to receive
reimbursement from collections on and other proceeds of the B Note for (i) its
reasonable out-of-pocket expenses incurred in taking such action and (ii) to the
extent that such action constitutes an extraordinary action not in the ordinary
course of administering and servicing such mortgage loan, other reasonable costs
incurred by the Master Servicer in taking such action. The Master Servicer shall
notify the holder of the B Note, prior to taking the related action, if the
Master Servicer anticipates that it will seek reimbursement therefor under the
preceding sentence, and of the estimated amount of such reimbursement, and shall
further notify the holder of the B Note if it intends to obtain actual
reimbursement in excess of the estimated amount.

     Notwithstanding anything herein to the contrary, no advice, direction or
objection from the holder of the B Note, as contemplated by this Section 9.40,
may (and the Master Servicer and Special Servicer, as applicable, shall ignore
and act without regard to any such advice, direction or objection that the
Master Servicer or Special Servicer, as applicable, has determined, in its
reasonable, good faith judgment, will) require or cause the Master Servicer or
Special Servicer to violate any provision of this Agreement or the Mortgage
Loans, including the Master Servicer's and Special Servicer's obligation to act
in accordance with the Servicing Standard. The Special Servicer will not be
obligated to seek approval from the holder of the B Note, as contemplated above,
for any actions to be taken by the Special Servicer with respect to the A/B
Mortgage Loan if (i) the Special Servicer has, as described above, notified the
holder of the B Note in writing of various actions that the Special Servicer
proposes to take with respect to the workout or liquidation of the A/B Mortgage
Loan and (ii) for 60 days following the first such notice, the holder of the B
Note has objected to all of those proposed actions and has failed to suggest any
alternative actions that the Special Servicer considers to be consistent with
the Servicing Standard. Furthermore, the rights of the holder of the B Note
under this Section 9.40 shall terminate (a "Control Appraisal Event") if (a)(1)
the initial unpaid principal of the B Note minus (2) the sum of (x) any
prepayments allocated to, and received on, the B Note, (y) any B Note Appraisal
Reduction and (z) any realized losses allocated to the B Note under this
Agreement is less than (b) 25% of the initial unpaid principal of the B Note
less any prepayments (other than prepayments constituting all or a portion of
the Maximum Prepayable Amount) allocated to, and received on, the B Note made by
the related Mortgagor. The holder of the 1290 B Note may exercise any of its
rights under this Agreement, including without limitation, this Section 9.40,
through the Certificateholder Representative (as defined in the B Note Trust
Agreement), and at the request of the holder of the 1290 B Note setting forth
the name and



                                     -257-
<PAGE>

address of the Certificateholder Representative, each notice or other
communication sent to the holder of the 1290 B Note hereunder shall also be sent
to the Certificateholder Representative.

                                   ARTICLE X

                      PURCHASE AND TERMINATION OF THE TRUST

     SECTION 10.1 TERMINATION OF TRUST UPON REPURCHASE OR LIQUIDATION OF ALL
MORTGAGE LOANS.

     (a) The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, the Class R-II Certificateholders
and REMIC III Certificateholders as set forth in Section 10.2 and other than the
obligations in the nature of information or tax reporting) shall terminate on
the earliest of (i) the later of (A) the final payment or other liquidation of
the last Mortgage Loan remaining in the Trust (and final distribution to the
Certificateholders) and (B) the disposition of all REO Property (and final
distribution to the Certificateholders) or (ii) the sale of the property held by
the Trust in accordance with Section 10.1(b) or (iii) the termination of the
Trust pursuant to Section 10.1(c) below; provided that in no event shall the
Trust created hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof.

     (b) The Master Servicer shall give the Trustee, the Luxembourg Paying Agent
and the Paying Agent notice of the date when the Aggregate Principal Balance of
the Mortgage Loans is less than or equal to one percent (1%) of the initial
Aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date. The
Paying Agent shall promptly forward such notice to the Trustee, the Depositor,
the Holder of a majority of the Controlling Class, the Master Servicer, the
Special Servicer and the Holders of the Class R-I Certificates; and the Holder
of a majority of the Controlling Class, the Master Servicer, 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 less the Master Servicing Fee Rate if the
Master Servicer is the



                                     -258-
<PAGE>


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
(and, solely with respect to a Pari Passu Loan, the related Other Operating
Adviser, if any) in order for the Trustee to determine the fair market value,
provided that the Operating Adviser is not an Affiliate of the Class R-I Holder,
the Special Servicer or the Master Servicer, or the Trustee (the fees and
expenses of which shall be paid for by buyer of the property). As a condition to
the purchase of the Trust pursuant to this Section 10.1(b), the Holder of the
majority of the Class R-I Certificates, the Special Servicer or the Master
Servicer, as the case may be, must deliver to the Trustee an Opinion of Counsel,
which shall be at the expense of such Holders, the Special Servicer or the
Master Servicer, as the case may be, stating that such termination will be a
"qualified liquidation" under section 860F(a)(4) of the Code. Such purchase
shall be made in accordance with Section 10.3.

     (c) If at any time the Holders of the Class R-I Certificates own 100% of
the REMIC III Certificates such Holders may terminate REMIC I (which will in
turn result in the termination of REMIC II and REMIC III) upon (i) the delivery
to the Trustee and the Depositor of an Opinion of Counsel (which opinion shall
be at the expense of such Holders) stating that such termination will be a
"qualified liquidation" of each REMIC under Section 860F of the Code, and (ii)
the payment of any and all costs associated with such termination. Such
termination shall be made in accordance with Section 10.3.

     (d) Upon the sale of the A Note relating to an A/B Mortgage Loan by the
Trust or the payment in full of such A Note, the related B Note shall no longer
be subject to this Agreement and shall no longer be serviced by the Master
Servicer or the Special Servicer.

     SECTION 10.2 PROCEDURE UPON TERMINATION OF TRUST.

     (a) Notice of any termination pursuant to the provisions of Section 10.1,
specifying the Distribution Date upon which the final distribution shall be
made, shall be given promptly by the Trustee by first class mail to the Paying
Agent, the Rating Agencies, the Class R-I, Class R-II and REMIC III
Certificateholders mailed no later than ten days prior to the date of such
termination. Such notice shall specify (A) the Distribution Date upon which
final distribution on the Class R-I, Class R-II and REMIC III Certificates will
be made, and upon presentation and surrender of the Class R-I, Class R-II and
REMIC III Certificates at the office or agency of the Certificate Registrar
therein specified, and (B) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distribution being made only upon
presentation and surrender of the Class R-I, Class R-II and REMIC III
Certificates at the office or agency of the Certificate Registrar therein
specified. The Trustee shall give such notice to the Depositor and the
Certificate Registrar at the time such notice is given to Holders of the Class
R-I, Class R-II and REMIC III Certificates. Upon any such termination, the
duties of the Certificate Registrar with respect to the Class R-I, Class R-II
and REMIC III Certificates shall terminate and the Trustee shall terminate, or
request the Master Servicer and the Paying Agent to



                                     -259-
<PAGE>


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, 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



                                     -260-
<PAGE>


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 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



                                     -261-
<PAGE>


suit, action or proceeding in equity or at law upon or under or with respect to
this Agreement unless the Holders of Certificates evidencing not less than 50%
of the Aggregate Principal Amount of the Certificates then outstanding shall
have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the cost, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for sixty
days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding and
no direction inconsistent with such written request has been given the Trustee
during such sixty-day period by such Certificateholders; it being understood and
intended, and being expressly covenanted by each Certificateholder with every
other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue or by
availing of any provision of this Agreement to affect, disturb or prejudice the
rights of the Holders of any other of such Certificates, or to obtain or seek to
obtain priority over or preference to any other such Holder, or to enforce any
right under this Agreement, except in the manner herein provided and for the
benefit of all Certificateholders. For the protection and enforcement of the
provisions of this Section, each and every Certificateholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

     SECTION 11.2 ACCESS TO LIST OF HOLDERS.

     (a) If the Paying Agent is not acting as Certificate Registrar, the
Certificate Registrar will furnish or cause to be furnished to the Trustee and
the Paying Agent, within fifteen days after receipt by the Certificate Registrar
of a request by the Trustee or the Paying Agent, as the case may be, in writing,
a list, in such form as the Trustee or the Paying Agent, as the case may be, may
reasonably require, of the names and addresses of the Certificateholders of each
Class as of the most recent Record Date.

     (b) If the Depositor, the Operating Adviser, the Special Servicer, the
Master Servicer, the Trustee or three or more Holders (hereinafter referred to
as "applicants," with a single Person which (together with its Affiliates) is
the Holder of more than one Class of Certificates being viewed as a single
"applicant" for these purposes) apply in writing to the Paying Agent and such
application states that the applicants desire to communicate with other Holders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such applicants propose to
transmit, then the Paying Agent shall, within five Business Days after the
receipt of such application, send, at such Person's expense, the written
communication proffered by the applicants to all Certificateholders at their
addresses as they appear in the Certificate Register.

     (c) Every Holder, by receiving and holding a Certificate, agrees with the
Depositor, the Certificate Registrar, the Paying Agent, the Master Servicer and
the Trustee that neither the Depositor, the Certificate Registrar, the Paying
Agent, the Master Servicer nor the Trustee shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Certificateholders hereunder, regardless of the source from which such
information was derived.


                                     -262-
<PAGE>


     SECTION 11.3 ACTS OF HOLDERS OF CERTIFICATES.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Depositor and the Paying Agent.
Such instrument or instruments (as the action embodies therein and evidenced
thereby) are herein sometimes referred to as an "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agents shall be sufficient for any purpose of this
Agreement and conclusive in favor of the Trustee, the Depositor and the Paying
Agent, if made in the manner provided in this Section. The Trustee agrees to
promptly notify the Depositor of any such instrument or instruments received by
it, and to promptly forward copies of the same.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by
the certificate of any notary public or other officer authorized by law to take
acknowledgments or deeds, certifying that the individual signing such instrument
or writing acknowledged to such notary public or other officer the execution
thereof. Whenever such execution is by an officer of a corporation or a member
of a partnership on behalf of such corporation or partnership, such certificate
or affidavit shall also constitute sufficient proof of such officer's or
member's authority. The fact and date of the execution of any such instrument or
writing, or the authority of the individual executing the same, may also be
proved in any other manner which the Trustee deems sufficient.

     (c) The ownership of Certificates (notwithstanding any notation of
ownership or other writing thereon made by anyone other than the Trustee) shall
be proved by the Certificate Register, and neither the Trustee nor the Depositor
nor the Paying Agent shall be affected by any notice to the contrary.

     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Certificate shall bind every future Holder
of the same Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof, in
respect of anything done, omitted or suffered to be done by the Trustee, the
Paying Agent or the Depositor in reliance thereon, whether or not notation of
such action is made upon such Certificate.

                                  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



                                     -263-
<PAGE>


time to time be held in the Certificate Account and the Distribution Account,
the Insurance Policies and any REO Properties as a REMIC ("REMIC I") under the
Code, other than any portion of the foregoing amounts allocable to a B Note and
Companion Loan. Such elections will be made on Form 1066 or other appropriate
federal tax or information return or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the REMIC I
Interests are issued. For purposes of such election, the REMIC I Regular
Interests shall each be designated as a separate Class of "regular interests" in
REMIC I and the Class R-I Certificates shall be designated as the sole Class of
"residual interests" in REMIC I. The Trustee and the Paying Agent shall not
permit the creation of any "interests" (within the meaning of Section 860G of
the Code) in any of the REMICs other than the REMIC I Regular Interests, the
REMIC II Regular Interests, the REMIC III Regular Interests and the Residual
Certificates.

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

     An election will be made by the Paying Agent to treat the segregated pool
of assets consisting of the REMIC II Regular Interests as a REMIC ("REMIC III")
under the Code. Such election will be made on Form 1066 or other appropriate
federal tax or information return or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the REMIC III
Certificates are issued. For purposes of such election, the Class A-1, Class
A-2, Class X-1 (each Class X-1 Certificate representing multiple "regular
interests" in REMIC III, as set forth in the Preliminary Statement), Class X-2
(each Class X-2 Certificate representing multiple "regular interests" in REMIC
III, as set forth in the Preliminary Statement), Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N
and Class O Certificates shall be designated as the "regular interests" in REMIC
III and the Class R-III Certificates shall be designated as the sole Class of
"residual interests" in REMIC III.

     (b) The Closing Date is hereby designated as the "Startup Day" of each
REMIC Pool within the meaning of Section 860G(a)(9) of the Code.

     (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


                                     -264-
<PAGE>


Certificateholders for original issue discount and related information in
accordance with applicable provisions of the Code.

     (e) The Paying Agent shall prepare and file all of each REMIC Pool's
federal and state income or franchise tax and information returns as such REMIC
Pool direct representative; the expenses of preparing and filing such returns
shall be borne by the Paying Agent, except that if additional state tax returns
are required to be filed in more than three states, the Paying Agent shall be
entitled, with respect to any such additional filings, to (i) be paid a
reasonable fee and (ii) receive its reasonable costs and expenses, both as
amounts reimbursable pursuant to Section 5.2(a)(vi) hereof. The Depositor, the
Master Servicer and the Special Servicer shall provide on a timely basis to the
Paying Agent or its designee such information with respect to the Trust or any
REMIC Pool as is in its possession, which the Depositor or the Master Servicer
and the Special Servicer has received or prepared by virtue of its role as
Depositor or Master Servicer and the Special Servicer hereunder and reasonably
requested by the Paying Agent to enable it to perform its obligations under this
subsection, and the Paying Agent shall be entitled to conclusively rely on such
information in the performance of its obligations hereunder. The Depositor shall
indemnify the Trust, the Trustee, the Paying Agent and the Fiscal Agent for any
liability or assessment against any of them or cost or expense (including
attorneys' fees) incurred by them resulting from any error resulting from bad
faith, negligence, or willful malfeasance of the Depositor in providing any
information for which the Depositor is responsible for preparing. The Master
Servicer and the Special Servicer shall indemnify the Trustee, the Fiscal Agent,
the Paying Agent and the Depositor for any liability or assessment against the
Trustee, the Fiscal Agent, the Depositor, the Paying Agent or any REMIC Pool and
any expenses incurred in connection with such liability or assessment (including
attorneys' fees) resulting from any error in any of such tax or information
returns resulting from errors in the information provided by the Master Servicer
or the Special Servicer, as the case may, be or caused by the negligence,
willful misconduct or bad faith of the Master Servicer or the Special Servicer,
as the case may be. The Paying Agent shall indemnify the Master Servicer, the
Depositor or any REMIC Pool for any expense incurred by the Master Servicer, the
Depositor and any REMIC Pool resulting from any error in any of such tax or
information returns resulting from errors in the preparation of such returns
caused by the negligence, willful misconduct or bad faith of the Paying Agent.
Each indemnified party shall immediately notify the indemnifying party or
parties of the existence of a claim for indemnification under this Section
12.1(e), and provide the indemnifying party or parties, at the expense of such
indemnifying party 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



                                     -265-
<PAGE>


Organization and (ii) to the Certificateholders such information or reports as
are required by the Code or REMIC Provisions.

     (g) The Paying Agent shall forward to the Depositor copies of quarterly and
annual REMIC tax returns and Internal Revenue Service Form 1099 information
returns and such other information within the control of the Paying Agent as the
Depositor may reasonably request in writing. Moreover, the Paying Agent shall
forward to each Certificateholder such forms and furnish such information within
its control as are required by the Code to be furnished to them, shall prepare
and file with the appropriate state authorities as may to the actual knowledge
of a Responsible Officer of the Paying Agent be required by applicable law and
shall prepare and disseminate to Certificateholders Internal Revenue Service
Forms 1099 (or otherwise furnish information within the control of the Paying
Agent) to the extent required by applicable law. The Paying Agent will make
available to any Certificateholder any tax related information required to be
made available to Certificateholders pursuant to the Code and any regulations
thereunder.

     (h) The Holder of more than 50% of the Percentage Interests in Class R-I,
Class R-II and Class R-III Certificates, respectively (or of the greatest
percentage of such Class R-I, Class R-II and Class R-III Certificates if no
Holder holds more than 50% thereof), shall be the applicable REMIC's Tax Matters
Person. The duties of the Tax Matters Person for each of the REMIC Pools are
hereby delegated to the Paying Agent and each Residual Certificateholder, by
acceptance of its Residual Certificate, agrees, on behalf of itself and all
successor holders of such Residual Certificate, to such delegation to the Paying
Agent as their agent and attorney in fact. If the Code or applicable regulations
prohibits the Paying Agent from signing any applicable Internal Revenue Service,
court or other administrative documents or from acting as Tax Matters Person (as
an agent or otherwise), the Paying Agent shall take whatever action is necessary
for the signing of such documents and designation of a Tax Matters Person,
including the designation of such Residual Certificateholder. The Paying Agent
shall not be required to expend or risk its own funds or otherwise incur any
other financial liability in the performance of its duties hereunder or in the
exercise of any of its rights or powers (except to the extent of the ordinary
expenses of performing its duties under this Agreement), if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

     (i) The Trustee, the Paying Agent, the Holders of the Residual
Certificates, the Master Servicer and the Special Servicer shall each exercise
reasonable care, to the extent within its control, and with respect to each of
the Trustee, Paying Agent, the Master Servicer and the Special Servicer, within
the scope of its express duties, and shall each act in accordance with this
Agreement and the REMIC Provisions in order to create and maintain the status of
each REMIC Pool as a REMIC or, as appropriate, adopt a plan of complete
liquidation with respect to each REMIC Pool.

     (j) The Trustee, the Paying Agent, the Master Servicer, the Special
Servicer, the Fiscal Agent and the Holders of Residual Certificates shall not
take any action or fail to take any action or cause any REMIC Pool to take any
action or fail to take any action if any of such persons knows or could, upon
the exercise of reasonable diligence, know, that, under the REMIC Provisions
such action or failure, as the case may be, could (i) endanger the status of any
REMIC Pool as a REMIC or (ii) result in the imposition of a tax upon any REMIC
Pool (including but



                                     -266-
<PAGE>


not limited to the tax on prohibited transactions as defined in Code Section
860F(a)(2)) unless the Trustee and the Paying Agent have received an Opinion of
Counsel (at the expense of the party seeking to take such action) to the effect
that the contemplated action will not endanger such status or result in the
imposition of such a tax. Any action required under this section which would
result in an unusual or unexpected expense shall be undertaken at the expense of
the party seeking the Trustee, the Paying Agent or the Holders of the Residual
Certificates to undertake such action.

     (k) In the event that any tax is imposed on any REMIC created hereunder,
including, without limitation, "prohibited transactions" taxes as defined in
Section 860F(a)(2) of the Code, any tax on "net income from foreclosure
property" as defined in Section 860G(c) of the Code, any taxes on contributions
to any REMIC created hereunder after the Startup Day pursuant to Section 860G(d)
of the Code, and any other tax imposed by the Code or any applicable provisions
of state or local tax laws (other than any tax permitted to be incurred by the
Special Servicer pursuant to Section 9.14(e)), such tax, together with all
incidental costs and expenses (including, without limitation, penalties and
reasonable attorneys' fees), shall be charged to and paid by: (i) the Paying
Agent, if such tax arises out of or results from a breach of any of its
obligations under this Agreement; (ii) the Special Servicer, if such tax arises
out of or results from a breach by the Special Servicer of any of its
obligations under this Agreement; (iii) the Master Servicer, if such tax arises
out of or results from a breach by the Master Servicer of any of its obligations
under this Agreement; (iv) the Fiscal Agent, if such tax arises out of or
results from a breach by the Fiscal Agent of any of its obligations under this
Agreement; and (v) the Trust in all other instances. Any tax permitted to be
incurred by the Special Servicer pursuant to Section 9.14(e) shall be charged to
and paid by the Trust from the net income generated on the related REO Property.
Any such amounts payable by the Trust in respect of taxes shall be paid by the
Paying Agent out of amounts on deposit in the Distribution Account.

     (l) The Paying Agent and, to the extent that records are maintained by the
Master Servicer or the Special Servicer in the normal course of its business,
the Master Servicer and the Special Servicer shall, for federal income tax
purposes, maintain books and records with respect to each REMIC Pool on a
calendar year and on an accrual basis. Notwithstanding anything to the contrary
contained herein, except to the extent provided otherwise in the Mortgage Loans
or in the Mortgages, all amounts collected on the Mortgage Loans shall, for
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



                                     -267-
<PAGE>


the Certificates, as applicable, and the projected cash flows of the Mortgage
Loans. Thereafter, the Depositor shall provide to the Paying Agent or its
designee, promptly upon request therefor, any such additional information or
data within the Depositor's possession or knowledge that the Paying Agent may,
from time to time, reasonably request in order to enable the Paying Agent to
perform its duties as set forth herein. The Paying Agent is hereby directed to
use any and all such information or data provided by the Depositor in the
preparation of all federal and state income or franchise tax and information
returns and reports for each REMIC Pool to Certificateholders as required
herein. The Depositor hereby indemnifies the Trustee, the Paying Agent, the
Fiscal Agent, and each REMIC Pool for any losses, liabilities, damages, claims,
expenses (including attorneys' fees) or assessments against the Trustee, the
Paying Agent, the Fiscal Agent and each REMIC Pool arising from any errors or
miscalculations of the Paying Agent pursuant to this Section that result from
any failure of the Depositor to provide, or to cause to be provided, accurate
information or data to the Paying Agent (but not resulting from the methodology
employed by the Paying Agent) on a timely basis and such indemnification shall
survive the termination of this Agreement and the termination or resignation of
the Paying Agent and the Fiscal Agent.

     The Paying Agent agrees that all such information or data so obtained by it
are to be regarded as confidential information and agrees that it shall use its
reasonable best efforts to retain in confidence, and shall ensure that its
officers, employees and representatives retain in confidence, and shall not
disclose, without the prior written consent of the Depositor, any or all of such
information or data, or make any use whatsoever (other than for the purposes
contemplated by this Agreement) of any such information or data without the
prior written consent of the Depositor, unless such information is generally
available to the public (other than as a result of a breach of this Section
12.1(n)) or is required by law or applicable regulations to be disclosed or is
disclosed (i) to independent auditors and accountants, counsel and other
professional advisers of the Paying Agent and its parent, or (ii) in connection
with its rights and obligations under this Agreement.

     (o) At all times as may be required by the Code, the Master Servicer will
to the extent within its control and the scope of its duties more specifically
set forth herein, maintain substantially all of the assets of REMIC I as
"qualified mortgages" as defined in 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 November 2022.

     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



                                     -268-
<PAGE>


Account or Distribution Account for gain, nor accept any contributions to any
REMIC Pool (other than a cash contribution during the 3-month period beginning
on the Startup Day), unless it has received an Opinion of Counsel (at the
expense of the Person requesting such action) to the effect that such
disposition, acquisition, substitution, or acceptance will not (A) affect
adversely the status of any REMIC Pool as a REMIC or of the REMIC Certificates,
other than the Residual Certificates, as the regular interests therein, (B)
affect the distribution of interest or principal on the Certificates, (C) result
in the encumbrance of the assets transferred or assigned to any REMIC Pool
(except pursuant to the provisions of this Agreement) or (D) cause any REMIC
Pool to be subject to a tax on "prohibited transactions" or "prohibited
contributions" or other tax pursuant to the REMIC Provisions.

     SECTION 12.3 MODIFICATIONS OF MORTGAGE LOANS. Notwithstanding anything to
the contrary in this Agreement, neither the Trustee, the Paying Agent, the
Master Servicer nor the Special Servicer shall permit any modification of a
Money Term of a Mortgage Loan or a Specially Serviced Mortgage Loan unless (i)
the Trustee, the Special Servicer, Paying Agent and the Master Servicer have
received a Nondisqualification Opinion or a ruling from the Internal Revenue
Service (at the expense of the party making the request that the Master Servicer
or the Special Servicer modify the Mortgage Loan or a Specially Serviced
Mortgage Loan) to the effect that such modification would not be treated as an
exchange pursuant to Section 1001 of the Code (or, if it would be so treated,
would not be treated as a "significant modification" for purposes of Section
1.860G-2(B) of the Treasury Regulations) or (ii) such modification meets the
requirements set forth in Sections 8.18 or 9.5.

     SECTION 12.4 LIABILITY WITH RESPECT TO CERTAIN TAXES AND LOSS OF REMIC
STATUS. In the event that any REMIC Pool fails to qualify as a REMIC, loses its
status as a REMIC, or incurs state or local taxes, or tax as a result of a
prohibited transaction or prohibited contribution subject to taxation under the
REMIC Provisions due to the negligent performance by either the Trustee or the
Paying Agent of its respective duties and obligations set forth herein, the
Trustee or the Paying Agent, as the case may be, shall be liable to the REMIC
Pools and the Holders of the Residual Certificates for any and all losses,
claims, damages, liabilities or expenses ("Losses") resulting from such
negligence and relating to the Residual Certificates; provided, however, that
the Trustee, or the Paying Agent, as applicable, shall not be liable for any
such Losses attributable to the action or inaction of the Master Servicer, the
Special Servicer, the Trustee (with respect to the Paying Agent), the Paying
Agent (with respect to the Trustee), the Depositor or the Holders of such
Residual Certificates nor for any such Losses resulting from any actions or
failure to act based upon reliance on an Opinion of Counsel or from
misinformation provided by the Master Servicer, the Special Servicer, the
Trustee (with respect to the Paying Agent), the Paying Agent (with respect to
the Trustee), the Depositor or such Holders of the Residual Certificates on
which the Trustee or the Paying Agent, as the case may be, has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies of
the Holders of the Residual Certificates now or hereafter existing at law or in
equity. The Trustee or the Paying Agent shall be entitled to intervene in any
litigation in connection with the foregoing and to maintain control over its
defense.

     SECTION 12.5 RESERVED.

                                     -269-
<PAGE>


                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

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

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

     SECTION 13.3 AMENDMENT.

     (a) This Agreement may be amended from time to time by the parties hereto,
without notice to or the consent of any of the Holders, (i) to cure any
ambiguity, (ii) to cause the provisions herein to conform to or be consistent
with or in furtherance of the statements made with respect to the Certificates,
the Trust or this Agreement in the Private Placement Memorandum, the Preliminary
Prospectus Supplement, the Final Prospectus Supplement or the Prospectus, or to
correct or supplement any provision herein which may be inconsistent with any
other provisions herein, (iii) to amend any provision hereof to the extent
necessary or desirable to maintain the status of each REMIC Pool as a REMIC 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
or the holder of any 1290 Avenue of the Americas Loan Securities (unless such
Certificateholder or holder 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 Certificateholder or the holder of any
1290 Avenue of the Americas Loan Securities not consenting thereto without the
consent of 100% of the Certificateholders (if adversely affected) or the consent
of each holder of a 1290 Avenue of the Americas Companion Loan or 1290 B Note
(if adversely affected) or (B) adversely affect the status of any REMIC Pool as
a REMIC. Prior to entering into any amendment without the consent of Holders
pursuant to this paragraph, the Trustee may require an Opinion of Counsel and a
Nondisqualification Opinion (in the case of clauses (i), (ii) and (iii), at the
expense of the Depositor, and otherwise at the expense of the party requesting
such amendment, except that if the Trustee requests such amendment, such
amendment shall be at the expense of the Depositor, if the Depositor consents),
to the effect that such amendment is permitted under this paragraph. Any such
amendment shall be deemed not to adversely affect in any material economic
respect any Holder if the Trustee receives a Rating Agency Confirmation



                                     -270-
<PAGE>


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 or any class of 1290 Avenue of
the Americas Loan Securities (if such amendment would affect any of the 1290
Avenue of the Americas Companion Loan, 1290 B Note or 1290 Avenue of the
Americas Loan Securities) to be qualified, withdrawn or downgraded; provided,
however, that such amendment may not effect any of the items set forth in
clauses (i) through (iv) of the proviso in paragraph (c) of this Section 13.3.
The Trustee may request, at its option, to receive a Nondisqualification Opinion
and an Opinion of Counsel that any amendment pursuant to this Section 13.3(b) is
permitted by this Agreement at the expense of the party requesting the
amendment.

     (c) This Agreement may also be amended from time to time by the parties
with the consent of the Holders of not less than 51% of the Aggregate
Certificate Balance of the Certificates then outstanding (and if such amendment
adversely affects the 1290 B Note, only with the consent of the holder of the
1290 B Note), 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 or such holders; provided that no such
amendment may (i) directly or indirectly reduce in any manner the amount of, or
delay the timing of the distributions required to be made on any Certificate or
to the holders of the 1290 Avenue of the Americas Companion Loans or 1290 B
Note, as applicable, without the consent of the related Certificateholders and
each affected holder of any 1290 Avenue of the Americas Loan Securities, (ii)
(a) 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 or (b) adversely affect, directly or indirectly, the voting
rights, control rights or consent rights of a holder of the 1290 Avenue of the
Americas Companion Loan or the 1290 B Note without the consent of such holders,
(iii) no such amendment shall eliminate or reduce the Master Servicer's, the
Trustee's or the Fiscal Agent's obligation to make an Advance, including without
limitation, in the case of the Master Servicer, the obligation to advance on a B
Note or a Companion Loan, or alter the Servicing Standard except as may be
necessary or desirable to comply with the REMIC Provisions or (iv) adversely
affect the status of any REMIC Pool as a REMIC for federal income tax purposes
(as evidenced by a Nondisqualification Opinion) without the consent of 100% of
the Certificateholders (including the Class R-I, Class R-II and Class R-III
Certificateholders), or adversely affect the tax status of the B Note Trust
without the consent of 100% of the holders of any direct beneficial interest in
the B Note Trust; 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.


                                     -271-
<PAGE>


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

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

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

     (h) Notwithstanding the fact that the provisions in Section 13.3(c) would
otherwise apply, with respect to any amendment that significantly modifies the
permitted activities of the Trust, 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.

     (i) Notwithstanding anything to the contrary contained in this Section
13.3, the parties hereto agree that this Agreement may be amended pursuant to
Section 8.26(d) herein without any notice to or consent of any of the
Certificateholders, Opinions of Counsel, Officer's Certificates or Rating Agency
Confirmation.

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

     SECTION 13.5 NOTICES. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given when received by
(A) in the case of the Depositor, Morgan Stanley Dean Witter Capital I Inc.,
1585 Broadway, New York, New York 10036, Attention: Cecilia Tarrant, with a copy
to: 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
Principal, Principal Global Investors, LLC, 801 Grand Avenue, Des Moines Iowa
50392, Attention: Patrick Halter, with a copy to Karen Pearston, Esq.; (E) in
the case of BSCMI, Bear Stearns Commercial Mortgage Inc., 383 Madison Avenue,
New York, New York 10179, Attention: J. Christopher Hoeffel, Senior Managing
Director,



                                     -272-
<PAGE>


Commercial Mortgage Department, with copies to the attention of Joseph T.
Jurkowski, Jr., Managing Director, Legal Department; (F) 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: General Counsel; (G) in
the case of JHREF, John Hancock Real Estate Finance, Inc., 200 Clarendon Street,
Boston, Massachusetts 02117, Attention: Barry S. Nectow, Senior Vice President,
with copies to the attention of Michael M. Epstein, Esq. and Nathaniel I.
Margolis, Esq.; (H) in the case of the Special Servicer, ARCap Special
Servicing, Inc., 5605 N. MacArthur Blvd., Suite 950, Irving, Texas 75038,
Attention: James L. Duggins, (I) in the case of the initial Operating Adviser,
ARCap CMBS Fund REIT, Inc., 5605 N. MacArthur Blvd., Suite 950, Irving, Texas
75038, Attention: James L. Duggins; and (J) in the case of the Paying Agent,
Wells Fargo Bank Minnesota, National Association, 9062 Old Annapolis Road,
Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS) Morgan
Stanley Dean Witter Capital I Inc., Series 2003-TOP9, or as to each party such
other address as may hereafter be furnished by such party to the other parties
in writing. Any notice required or permitted to be mailed to a Holder shall be
given by first class mail, postage prepaid, at the address of such Holder as
shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the Holder receives such notice.

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

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

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

     SECTION 13.9 BENEFITS OF AGREEMENT. Nothing in this Agreement or in the
Certificates, express or implied, shall give to any Person, other than the
parties to this Agreement (including any Primary Servicer to the extent
applicable to such Primary Servicer) and their successors hereunder and the
Holders of the Certificates, any benefit or any legal or equitable right, power,
remedy or claim under this Agreement; provided, however, that the Mortgagors set
forth on Schedule VIII hereto are intended third-party beneficiaries of the
fifth and sixth paragraph of Section 2.3(a) and the holder of each Companion
Loan and B Note and the B Note Operating Adviser, if any, is an intended
third-party beneficiary in respect of the rights afforded it hereunder.


                                     -273-
<PAGE>


     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 (and, solely with respect to a Pari Passu
Loan, the related Other Operating Adviser, if any) 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;

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

          (v) the appointment of any successor to the Master Servicer, the
Fiscal Agent, the Trustee, the Paying Agent, the Operating Adviser or the
Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof;

          (vi) waiver of a due-on-sale clause as provided in Section 8.7;

          (vii) waiver of a prohibition on subordinate liens on the Mortgaged
Properties;

          (viii) the making of a final payment pursuant to Section 10.3 hereof;

          (ix) a Servicing Transfer Event; and

          (x) an Event of Default.

     (b) All notices to the Rating Agencies shall be in writing and sent by
first class mail, telecopy or overnight courier, as follows:

                  If to S&P, to:

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

                  If to Fitch, to:

                  Fitch Ratings
                  One State Street Plaza
                  New York, NY 10004


                                     -274-
<PAGE>


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

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

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

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

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

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

     (d) The Master Servicer shall deliver to the Rating Agencies and the
Depositor any other information as reasonably requested by the Rating Agencies
and the Depositor, and shall deliver to the 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:


                                     -275-
<PAGE>


          (i) the property described in clauses (1)-(4) below (regardless of
whether subject to the UCC or how classified thereunder) and all accounts,
general intangibles, chattel paper, instruments, documents, money, deposit
accounts, certificates of deposit, goods, letters of credit, advices of credit
and investment property consisting of, arising from or relating to any of the
property described in clauses (1)-(4) below: (1) the Mortgage Loans identified
on the Mortgage Loan Schedule, including the related Mortgage Notes, Mortgages,
security agreements, and title, hazard and other insurance policies, including
all Qualifying Substitute Mortgage Loans, all distributions with respect thereto
payable on and after the Cut-Off Date, and the Mortgage Files; (2) the
Distribution Account, all REO Accounts, the Certificate Account, the Reserve
Account and the Interest Reserve Account, including all property therein and all
income from the investment of funds therein (including any accrued discount
realized on liquidation of any investment purchased at a discount); (3) the
REMIC I Regular Interests and the REMIC II Regular Interests; and (4) the
Mortgage Loan Purchase Agreements that are permitted to be assigned to the
Trustee pursuant to Section 14 thereof;

          (ii) all accounts, general intangibles, chattel paper, instruments,
documents, money, deposit accounts, certificates of deposit, goods, letters of
credit, advices of credit, investment property, and other rights arising from or
by virtue of the disposition of, or collections with respect to, or insurance
proceeds payable with respect to, or claims against other Persons with respect
to, all or any part of the collateral described in clause (i) above (including
any accrued discount realized on liquidation of any investment purchased at a
discount); and

     All cash and non-cash Proceeds (as defined in the Uniform Commercial Code)
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 8-301 and 9-315 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




                                     -276-
<PAGE>


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 that no monitoring
fees are payable subsequent to the Closing Date in respect of the rating of the
Certificates. The Master Servicer shall not be required to pay any such fees or
any fees charged for any Rating Agency Confirmation (except any confirmation
required under Section 8.22, Section 8.23 or in connection with a termination
and replacement of the Master Servicer following an Event of Default of the
Master Servicer).

     SECTION 13.15 ACKNOWLEDGEMENT BY PRIMARY SERVICERS. The Primary Servicers
agree, 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, 8.25(d) and 8.26 of this Agreement.



                                     -277-
<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:
                              ----------------------------------
                               Name:
                               Title:



                           WELLS FARGO BANK, NATIONAL ASSOCIATION,
                           as Master Servicer


                           By:
                              ----------------------------------
                               Name:
                               Title:



                           ARCAP SPECIAL SERVICING, INC., as Special Servicer


                           By:
                              ----------------------------------
                               Name:
                               Title:



                           LASALLE BANK NATIONAL ASSOCIATION,
                           as Trustee


                           By:
                              ----------------------------------
                               Name:
                               Title:



                                     -278-
<PAGE>

                           ABN AMRO BANK N.V., as Fiscal Agent


                           By:
                              ----------------------------------
                               Name:
                               Title:


                           By:
                              ----------------------------------
                               Name:
                               Title:



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


                           By:
                              ----------------------------------
                               Name:
                               Title:


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


                           By:
                              ----------------------------------
                               Name:
                               Title:


                           By:
                              ----------------------------------
                               Name:
                               Title:


                            JOHN HANCOCK REAL ESTATE FINANCE, INC., acting
                            solely in its capacity as Primary Servicer with
                            respect to the sections referred to in Section 13.15
                            of the Agreement


                           By:
                              ----------------------------------
                               Name:
                               Title:




                                     -279-
<PAGE>


                                                                  EXECUTION COPY




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

          On this __ day of February 2003, 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 February 2003, 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 February 2003, 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 February 2003, 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 February 2003, 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 February 2003, 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 February 2003, 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,

                         ARCAP SPECIAL SERVICING, INC.,
                              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 FEBRUARY 1, 2003

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

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2003-TOP9



<PAGE>


                                   EXHIBIT A-1

                         [FORM OF CLASS A-1 CERTIFICATE]


THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-1 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

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



<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003-TOP9

<TABLE>
<CAPTION>
<S>                                                     <C>
INITIAL PASS-THROUGH RATE:  %                           MASTER SERVICER: WELLS FARGO BANK,
                                                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF FEBRUARY 1, 2003                                  SPECIAL SERVICER: ARCAP SPECIAL
                                                        SERVICING, INC.
CUT-OFF DATE: FEBRUARY 1, 2003
                                                        PAYING AGENT: WELLS FARGO BANK
CLOSING DATE: FEBRUARY 6, 2003                          MINNESOTA, NATIONAL ASSOCIATION

FIRST DISTRIBUTION DATE: MARCH 13, 2003                 PRIMARY SERVICER:PRINCIPAL GLOBAL
                                                        INVESTORS, LLC
AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $        TRUSTEE: LASALLE BANK NATIONAL ASSOCIATION

CERTIFICATE BALANCE OF THIS CLASS A-1                   FISCAL AGENT: ABN AMRO BANK N.V.
CERTIFICATE AS OF THE CLOSING DATE: $
                                                        CUSIP NO.
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 2003-TOP9 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 13th day of
each month or, if such 13th 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: February 6, 2003


                          CERTIFICATE OF AUTHENTICATION

         THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                         WELLS FARGO BANK MINNESOTA,
                                         NATIONAL ASSOCIATION,
                                         AUTHENTICATING AGENT



                                         By: ___________________________________
                                                  AUTHORIZED SIGNATORY






<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>                                             <C>
TEN COM -  as tenant in common                  UNIF GIFT MIN ACT...............Custodian
TEN ENT -  as tenants by the entireties                                (Cust)
JT TEN  -  as joint tenants with rights of             Under Uniform Gifts to Minors
           survivorship and not as tenants in
           common                                        Act.......................
                                                                    (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                                         PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------  IDENTIFYING NUMBER OF ASSIGNEE

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

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


--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________        _________________________________________
                                       NOTICE: The signature to this assignment
                                       must correspond with the name as written
                                       upon the face of this Certificate in
                                       every particular without alteration or
                                       enlargement or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the
New York Stock Exchange or another national
securities exchange. Notarized or witnessed
signatures are not acceptable.





<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

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




<PAGE>


                                   EXHIBIT A-2

                         [FORM OF CLASS A-2 CERTIFICATE]

THIS CLASS A-2 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-3 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

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



<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003-TOP9


<TABLE>
<CAPTION>
<S>                                                    <C>
INITIAL PASS-THROUGH RATE: %                           MASTER SERVICER: WELLS FARGO BANK,
                                                       NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF FEBRUARY 1, 2003                                 SPECIAL SERVICER: ARCAP SPECIAL
                                                       SERVICING, INC.
CUT-OFF DATE: FEBRUARY 1, 2003
                                                       PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
CLOSING DATE: FEBRUARY 6, 2003                         ASSOCIATION

FIRST DISTRIBUTION DATE: MARCH 13, 2003                PRIMARY SERVICER: PRINCIPAL GLOBAL
                                                       INVESTORS, LLC
AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-2 CERTIFICATES AS OF THE CLOSING DATE: $       TRUSTEE: LASALLE BANK NATIONAL
                                                       ASSOCIATION
CERTIFICATE BALANCE OF THIS CLASS A-2
CERTIFICATE AS OF THE CLOSING DATE: $                  FISCAL AGENT: ABN AMRO BANK N.V.

No. A-2-1                                              CUSIP NO.
</TABLE>


                              CLASS A-2 CERTIFICATE

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


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class A-2 Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this

<PAGE>


Certificate specified on the face hereof by the aggregate initial Certificate
Balance of the Class A-2 Certificates. The Certificates are designated as the
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2003-TOP9 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 13th day of
each month or, if such 13th 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: February 6, 2003


                          CERTIFICATE OF AUTHENTICATION

         THIS IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                           WELLS FARGO BANK MINNESOTA,
                                           NATIONAL ASSOCIATION,
                                           AUTHENTICATING AGENT



                                           By: _________________________________
                                                    AUTHORIZED SIGNATORY




<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>                                                   <C>
TEN COM -  as tenant in common                        UNIF GIFT MIN ACT................Custodian
TEN ENT -  as tenants by the entireties                                      (Cust)
JT TEN  -  as joint tenants with rights of                     Under Uniform Gifts to Minors
           survivorship and not as tenants in
           common
                                                                 Act.......................
                                                                             (State)
</TABLE>


     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                                          PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------   IDENTIFYING NUMBER OF ASSIGNEE

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

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.

Dated:_________________________         ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the
New York Stock Exchange or another national
securities exchange.  Notarized or witnessed
signatures are not acceptable.



<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

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


<PAGE>



                                   EXHIBIT A-3

                                   [RESERVED]




<PAGE>


                                   EXHIBIT A4

                                   [RESERVED]



<PAGE>


                                   EXHIBIT A-5

                          [FORM OF CLASS B CERTIFICATE]


THIS CLASS B CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

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

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

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



<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003-TOP9


<TABLE>
<CAPTION>
<S>                                                <C>
INITIAL PASS-THROUGH RATE %                        MASTER SERVICER: WELLS FARGO BANK,
                                                   NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF FEBRUARY 1, 2003                             SPECIAL SERVICER: ARCAP SPECIAL
                                                   SERVICING, INC.
CUT-OFF DATE: FEBRUARY 1, 2003
                                                   PAYING AGENT: WELLS FARGO BANK
CLOSING DATE: FEBRUARY 6, 2003                     MINNESOTA, NATIONAL ASSOCIATION

FIRST DISTRIBUTION DATE: MARCH 13, 2003            PRIMARY SERVICER: PRINCIPAL GLOBAL
                                                   INVESTORS, LLC
AGGREGATE CERTIFICATE BALANCE OF THE CLASS B
CERTIFICATES AS OF THE CLOSING DATE: $             TRUSTEE: LASALLE BANK NATIONAL
                                                   ASSOCIATION
CERTIFICATE BALANCE OF THIS CLASS B
CERTIFICATE AS OF THE CLOSING DATE: $              FISCAL AGENT: ABN AMRO BANK N.V.

No. B-1                                            CUSIP NO.
</TABLE>


                               CLASS B CERTIFICATE

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


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class B Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this

<PAGE>

Certificate specified on the face hereof by the aggregate initial Certificate
Balance of the Class B Certificates. The Certificates are designated as the
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2003-TOP9 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 13th day of
each month or, if such 13th 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: February 6, 2003


                          CERTIFICATE OF AUTHENTICATION

         THIS IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                           WELLS FARGO BANK MINNESOTA,
                                           NATIONAL ASSOCIATION,
                                           AUTHENTICATING AGENT



                                           By: _________________________________
                                                    AUTHORIZED SIGNATORY






<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>                                                  <C>
TEN COM - as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT - as tenants by the entireties                                          (Cust)
JT TEN  - as joint tenants with rights of                         Under Uniform Gifts to Minors
          survivorship and not as tenants in
          common                                                        Act.......................
                                                                                  (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                                          PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------   IDENTIFYING NUMBER OF ASSIGNEE

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

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________        _________________________________________
                                       NOTICE: The signature to this assignment
                                       must correspond with the name as written
                                       upon the face of this Certificate in
                                       every particular without alteration or
                                       enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the
New York Stock Exchange or another national
securities exchange.  Notarized or witnessed
signatures are not acceptable.





<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

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






<PAGE>


                                   EXHIBIT A-6

                          [FORM OF CLASS C CERTIFICATE]


THIS CLASS C CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

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

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

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





<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003-TOP9


<TABLE>
<CAPTION>
<S>                                                 <C>
INITIAL PASS-THROUGH RATE: %                        MASTER SERVICER: WELLS FARGO BANK,
                                                    NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF FEBRUARY 1, 2003                              SPECIAL SERVICER: ARCAP SPECIAL
                                                    SERVICING, INC.
CUT-OFF DATE: FEBRUARY 1, 2003
                                                    PAYING AGENT: WELLS FARGO BANK
CLOSING DATE: FEBRUARY 6, 2003                      MINNESOTA, NATIONAL ASSOCIATION

FIRST DISTRIBUTION DATE: MARCH 13, 2003             PRIMARY SERVICER: PRINCIPAL GLOBAL
                                                    INVESTORS, LLC
AGGREGATE CERTIFICATE BALANCE OF THE
CLASS C CERTIFICATES AS OF THE CLOSING DATE: $      TRUSTEE: LASALLE BANK NATIONAL
                                                    ASSOCIATION
CERTIFICATE BALANCE OF THIS CLASS C
CERTIFICATE AS OF THE CLOSING DATE: $               FISCAL AGENT: ABN AMRO BANK N.V.

No. C-1                                             CUSIP NO.
</TABLE>


                               CLASS C CERTIFICATE

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


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class C Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this

<PAGE>


Certificate specified on the face hereof by the aggregate initial Certificate
Balance of the Class C Certificates. The Certificates are designated as the
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2003-TOP9 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 13th day of
each month or, if such 13th 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

<PAGE>


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: February 6, 2003


                          CERTIFICATE OF AUTHENTICATION

         THIS IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                      WELLS FARGO BANK MINNESOTA,
                                      NATIONAL ASSOCIATION,
                                      AUTHENTICATING AGENT



                                      By: ______________________________________
                                               AUTHORIZED SIGNATORY




<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>                                                   <C>
TEN COM -  as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -  as tenants by the entireties                                           (Cust)
JT TEN  -  as joint tenants with rights of                           Under Uniform Gifts to Minors
           survivorship and not as tenants in
           common
                                                                       Act.......................
                                                                                  (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                                          PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------   IDENTIFYING NUMBER OF ASSIGNEE

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

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________         ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the
New York Stock Exchange or another national
securities exchange.  Notarized or witnessed
signatures are not acceptable.




<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

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





<PAGE>


                                   EXHIBIT A-7

                          [FORM OF CLASS D CERTIFICATE]


THIS CLASS D CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

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

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

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





<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003-TOP9

<TABLE>
<CAPTION>
<S>                                                <C>
INITIAL PASS-THROUGH RATE: %                       MASTER SERVICER: WELLS FARGO BANK,
                                                   NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF FEBRUARY 1, 2003                             SPECIAL SERVICER: ARCAP SPECIAL
                                                   SERVICING, INC.
CUT-OFF DATE: FEBRUARY 1, 2003
                                                   PAYING AGENT: WELLS FARGO BANK
CLOSING DATE: FEBRUARY 6, 2003                     MINNESOTA, NATIONAL ASSOCIATION

FIRST DISTRIBUTION DATE: MARCH 13, 2003            PRIMARY SERVICER: PRINCIPAL GLOBAL
                                                   INVESTORS, LLC
AGGREGATE CERTIFICATE BALANCE OF THE
CLASS D CERTIFICATES AS OF THE CLOSING             TRUSTEE: LASALLE BANK NATIONAL
DATE: $                                            ASSOCIATION

CERTIFICATE BALANCE OF THIS CLASS D                FISCAL AGENT: ABN AMRO BANK N.V.
CERTIFICATE AS OF THE CLOSING DATE: $
                                                   CUSIP NO.
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 quotient expressed as a
percentage obtained by dividing the Certificate Balance of this

<PAGE>


Certificate specified on the face hereof by the aggregate initial Certificate
Balance of the Class D Certificates. The Certificates are designated as the
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2003-TOP9 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 13th day of
each month or, if such 13th 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: February 6, 2003


                          CERTIFICATE OF AUTHENTICATION

         THIS IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                         WELLS FARGO BANK MINNESOTA,
                                         NATIONAL ASSOCIATION,
                                         AUTHENTICATING AGENT



                                         By: ___________________________________
                                                  AUTHORIZED SIGNATORY


<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>                                                  <C>
TEN COM - as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT - as tenants by the entireties                                            (Cust)
JT TEN  - as joint tenants with rights of                         Under Uniform Gifts to Minors
          survivorship and not as tenants in
          common
                                                                       Act.......................
                                                                                 (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                                          PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------   IDENTIFYING NUMBER OF ASSIGNEE

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

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________        _________________________________________
                                       NOTICE: The signature to this assignment
                                       must correspond with the name as written
                                       upon the face of this Certificate in
                                       every particular without alteration or
                                       enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the
New York Stock Exchange or another national
securities exchange.  Notarized or witnessed
signatures are not acceptable.





<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

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







<PAGE>


                                   EXHIBIT A-8

                          [FORM OF CLASS E CERTIFICATE]


THIS CLASS E CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

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

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

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

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

<PAGE>

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





<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003-TOP9

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE: %                                     MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF FEBRUARY 1,
2003                                                             SPECIAL SERVICER:  ARCAP SPECIAL SERVICING, INC.

CUT-OFF DATE: FEBRUARY 1, 2003                                   PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                  ASSOCIATION
CLOSING DATE: FEBRUARY 6, 2003
                                                                 PRIMARY SERVICER:  PRINCIPAL GLOBAL INVESTORS, LLC
FIRST DISTRIBUTION DATE: MARCH 13, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS E CERTIFICATES
AS OF THE CLOSING DATE:  $                                       FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS E CERTIFICATE AS OF THE        CUSIP NO.
CLOSING DATE:  $
(SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)
</TABLE>

No.  E-1

                               CLASS E CERTIFICATE

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


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class E Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the


<PAGE>

quotient expressed as a percentage obtained by dividing the Certificate Balance
of this Certificate specified on the face hereof by the aggregate initial
Certificate Balance of the Class E Certificates. The Certificates are designated
as the Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2003-TOP9 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 13th
day of each month or, if such 13th 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:  February 6, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                   WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                   AUTHENTICATING AGENT



                   By: _________________________________________________________
                            AUTHORIZED SIGNATORY






<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<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)

     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

----------------------------------------------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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

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

-------------------------------------------------------------------------------------------------------------------
                                    Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.

Dated:_________________________                       _______________________________
                                                      NOTICE:  The signature to this assignment must correspond with
                                                      the name as written upon the face of this Certificate in every
                                                      particular without alteration or enlargement or any change
                                                      whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange.  Notarized or witnessed signatures are not acceptable.
</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.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

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

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

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

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

<PAGE>

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





<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003-TOP9

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE: %                                     MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF FEBRUARY 1,
2003                                                             SPECIAL SERVICER:  ARCAP SPECIAL SERVICING, INC.

CUT-OFF DATE: FEBRUARY 1, 2003                                   PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                  ASSOCIATION
CLOSING DATE: FEBRUARY 6, 2003
                                                                 PRIMARY SERVICER:  PRINCIPAL GLOBAL INVESTORS, LLC
FIRST DISTRIBUTION DATE: MARCH 13, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES
AS OF THE CLOSING DATE:  $                                       FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS F CERTIFICATE AS OF THE        CUSIP NO.
CLOSING DATE: $
(SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)
</TABLE>

No. F-1

                               CLASS F CERTIFICATE

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


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class F Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the



<PAGE>



quotient expressed as a percentage obtained by dividing the Certificate
Balance of this Certificate specified on the face hereof by the aggregate
initial Certificate Balance of the Class F Certificates. The Certificates
are designated as the Morgan Stanley Dean Witter Capital I Inc., Commercial
Mortgage Pass-Through Certificates, Series 2003-TOP9 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 13th
day of each month or, if such 13th 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: February 6, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                              WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                              AUTHENTICATING AGENT



                              By: ______________________________________________
                                        AUTHORIZED SIGNATORY






<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<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)
                            Additional abbreviations may also be used though not in the above list.
                                                       FORM OF TRANSFER

                         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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

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

-------------------------------------------------------------------------------------------------------------------
                                    Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.

Dated:_________________________                       _______________________________
                                                      NOTICE:  The signature to this assignment must correspond with
                                                      the name as written upon the face of this Certificate in every
                                                      particular without alteration or enlargement or any change
                                                      whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange.  Notarized or witnessed signatures are not acceptable.
</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 2003-TOP9

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE:  %                                    MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF FEBRUARY 1,
2003                                                             SPECIAL SERVICER:  ARCAP SPECIAL SERVICING, INC.

CUT-OFF DATE: FEBRUARY 1, 2003                                   PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                  ASSOCIATION
CLOSING DATE: FEBRUARY 6, 2003
                                                                 PRIMARY SERVICER:  PRINCIPAL GLOBAL INVESTORS, LLC
FIRST DISTRIBUTION DATE: MARCH 13, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS G CERTIFICATES
AS OF THE CLOSING DATE:  $                                       FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS G CERTIFICATE AS OF THE        CUSIP NO.
CLOSING DATE: $
(SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)

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 2003-TOP9 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 13th
day of each month or, if such 13th 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: February 6, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                   WELLS FARGO BANK MINNESOTA, NATIONAL
                                   ASSOCIATION, AUTHENTICATING AGENT



                                   By: ________________________________________
                                            AUTHORIZED SIGNATORY






<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<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)
                            Additional abbreviations may also be used though not in the above list.
                                                       FORM OF TRANSFER

                         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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

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

-------------------------------------------------------------------------------------------------------------------
                                    Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.

Dated:_________________________                       _______________________________
                                                      NOTICE:  The signature to this assignment must correspond with
                                                      the name as written upon the face of this Certificate in every
                                                      particular without alteration or enlargement or any change
                                                      whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange.  Notarized or witnessed signatures are not acceptable.
</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 2003-TOP9

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE:  %                                    MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF FEBRUARY 1,
2003                                                             SPECIAL SERVICER:  ARCAP SPECIAL SERVICING, INC.

CUT-OFF DATE: FEBRUARY 1, 2003                                   PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                  ASSOCIATION
CLOSING DATE: FEBRUARY 6, 2003
                                                                 PRIMARY SERVICER:  PRINCIPAL GLOBAL INVESTORS, LLC
FIRST DISTRIBUTION DATE: MARCH 13, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS H CERTIFICATES
AS OF THE CLOSING DATE:  $                                       FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS H CERTIFICATE AS OF THE        CUSIP NO.
CLOSING DATE: $
(SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)
</TABLE>

No. H-1

                               CLASS H CERTIFICATE

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


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class H Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the



<PAGE>


quotient expressed as a percentage obtained by dividing the Certificate Balance
of this Certificate specified on the face hereof by the aggregate initial
Certificate Balance of the Class H Certificates. The Certificates are designated
as the Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2003-TOP9 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 13th
day of each month or, if such 13th 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: February 6, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    WELLS FARGO BANK MINNESOTA, NATIONAL
                                    ASSOCIATION, AUTHENTICATING AGENT



                                    By: _____________________________________
                                             AUTHORIZED SIGNATORY






<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<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)
                            Additional abbreviations may also be used though not in the above list.
                                                       FORM OF TRANSFER

                         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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

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

-------------------------------------------------------------------------------------------------------------------
                                    Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.

Dated:_________________________                       _______________________________
                                                      NOTICE:  The signature to this assignment must correspond with
                                                      the name as written upon the face of this Certificate in every
                                                      particular without alteration or enlargement or any change
                                                      whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange.  Notarized or witnessed signatures are not acceptable.
</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 2003-TOP9

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE:  %                                    MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF FEBRUARY 1,
2003                                                             SPECIAL SERVICER:  ARCAP SPECIAL SERVICING, INC.

CUT-OFF DATE: FEBRUARY 1, 2003                                   PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                  ASSOCIATION
CLOSING DATE: FEBRUARY 6, 2003
                                                                 PRIMARY SERVICER:  PRINCIPAL GLOBAL INVESTORS,
FIRST DISTRIBUTION DATE:  MARCH 13, 2003                          LLC

AGGREGATE CERTIFICATE BALANCE OF THE CLASS J CERTIFICATES        TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AS OF THE CLOSING DATE:  $
                                                                 FISCAL AGENT:  ABN AMRO BANK N.V.
CERTIFICATE BALANCE OF THIS CLASS J CERTIFICATE AS OF THE
CLOSING DATE: $
(SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)                      CUSIP NO.
</TABLE>

No. J-1

                               CLASS J CERTIFICATE

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

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class J Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Certificate Balance of this



<PAGE>


Certificate specified on the face hereof by the aggregate initial Certificate
Balance of the Class J Certificates. The Certificates are designated as the
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2003-TOP9 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 13th
day of each month or, if such 13th 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: February 6, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS J CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    WELLS FARGO BANK MINNESOTA, NATIONAL
                                    ASSOCIATION, AUTHENTICATING AGENT



                                    By: ___________________________________
                                              AUTHORIZED SIGNATORY






<PAGE>


                                  ABBREVIATIONS


The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<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)

                            Additional abbreviations may also be used though not in the above list.
                                                       FORM OF TRANSFER

                         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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

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

-------------------------------------------------------------------------------------------------------------------
                                    Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.

Dated:_________________________                       _______________________________
                                                      NOTICE:  The signature to this assignment must correspond with
                                                      the name as written upon the face of this Certificate in every
                                                      particular without alteration or enlargement or any change
                                                      whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange.  Notarized or witnessed signatures are not acceptable.
</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 2003-TOP9

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE:  %                                    MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF FEBRUARY 1,
2003                                                             SPECIAL SERVICER:  ARCAP SPECIAL SERVICING, INC.

CUT-OFF DATE: FEBRUARY 1, 2003                                   PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                  ASSOCIATION
CLOSING DATE: FEBRUARY 6, 2003
                                                                 PRIMARY SERVICER:  PRINCIPAL GLOBAL INVESTORS, LLC
FIRST DISTRIBUTION DATE:  MARCH 13, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS K CERTIFICATES
AS OF THE CLOSING DATE:  $                                       FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS K CERTIFICATE AS OF THE        CUSIP NO.
CLOSING DATE: $
(SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)
</TABLE>

No.  K-1

                               CLASS K CERTIFICATE

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

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class K Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Certificate Balance of this
Certificate specified on the face hereof by the aggregate initial Certificate
Balance of the Class K



<PAGE>

Certificates. The Certificates are designated as the Morgan Stanley Dean Witter
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9
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 13th
day of each month or, if such 13th 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: February 6, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS K CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                   WELLS FARGO BANK MINNESOTA, NATIONAL
                                   ASSOCIATION, AUTHENTICATING AGENT



                                   By: ________________________________________
                                            AUTHORIZED SIGNATORY






<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<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)

                            Additional abbreviations may also be used though not in the above list.
                                                       FORM OF TRANSFER

                         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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

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

-------------------------------------------------------------------------------------------------------------------
                                    Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.

Dated:_________________________                       _______________________________
                                                      NOTICE:  The signature to this assignment must correspond with
                                                      the name as written upon the face of this Certificate in every
                                                      particular without alteration or enlargement or any change
                                                      whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange.  Notarized or witnessed signatures are not acceptable.
</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 2003-TOP9

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE:  %                                    MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF FEBRUARY 1,
2003                                                             SPECIAL SERVICER:  ARCAP SPECIAL SERVICING, INC.

CUT-OFF DATE: FEBRUARY 1, 2003                                   PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                  ASSOCIATION
CLOSING DATE: FEBRUARY 6, 2003
                                                                 PRIMARY SERVICER:  PRINCIPAL GLOBAL INVESTORS, LLC
FIRST DISTRIBUTION DATE:  MARCH 13, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS L CERTIFICATES
AS OF THE CLOSING DATE:  $                                       FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS L CERTIFICATE AS OF THE        CUSIP NO.
CLOSING DATE: $
(SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)
</TABLE>

No. L-1

                               CLASS L CERTIFICATE

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

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class L Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Certificate Balance of this
Certificate specified on the face hereof by the aggregate initial Certificate
Balance of the Class L



<PAGE>

Certificates. The Certificates are designated as the Morgan Stanley Dean Witter
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9
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 13th
day of each month or, if such 13th 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: February 6, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS L CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    WELLS FARGO BANK MINNESOTA,
                                    NATIONAL ASSOCIATION,
                                    AUTHENTICATING AGENT



                                    By: ___________________________________
                                              AUTHORIZED SIGNATORY


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<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)

     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ---------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
--------------------------------------- IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

-------------------------------------------------------------------------------------------------------------------
                                    Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of
substitution in the premises.

Dated:_________________________                       _______________________________
                                                      NOTICE:  The signature to this assignment must correspond with
                                                      the name as written upon the face of this Certificate in every
                                                      particular without alteration or enlargement or any change
                                                      whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange.  Notarized or witnessed signatures are not acceptable.
</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 2003-TOP9

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE:  %                                    MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF FEBRUARY 1, 2003                                           SPECIAL SERVICER:  ARCAP SPECIAL SERVICING, INC.

CUT-OFF DATE: FEBRUARY 1, 2003                                   PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
CLOSING DATE: FEBRUARY 6, 2003
                                                                 PRIMARY SERVICER:   PRINCIPAL GLOBAL INVESTORS, LLC
FIRST DISTRIBUTION DATE:  MARCH 13, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS M CERTIFICATES
AS OF THE CLOSING DATE:  $                                       FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS M CERTIFICATE AS OF THE        CUSIP NO.
CLOSING DATE: $ (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)

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 2003-TOP9 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 13th
day of each month or, if such 13th 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: February 6, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS M CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                    WELLS FARGO BANK MINNESOTA,
                                    NATIONAL ASSOCIATION,
                                    AUTHENTICATING AGENT



                                    By: ___________________________________
                                              AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<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)

     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ---------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
--------------------------------------- IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

-------------------------------------------------------------------------------------------------------------------
                                    Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of
substitution in the premises.

Dated:_________________________                       _______________________________
                                                      NOTICE:  The signature to this assignment must correspond with
                                                      the name as written upon the face of this Certificate in every
                                                      particular without alteration or enlargement or any change
                                                      whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange.  Notarized or witnessed signatures are not acceptable.
</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 2003-TOP9

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE: %                                     MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF FEBRUARY 1, 2003                                           SPECIAL SERVICER:  ARCAP SPECIAL SERVICING, INC.

CUT-OFF DATE: FEBRUARY 1, 2003                                   PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                  ASSOCIATION
CLOSING DATE: FEBRUARY 6, 2003
                                                                 PRIMARY SERVICER:  PRINCIPAL GLOBAL INVESTORS, LLC
FIRST DISTRIBUTION DATE:  MARCH 13, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS N CERTIFICATES
AS OF THE CLOSING DATE:  $                                       FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS N CERTIFICATE AS OF THE        CUSIP NO.
CLOSING DATE: $ (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 2003-TOP9 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 13th
day of each month or, if such 13th 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: February 6, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS N CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                     WELLS FARGO BANK MINNESOTA,
                                     NATIONAL ASSOCIATION,
                                     AUTHENTICATING AGENT



                                     By: _______________________________________
                                              AUTHORIZED SIGNATORY



<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<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)

     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ---------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
--------------------------------------- IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

-------------------------------------------------------------------------------------------------------------------
                                    Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of
substitution in the premises.

Dated:_________________________                       _______________________________
                                                      NOTICE:  The signature to this assignment must correspond with
                                                      the name as written upon the face of this Certificate in every
                                                      particular without alteration or enlargement or any change
                                                      whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange.  Notarized or witnessed signatures are not acceptable.
</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 O CERTIFICATE]

THIS CLASS O CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

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

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

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

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

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED

<PAGE>

FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

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



<PAGE>

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003-TOP9

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE: %                                     MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF FEBRUARY 1, 2003                                           SPECIAL SERVICER:  ARCAP SPECIAL SERVICING, INC.

CUT-OFF DATE: FEBRUARY 1, 2003                                   PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                  ASSOCIATION
CLOSING DATE: FEBRUARY 6, 2003
                                                                 PRIMARY SERVICER:  PRINCIPAL GLOBAL INVESTORS, LLC
FIRST DISTRIBUTION DATE:  MARCH 13, 2003
                                                                 TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS O CERTIFICATES
AS OF THE CLOSING DATE:  $                                       FISCAL AGENT:  ABN AMRO BANK N.V.

CERTIFICATE BALANCE OF THIS CLASS O CERTIFICATE AS OF THE        CUSIP NO.
CLOSING DATE: $ (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)

No. N-1
</TABLE>

                               CLASS O CERTIFICATE

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

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class O Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Certificate Balance of this

<PAGE>

Certificate specified on the face hereof by the aggregate initial Certificate
Balance of the Class O Certificates. The Certificates are designated as the
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2003-TOP9 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 13th
day of each month or, if such 13th 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: February 6, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS O CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                         WELLS FARGO BANK MINNESOTA,
                                         NATIONAL ASSOCIATION,
                                         AUTHENTICATING AGENT



                                         By: ___________________________________
                                                  AUTHORIZED SIGNATORY


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<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)

                            Additional abbreviations may also be used though not in the above list.
                                                       FORM OF TRANSFER

                         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
--------------------------------------- IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

-------------------------------------------------------------------------------------------------------------------
                                    Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.

Dated:_________________________                       _______________________________
                                                      NOTICE:  The signature to this assignment must correspond with
                                                      the name as written upon the face of this Certificate in every
                                                      particular without alteration or enlargement or any change
                                                      whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange.  Notarized or witnessed signatures are not acceptable.
</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-18

                         [FORM OF CLASS R-I CERTIFICATE]

THIS CLASS R-I CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

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

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
NON-UNITED STATES PERSON.

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-I CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER

<PAGE>

AFFIDAVIT TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE
AGREES TO BE BOUND BY THE TERMS OF THE POOLING AND SERVICING AGREEMENT AND ALL
RESTRICTIONS SET FORTH ON THE FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE
UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS
A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC,
A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL
UNIT), (B) AN ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED
IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF
THE CODE (UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511
OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR
TELEPHONE COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO
AS A "DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A CITIZEN OF OR
RESIDENT OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR OTHER ENTITY
CREATED OR ORGANIZED IN, OR UNDER THE LAWS OF, THE UNITED STATES OR ANY
POLITICAL SUBDIVISION THEREOF, OR AN ESTATE OR TRUST WHOSE INCOME FROM SOURCES
WITHOUT THE UNITED STATES IS INCLUDABLE IN GROSS INCOME FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES REGARDLESS OF ITS CONNECTION WITH THE CONDUCT OF
TRADE OR BUSINESS IN THE UNITED STATES (ANY SUCH PERSON BEING HEREINAFTER
REFERRED TO AS A "UNITED STATES PERSON") OR (E) AN AGENT OF A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER
IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CLASS R-I CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON OR AN AGENT OF A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON, OR TO ANY OTHER PROHIBITED
TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
EACH HOLDER OF A CLASS R-I CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL
BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

<PAGE>

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003-TOP9

<TABLE>
<CAPTION>
<S>                                                            <C>
PERCENTAGE INTEREST OF THIS CLASS R-I CERTIFICATE:  %          SPECIAL SERVICER:  ARCAP SPECIAL SERVICING, INC.

DATE OF POOLING AND SERVICING AGREEMENT:
AS OF FEBRUARY 1, 2003                                         PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                               ASSOCIATION

CUT-OFF DATE:  FEBRUARY 1, 2003                                PRIMARY SERVICER:   PRINCIPAL GLOBAL INVESTORS, LLC

CLOSING DATE:  FEBRUARY 6, 2003                                TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 13, 2003                       FISCAL AGENT:  ABN AMRO BANK N.V.

MASTER SERVICER:  WELLS FARGO BANK, NATIONAL ASSOCIATION       NO. R-I-1
</TABLE>


                              CLASS R-I CERTIFICATE

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

                   MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT Morgan Stanley & Co. Incorporated is the registered owner of
the interest evidenced by this Certificate in the Class R-I Certificates issued
by the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer and the Special
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as
shall from time to time be held in the Certificate Account and Distribution
Account, the Insurance Policies and any REO Properties. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing the Percentage
Interest in the Class R-I Certificates specified on the face hereof. The
Certificates are designated as Morgan Stanley Dean Witter Capital I
Inc.Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9 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 13th day of each month or, if such 13th 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: February 6, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS R-I CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                         WELLS FARGO BANK MINNESOTA,
                                         NATIONAL ASSOCIATION,
                                         AUTHENTICATING AGENT



                                         By: ___________________________________
                                                  AUTHORIZED SIGNATORY




<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<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)

                            Additional abbreviations may also be used though not in the above list.
                                                       FORM OF TRANSFER

                         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
--------------------------------------- IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

-------------------------------------------------------------------------------------------------------------------
                                    Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.

Dated:_________________________                       _______________________________
                                                      NOTICE:  The signature to this assignment must correspond with
                                                      the name as written upon the face of this Certificate in every
                                                      particular without alteration or enlargement or any change
                                                      whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange.  Notarized or witnessed signatures are not acceptable.
</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-II CERTIFICATE]

THIS CLASS R-II CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

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

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
NON-UNITED STATES PERSON.

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

<PAGE>

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-II CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE CERTIFICATE
REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS
OF THE POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE
FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS
ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC, A MAJORITY OF ITS BOARD OF
DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE
COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A CITIZEN OF OR RESIDENT
OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR
ORGANIZED IN, OR UNDER THE LAWS OF, THE UNITED STATES OR ANY POLITICAL
SUBDIVISION THEREOF, OR AN ESTATE OR TRUST WHOSE INCOME FROM SOURCES WITHOUT THE
UNITED STATES IS INCLUDABLE IN GROSS INCOME FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES REGARDLESS OF ITS CONNECTION WITH THE CONDUCT OF TRADE OR BUSINESS IN
THE UNITED STATES (ANY SUCH PERSON BEING HEREINAFTER REFERRED TO AS A "UNITED
STATES PERSON") OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED
STATES PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CLASS R-I CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES
PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON,
OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING
AGREEMENT, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT
WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY
PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-I CERTIFICATE BY ACCEPTANCE OF
THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.

<PAGE>

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003-TOP9

<TABLE>
<CAPTION>
<S>                                                            <C>
PERCENTAGE INTEREST OF THIS CLASS R-II CERTIFICATE:  %         SPECIAL SERVICER:  ARCAP SPECIAL SERVICING, INC.

DATE OF POOLING AND SERVICING AGREEMENT:                       PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
AS OF FEBRUARY 1, 2003                                         ASSOCIATION

CUT-OFF DATE:  FEBRUARY 1, 2003                                PRIMARY SERVICER:   PRINCIPAL GLOBAL INVESTORS, LLC

CLOSING DATE:  FEBRUARY 6, 2003                                TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 13, 2003                       FISCAL AGENT:  ABN AMRO BANK N.V.

MASTER SERVICER:  WELLS FARGO BANK, NATIONAL ASSOCIATION       NO. R-II-1
</TABLE>


                             CLASS R-II CERTIFICATE

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


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT Morgan Stanley & Co. Incorporated is the registered owner of
the interest evidenced by this Certificate in the Class R-II Certificates issued
by the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer and the Special
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as
shall from time to time be held in the Certificate Account and Distribution
Account, the Insurance Policies and any REO Properties. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing the Percentage
Interest in the Class R-II Certificates specified on the face hereof. The
Certificates are designated as the Morgan Stanley Dean Witter Capital I
Inc.Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9 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 13th day of each month or, if such 13th 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: February 6, 2003


                         CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS R-II CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                         WELLS FARGO BANK MINNESOTA,
                                         NATIONAL ASSOCIATION,
                                         AUTHENTICATING AGENT



                                         By: ___________________________________
                                                  AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<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)

                            Additional abbreviations may also be used though not in the above list.
                                                       FORM OF TRANSFER

                         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
--------------------------------------- IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

-------------------------------------------------------------------------------------------------------------------
                                    Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.

Dated:_________________________                       _______________________________
                                                      NOTICE:  The signature to this assignment must correspond with
                                                      the name as written upon the face of this Certificate in every
                                                      particular without alteration or enlargement or any change
                                                      whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange.  Notarized or witnessed signatures are not acceptable.
</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 R-III CERTIFICATE]

THIS CLASS R-III CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

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

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
NON-UNITED STATES PERSON.

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-III CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE

<PAGE>

PROVIDES A TRANSFER AFFIDAVIT TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT
(1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS OF THE POOLING AND SERVICING
AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE FACE HEREOF, (2) SUCH TRANSFEREE
IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT
FOR FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY ANY SUCH
GOVERNMENTAL UNIT), (B) AN ORGANIZATION (OTHER THAN CERTAIN FARMERS'
COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX
IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX
IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (C) A
RURAL ELECTRIC OR TELEPHONE COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING
HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS
NOT A CITIZEN OF OR RESIDENT OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR
OTHER ENTITY CREATED OR ORGANIZED IN, OR UNDER THE LAWS OF, THE UNITED STATES OR
ANY POLITICAL SUBDIVISION THEREOF, OR AN ESTATE OR TRUST WHOSE INCOME FROM
SOURCES WITHOUT THE UNITED STATES IS INCLUDABLE IN GROSS INCOME FOR UNITED
STATES FEDERAL INCOME TAX PURPOSES REGARDLESS OF ITS CONNECTION WITH THE CONDUCT
OF TRADE OR BUSINESS IN THE UNITED STATES (ANY SUCH PERSON BEING HEREINAFTER
REFERRED TO AS A "UNITED STATES PERSON") OR (E) AN AGENT OF A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER
IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CLASS R-III CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON OR AN AGENT OF A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON, OR TO ANY OTHER PROHIBITED
TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
EACH HOLDER OF A CLASS R-III CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL
BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

<PAGE>

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003-TOP9

<TABLE>
<CAPTION>
<S>                                                             <C>
PERCENTAGE INTEREST OF THIS CLASS R-III CERTIFICATE:  %        SPECIAL SERVICER:  ARCAP SPECIAL SERVICING, INC.

DATE OF POOLING AND SERVICING AGREEMENT:                       PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
AS OF FEBRUARY 1, 2003                                         ASSOCIATION

CUT-OFF DATE:  FEBRUARY 1, 2003                                PRIMARY SERVICER:   PRINCIPAL GLOBAL INVESTORS, LLC

CLOSING DATE:  FEBRUARY 6, 2003                                TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 13, 2003                       FISCAL AGENT:  ABN AMRO BANK N.V.

MASTER SERVICER:  WELLS FARGO BANK, NATIONAL ASSOCIATION       NO. R-III-1
</TABLE>


                             CLASS R-III CERTIFICATE

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


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT Morgan Stanley & Co. Incorporated is the registered owner of
the interest evidenced by this Certificate in the Class R-III Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement,
dated as specified above (the "Pooling and Servicing Agreement"), among Morgan
Stanley Dean Witter Capital I Inc. (hereinafter called the "Depositor", which
term includes any successor entity under the Pooling and Servicing Agreement),
the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing the Percentage
Interest in the Class R-III Certificates specified on the face hereof. The
Certificates are designated as the Morgan Stanley Dean Witter Capital I
Inc.Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9 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 13th day of each month or, if such 13th 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: February 6, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS R-III CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                         WELLS FARGO BANK MINNESOTA,
                                         NATIONAL ASSOCIATION,
                                         AUTHENTICATING AGENT



                                         By: ___________________________________
                                                  AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<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)

                            Additional abbreviations may also be used though not in the above list.
                                                       FORM OF TRANSFER

                         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
--------------------------------------- IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

-------------------------------------------------------------------------------------------------------------------
                                    Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.

Dated:_________________________                       _______________________________
                                                      NOTICE:  The signature to this assignment must correspond with
                                                      the name as written upon the face of this Certificate in every
                                                      particular without alteration or enlargement or any change
                                                      whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange.  Notarized or witnessed signatures are not acceptable.
</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-1 CERTIFICATE]

THIS CLASS X-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

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

if THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

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

THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE
NOTIONAL AMOUNT OF THIS CLASS X-1 CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE PAYING
AGENT.

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

<PAGE>

SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.





<PAGE>

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003-TOP9

<TABLE>
<CAPTION>
<S>                                                            <C>
INITIAL PASS-THROUGH RATE:  %                                  MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                               ASSOCIATION
INITIAL NOTIONAL AMOUNT OF THIS CLASS X-1 CERTIFICATE:  $
                                                               SPECIAL SERVICER: ARCAP SPECIAL SERVICING, INC.
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF FEBRUARY 1, 2003                                         PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                               ASSOCIATION
CUT-OFF DATE:  FEBRUARY 1, 2003
                                                               PRIMARY SERVICER:   PRINCIPAL GLOBAL INVESTORS, LLC
CLOSING DATE:  FEBRUARY 6, 2003
                                                               TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
FIRST DISTRIBUTION DATE: MARCH 13, 2003
                                                               FISCAL AGENT:  ABN AMRO BANK N.V.
AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-1 CERTIFICATES AS
OF THE CLOSING DATE:                                           CUSIP NO.
$    (SUBJECT TO SCHEDULE OF 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 2003-TOP9 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 13th day of
each month or, if such 13th 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: February 6, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS X-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                         WELLS FARGO BANK MINNESOTA,
                                         NATIONAL ASSOCIATION,
                                         AUTHENTICATING AGENT



                                         By: ___________________________________
                                                  AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<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)

                            Additional abbreviations may also be used though not in the above list.
                                                       FORM OF TRANSFER

                         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
--------------------------------------- IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

-------------------------------------------------------------------------------------------------------------------
                                    Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.

Dated:_________________________                       _______________________________
                                                      NOTICE:  The signature to this assignment must correspond with
                                                      the name as written upon the face of this Certificate in every
                                                      particular without alteration or enlargement or any change
                                                      whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange.  Notarized or witnessed signatures are not acceptable.
</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-22

                         [FORM OF CLASS X-2 CERTIFICATE]

THIS CLASS X-2 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

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

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

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

THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE
NOTIONAL AMOUNT OF THIS CLASS X-2 CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE PAYING
AGENT.

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

<PAGE>

SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.





<PAGE>

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003-TOP9

<TABLE>
<CAPTION>
<S>                                                            <C>
INITIAL PASS-THROUGH RATE:  %                                  MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                               ASSOCIATION
INITIAL NOTIONAL AMOUNT OF THIS CLASS X-2 CERTIFICATE:  $
                                                               SPECIAL SERVICER: ARCAP SPECIAL SERVICING, INC.
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF FEBRUARY 1, 2003                                         PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                               ASSOCIATION
CUT-OFF DATE:  FEBRUARY 1, 2003
                                                               PRIMARY SERVICER:   PRINCIPAL GLOBAL INVESTORS, LLC
CLOSING DATE:  FEBRUARY 6, 2003
                                                               TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
FIRST DISTRIBUTION DATE: MARCH 13, 2003
                                                               FISCAL AGENT:  ABN AMRO BANK N.V.
AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-2 CERTIFICATES AS
OF THE CLOSING DATE:                                           CUSIP NO:
$     (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)

No. X-2-1
</TABLE>

                              CLASS X-2 CERTIFICATE

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


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class X-2 Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor," which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the

<PAGE>

quotient expressed as a percentage obtained by dividing the Notional Amount of
this Certificate specified on the face hereof by the initial aggregate Notional
Amount of the Class X-2 Certificates. The Certificates are designated as the
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2003-TOP9 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 13th day of
each month or, if such 13th 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: February 6, 2003


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS X-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                         WELLS FARGO BANK MINNESOTA,
                                         NATIONAL ASSOCIATION,
                                         AUTHENTICATING AGENT



                                         By: ___________________________________
                                                  AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<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)

                            Additional abbreviations may also be used though not in the above list.
                                                       FORM OF TRANSFER

                         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
--------------------------------------- IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

-------------------------------------------------------------------------------------------------------------------
                                    Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.

Dated:_________________________                       _______________________________
                                                      NOTICE:  The signature to this assignment must correspond with
                                                      the name as written upon the face of this Certificate in every
                                                      particular without alteration or enlargement or any change
                                                      whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange.  Notarized or witnessed signatures are not acceptable.
</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 B-1


                    FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                February __, 2003



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

Principal Global Investors, LLC
801 Grand Avenue
Des Moines, Iowa  50392

Wells Fargo Bank, National Association
555 Montgomery Street, 17th Floor
San Francisco, California  94111

Bear Stearns Commercial Mortgage, Inc.
383 Madison Avenue
New York, New York  10179

John Hancock Real Estate Finance, Inc.
John Hancock Place
200 Clarendon Street, T-52
Post Office Box 111
Boston, Massachusetts  02117

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 2003-TOP9
          ----------------------------------------------------------------------

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

<PAGE>

provided in clause (i) of the definition of "Mortgage File" of the Pooling and
Servicing Agreement. The Trustee makes no representations as to: (i) the
validity, legality, sufficiency, enforceability or genuineness of any such
documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule, or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.

     The Trustee acknowledges receipt of notice that the Depositor has granted
to the Trustee for the benefit of the Certificateholders a security interest in
all of the Depositor's right, title and interest in and to the Mortgage Loans,
the REMIC I Regular Interests, and the REMIC II Regular Interests.

     Capitalized words and phrases used herein and not otherwise defined herein
shall have the respective meanings assigned to them in the Pooling and Servicing
Agreement. This Certificate is subject in all respects to the terms of said
Pooling and Servicing Agreement.


                                            LASALLE BANK NATIONAL ASSOCIATION,
                                            as Trustee



                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:


<PAGE>

                             SCHEDULE OF EXCEPTIONS






<PAGE>

                                   EXHIBIT B-2

                     FORM OF FINAL CERTIFICATION OF TRUSTEE



                                __________, 2003



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

Principal Global Investors, LLC
801 Grand Avenue
Des Moines, Iowa  50392

Wells Fargo Bank, National Association
555 Montgomery Street, 17th Floor
San Francisco, California  94111

Bear Stearns Commercial Mortgage, Inc.
383 Madison Avenue
New York, New York  10179

John Hancock Real Estate Finance, Inc.
John Hancock Place
200 Clarendon Street, T-52
Post Office Box 111
Boston, Massachusetts  02117

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 2003-TOP9
          ----------------------------------------------------------------------

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

<PAGE>

"Mortgage File," and any documents required to be included in the Mortgage File
pursuant to all other clauses of the definition of "Mortgage File," to the
extent known by a Responsible Officer of the Trustee to be required pursuant to
the Pooling and Servicing Agreement, are in its possession, (b) such documents
have been reviewed by it and have not been materially mutilated, damaged,
defaced, torn or otherwise physically altered, and such documents relate to such
Mortgage Loan, (c) based on its examination and only as to the Mortgage Note and
the Mortgage, the street address of the Mortgaged Property and the name of the
Mortgagor set forth in the Mortgage Loan Schedule accurately reflects the
information contained in the documents in the Mortgage File, and (d) each
Mortgage Note has been endorsed. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File or any of the Trustee Mortgage Loans
identified in the Mortgage Loan Schedule, or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.

     The Trustee acknowledges receipt of notice that the Depositor has granted
to the Trustee for the benefit of the Certificateholders a security interest in
all of the Depositor's right, title and interest in and to the Mortgage Loans,
the REMIC I Regular Interests, and the REMIC II Regular Interests.

     Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is qualified in all respects by the terms of said Pooling and
Servicing Agreement including but not limited to Section 2.2.


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Trustee



                                              By:
                                                 -------------------------------
                                                 Name:
                                                 Title:

<PAGE>

                             SCHEDULE OF EXCEPTIONS








<PAGE>

                                    EXHIBIT C

                           FORM OF REQUEST FOR RELEASE


To:  Lasalle Bank National Association, as Trustee
     135 South LaSalle Street, Suite 1625
     Chicago, Illinois 60603

     Attn:  Asset-Backed Securities Trust Services Group
            Morgan Stanley Dean Witter Capital I Inc.
            Commercial Mortgage Pass-Through Certificates,
            Series 2003-TOP9

     Re:    Morgan Stanley Dean Witter Capital I Inc. Commercial
            Mortgage Pass-Through Certificates, Series 2003-TOP9
            ----------------------------------------------------


                                 DATE:__________


     In connection with the administration of the Mortgage Loans held by you as
Trustee under the Pooling and Servicing Agreement dated as of February 1, 2003
by and among Morgan Stanley Dean Witter Capital I Inc., as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Arcap Special Servicing,
Inc., as Special Servicer, Lasalle Bank National Association, as Trustee, Wells
Fargo Bank Minnesota, National Association, as Paying Agent and Certificate
Registrar and ABN AMRO Bank N.V., as Fiscal Agent (the "Pooling and Servicing
Agreement"), the undersigned hereby requests a release of the Trustee Mortgage
File held by you as Trustee with respect to the following described Mortgage
Loan for the reason indicated below.

     Mortgagor's Name:

     Address:

     Loan No.:

     Reason for requesting file:

___  1.   Mortgage Loan paid in full.
          (The [Master] [Special] Servicer hereby certifies that all amounts
          received in connection with the Mortgage Loan have been or will be,
          following the [Master] [Special] Servicer's release of the Trustee
          Mortgage File, credited to the Certificate Account or the Distribution
          Account pursuant to the Pooling and Servicing Agreement.)

___  2.   Mortgage Loan repurchased.
          (The [Master] [Special] Servicer hereby certifies that the Purchase
          Price has been credited to the Distribution Account pursuant to the
          Pooling and Servicing Agreement.)

<PAGE>

___  3.   Mortgage Loan Defeased.

     4.   Mortgage Loan substituted.
          (The [Master] [Special] Servicer hereby certifies that a Qualifying
          Substitute Mortgage Loan has been assigned and delivered to you along
          with the related Trustee Mortgage File pursuant to the Pooling and
          Servicing Agreement.)

___  5.   The Mortgage Loan is being foreclosed.

___  6.   Other.  (Describe)

     The undersigned acknowledges that the above Trustee Mortgage File will be
held by the undersigned in accordance with the provisions of the Pooling and
Servicing Agreement and will be returned to you, except if the Mortgage Loan has
been paid in full, repurchased or substituted for by a Qualifying Substitute
Mortgage Loan (in which case the Trustee Mortgage File will be retained by us
permanently), when no longer required by us for such purpose).

     Capitalized terms used herein shall have the meanings ascribed to them in
the Pooling and Servicing Agreement.


                                        [Name of [Master] [Special] Servicer]




                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

<PAGE>

                                   EXHIBIT D-1

                       FORM OF TRANSFEROR CERTIFICATE FOR
             TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES


                                     [Date]


Wells Fargo Bank Minnesota, National Association,
  as Certificate Registrar
Wells Fargo Center
Sixth Street and Marquette Avenue
MAC #N9303-121
Minneapolis, Minnesota 55479-0113

Attention:   Corporate Trust Services (CMBS)

       Re:   Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
             Pass-Through Certificates, Series 2003-TOP9 (the "Certificates")

Dear Sirs:

         This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
a Certificate (the "Transferred Certificate") having an initial Certificate
Balance or Notional Amount as of February 6, 2003 (the "Settlement Date") of
$__________. The Certificates were issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of February 1, 2003,
among Morgan Stanley Dean Witter Capital I Inc., as depositor (the "Depositor"),
Wells Fargo Bank, National Association, as master servicer, Arcap Special
Servicing, Inc., as special servicer, LaSalle Bank National Association, as
trustee, ABN AMRO Bank N.V., as fiscal agent and Wells Fargo Bank Minnesota,
National Association, as paying agent (in such capacity, the "Paying Agent").
All terms used herein and not otherwise defined shall have the meanings set
forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you, as Certificate Registrar, that:

         1. The Transferor is the lawful owner of the Transferred Certificate
     with the full right to transfer such Certificate free from any and all
     claims and encumbrances whatsoever.

         2. Neither the Transferor nor anyone acting on its behalf has (a)
     offered, transferred, pledged, sold or otherwise disposed of any
     Certificate, any interest in any Certificate or any other similar security
     to any person in any manner, (b) solicited any offer to buy or accept a
     transfer, pledge or other disposition of any Certificate, any interest in
     any Certificate or any other similar security from any person in any
     manner, (c) otherwise approached or negotiated with respect to any
     Certificate, any interest in any Certificate or any other similar security
     with any person in any manner, (d) made any general solicitation by means
     of general advertising or in any other manner, or (e) taken

<PAGE>


     any other action, which (in the case of any of the acts described in
     clauses (a) through (e) hereof) would constitute a distribution of any
     Certificate under the Securities Act of 1933, as amended (the "Securities
     Act"), or would render the disposition of any Certificate a violation of
     Section 5 of the Securities Act or any state securities laws, or would
     require registration or qualification of any Certificate pursuant to the
     Securities Act or any state securities laws.

         3. With respect to any transfer to a Transferee that is an "accredited
     investor" as defined in any of paragraphs (5) or (6) of Rule 501(a) under
     the Securities Act, the offer and sale of such Certificate to such
     Transferee was made within the State of New York.

                                             Very truly yours,



                                             -----------------------------------
                                             (Transferor)


                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------




<PAGE>

                                  EXHIBIT D-2A

                        FORM I OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES


                                     [DATE]


Wells Fargo Bank Minnesota, National Association,
  as Certificate Registrar
Wells Fargo Center
Sixth Street and Marquette Avenue
MAC #N9303-121
Minneapolis, Minnesota 55479-0113

Attention:   Trust Services (CMBS)

       Re:   Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
             Pass-Through Certificates, Series 2003-TOP9 (the "Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class ______ Certificates having an initial Certificate Balance or Notional
Amount as of February 6, 2003 (the "Settlement Date") of $__________ (the
"Transferred Certificates"). The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of February 1, 2003 (the "Pooling and Servicing Agreement"), among Morgan
Stanley Dean Witter Capital I Inc., as depositor (the "Depositor"), Wells Fargo
Bank, National Association, as master servicer, Arcap Special Servicing, Inc.,
as special servicer, LaSalle Bank National Association, as trustee, ABN AMRO
Bank N.V., as fiscal agent and Wells Fargo Bank Minnesota, National Association,
as paying agent (in such capacity, the "Paying Agent"). All capitalized terms
used but not otherwise defined herein shall have the respective meanings set
forth in the Pooling and Servicing Agreement. The Transferee hereby certifies,
represents and warrants to you, as Certificate Registrar, that:

         1. The Transferee is a "qualified institutional buyer" (a "Qualified
     Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
     under the Securities Act of 1933, as amended (the "Securities Act") and has
     completed one of the forms of certification to that effect attached hereto
     as Annex 1 and Annex 2. The Transferee is aware that the sale to it of the
     Transferred Certificates is being made in reliance on Rule 144A. The
     Transferee is acquiring the Transferred Certificates for its own account or
     for the account of a Qualified Institutional Buyer, and understands that
     such Transferred Certificates may be resold, pledged or transferred only
     (i) to a person reasonably believed to be a Qualified Institutional Buyer
     that purchases for its own account or for the account of a Qualified
     Institutional Buyer to whom notice is given that the resale, pledge or

<PAGE>

     transfer is being made in reliance on Rule 144A, or (ii) pursuant to
     another exemption from registration under the Securities Act.

         2. The Transferee has been furnished with all information regarding (a)
     the Depositor, (b) the Transferred Certificates and distributions thereon,
     (c) the nature, performance and servicing of the Mortgage Loans, (d) the
     Pooling and Servicing Agreement, (e) any credit enhancement mechanism
     associated with the Transferred Certificates and (f) all related matters
     that it has requested.

         3. Check one of the following:

         ___ The Transferee is a "U.S. Person" and has attached hereto an
     Internal Revenue Service ("IRS") Form W-9 (or successor form).

         ___ The Transferee is not a "U.S. Person" and under applicable law in
     effect on the date hereof, no taxes will be required to be withheld by the
     Certificate Registrar (or its agent) with respect to distributions to be
     made on the Transferred Certificates. The Transferee has attached hereto
     either (i) a duly executed IRS Form W-8BEN (or successor form), which
     identifies the Transferee as the beneficial owner of the Transferred
     Certificates and states that the Transferee is not a U.S. Person or (ii)
     two duly executed copies of IRS Form W-8ECI (or successor form), which
     identify the Transferee as the beneficial owner of the Transferred
     Certificates and states that interest and original issue discount on the
     Transferred Certificates is, or is expected to be, effectively connected
     with a U.S. trade or business. The Transferee agrees to provide to the
     Certificate Registrar (or its agent) updated IRS Form W-8BEN or IRS Form
     W-8ECI, as the case may be, any applicable successor IRS forms, or such
     other certifications as the Certificate Registrar (or its agent) may
     reasonably request, on or before the date that any such IRS form or
     certification expires or becomes obsolete, or promptly after the occurrence
     of any event requiring a change in the most recent IRS form of
     certification furnished by it to the Certificate Registrar (or its agent).

         For this purpose, "U.S. Person" means a citizen or resident of the
     United States for U.S. federal income tax purposes, a corporation or
     partnership (except to the extent provided in applicable Treasury
     Regulations) created or organized in or under the laws of the United
     States, any state or the District of Columbia, including any entity treated
     as a corporation or partnership for federal income tax purposes, an estate
     the income of which is subject to U.S. federal income taxation regardless
     of its source, or a trust if a court within the United States is able to
     exercise primary supervision over the administration of such trust, and one
     or more United States fiduciaries have the authority to control all
     substantial decisions of such trust (or, to the extent provided in
     applicable Treasury Regulations, certain trusts in existence on August 20,
     1996 which are eligible to elect to be treated as U.S. Persons).

         The Depositor, the Trustee and the Paying Agent are entitled to rely
     upon this letter and are irrevocably authorized to produce this letter or a
     copy hereof to any interested party in any administrative or legal
     proceedings or official inquiry with respect to the matters covered hereby.

<PAGE>

                                            Very truly yours,



                                            ------------------------------------
                                            (Transferee)

                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


<PAGE>


                             ANNEX 1 TO EXHIBIT D-2A
                             -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [for Transferees other than Registered Investment Companies]

         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the commercial mortgage pass-through certificate
being transferred (the "Transferred Certificates") as described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificate (the "Transferee").

         2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A")
because (i) the Transferee owned and/or invested on a discretionary basis
$______________________(1) in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.



         ___   Corporation, etc. The Transferee is a corporation (other than a
               bank, savings and loan association or similar institution),
               Massachusetts or similar business trust, partnership, or any
               organization described in Section 501(c)(3) of the Internal
               Revenue Code of 1986, as amended.

         ___   Bank. The Transferee (a) is a national bank or a banking
               institution organized under the laws of any State, U.S. territory
               or the District of Columbia, the business of which is
               substantially confined to banking and is supervised by the State
               or territorial banking commission or similar official or is a
               foreign bank or equivalent institution, and (b) has an audited
               net worth of at least $25,000,000 as demonstrated in its latest
               annual financial statements, a copy of which is attached hereto,
               as of a date not more than 16 months preceding the date of sale
               of the Certificate in the case of a U.S. bank, and not more than
               18 months preceding such date of sale for a foreign bank or
               equivalent institution.



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

     (1) Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities.

<PAGE>


         ___   Savings and Loan. The Transferee (a) is a savings and loan
               association, building and loan association, cooperative bank,
               homestead association or similar institution, which is supervised
               and examined by a State or Federal authority having supervision
               over any such institutions or is a foreign savings and loan
               association or equivalent institution and (b) has an audited net
               worth of at least $25,000,000 as demonstrated in its latest
               annual financial statements, a copy of which is attached hereto,
               as of a date not more than 16 months preceding the date of sale
               of the Certificate in the case of a U.S. savings and loan
               association, and not more than 18 months preceding such date of
               sale for a foreign savings and loan association or equivalent
               institution.

         ___   Broker-dealer. The Transferee is a dealer registered pursuant to
               Section 15 of the Securities Exchange Act of 1934, as amended.

         ___   Insurance Company. The Transferee is an insurance company whose
               primary and predominant business activity is the writing of
               insurance or the reinsuring of risks underwritten by insurance
               companies and which is subject to supervision by the insurance
               commissioner or a similar official or agency of a State, U.S.
               territory or the District of Columbia.

         ___   State or Local Plan. The Transferee is a plan established and
               maintained by a State, its political subdivisions, or any agency
               or instrumentality of the State or its political subdivisions,
               for the benefit of its employees.

         ___   ERISA Plan. The Transferee is an employee benefit plan within the
               meaning of Title I of the Employee Retirement Income Security Act
               of 1974, as amended.

         ___   Investment Advisor. The Transferee is an investment advisor
               registered under the Investment Advisers Act of 1940, as amended.

         ___   Other. (Please supply a brief description of the entity and a
               cross-reference to the paragraph and subparagraph under
               subsection (a)(1) of Rule 144A pursuant to which it qualifies.
               Note that registered investment companies should complete Annex 2
               rather than this Annex 1.)



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

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

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


         3. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee, (ii) securities that are
part of an unsold allotment to or subscription by the Transferee, if the
Transferee is a dealer, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.

<PAGE>

For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, the Transferee did not
include any of the securities referred to in this paragraph.

         4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

         5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein
because one or more sales to the Transferee may be in reliance on Rule 144A.

         ___      ___     Will the Transferee be purchasing the Transferred
         Yes      No      Certificate only for the Transferee's own account

         6. If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

         7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.


                                         ---------------------------------------
                                         Print Name of Transferee

                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------
                                         Date:
                                              ----------------------------------

<PAGE>


                             ANNEX 2 TO EXHIBIT D-2A
                             -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]


         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificate being
transferred (the "Transferred Certificates") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933, as amended ("Rule 144A") because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

         2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, as amended, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used, unless the
Transferee or any member of the Transferee's Family of Investment Companies, as
the case may be, reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the
cost of those securities has been published, in which case the securities of
such entity were valued at market.

____     The Transferee owned and/or invested on a discretionary basis
         $___________________ in securities (other than the excluded securities
         referred to below) as of the end of the Transferee's most recent fiscal
         year (such amount being calculated in accordance with Rule 144A).

____     The Transferee is part of a Family of Investment Companies which owned
         in the aggregate $______________ in securities (other than the excluded
         securities referred to below) as of the end of the Transferee's most
         recent fiscal year (such amount being calculated in accordance with
         Rule 144A).

         3. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

<PAGE>

         4. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

         5. The Transferee is familiar with Rule 144A and understands that the
parties to which this certification is being made are relying and will continue
to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A.

         ___    ___    Will the Transferee be purchasing the Transferred
         Yes    No     Certificates 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 Street and Marquette Avenue
MAC #N9303-121
Minneapolis, Minnesota 55479-0113

Attention:    Corporate Trust Services (CMBS)

       Re:    Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
              Pass-Through Certificates, Series 2003-TOP9 (the "Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_______________________ (the "Transferor") to _______________________________
(the "Transferee") of Class ___ Certificates having an initial Certificate
Balance or Notional Amount as of February 6, 2003 (the "Settlement Date") of
$__________ (the "Transferred Certificates"). The Certificates, including the
Transferred Certificates, were issued pursuant to the Pooling and Servicing
Agreement, (the "Pooling and Servicing Agreement") dated as of February 1, 2003,
among Morgan Stanley Dean Witter Capital I Inc., as depositor (the "Depositor"),
Wells Fargo Bank, National Association, as master servicer, Arcap Special
Servicing, Inc., as special servicer, LaSalle Bank National Association, as
trustee, ABN AMRO Bank N.V., as fiscal agent and Wells Fargo Bank Minnesota,
National Association, as paying agent (the "Paying Agent"). All capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to you, as Certificate Registrar, that:

         1. The Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.

         2. The Transferee understands that (a) the Class of Certificates to
which the Transferred Certificates belong has not been and will not be
registered under the Securities Act or registered or qualified under any
applicable state securities laws, (b) none of the Depositor, the Trustee or the
Certificate Registrar is obligated so to register or qualify the Class of
Certificates to which the Transferred Certificates belong, and (c) no
Transferred Certificate may be resold or transferred unless it is (i) registered
pursuant to the Securities Act and registered or qualified pursuant any
applicable state securities laws or (ii) sold or transferred in transactions

<PAGE>

which are exempt from such registration and qualification and the Certificate
Registrar has received either: (A) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
D-1 to the Pooling and Servicing Agreement and a certificate from such
Certificateholder's prospective transferee substantially in the form attached
either as Exhibit D-2A or as Exhibit D-2B to the Pooling and Servicing
Agreement; or (C) an opinion of counsel satisfactory to the Certificate
Registrar with respect to the availability of such exemption from registration
under the Securities Act, together with copies of the written certification(s)
from the transferor and/or transferee setting forth the facts surrounding the
transfer upon which such opinion is based.

         3. The Transferee understands that it may not sell or otherwise
transfer any Transferred Certificate except in compliance with the provisions of
Section 3.3 of the Pooling and Servicing Agreement, which provisions it has
carefully reviewed.

         4. Transferee understands that each Transferred Certificate will bear
the following legends:

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

         5. With respect to any Transferred Certificate that is a Privately
Offered Certificate (other than Class X-1, Class X-2, Class E, Class F or Class
G Certificates), the Transferee understands that each Transferred Certificate
will bear the following legend:

          NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE
          BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
          RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
          SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
          "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
          MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR
          TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
          CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR
          WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER

<PAGE>

          EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN
          COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND
          SERVICING AGREEMENT REFERRED TO HEREIN.

         6. Neither the Transferee nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) solicited any offer to buy or accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) made any general
solicitation by means of general advertising or in any other manner, or (e)
taken any other action with respect to any Certificate, any interest in any
Certificate or any other similar security, which (in the case of any of the acts
described in clauses (a) through (e) above) would constitute a distribution of
the Transferred Certificates under the Securities Act, would render the
disposition of the Transferred Certificates a violation of Section 5 of the
Securities Act or any state securities law or would require registration or
qualification of the Transferred Certificates pursuant thereto. The Transferee
will not act, nor has it authorized or will it authorize any person to act, in
any manner set forth in the foregoing sentence with respect to any Certificate,
any interest in any Certificate or any other similar security.

         7. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto,
(d) the nature, performance and servicing of the Mortgage Loans, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.

         8. The Transferee is an "accredited investor" as defined in any of
paragraphs (1), (2), (3), (5), (6) 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. With respect to a
Transferee that is an "accredited investor" as defined in any of paragraphs (5)
or (6) of Rule 501(a) under the Securities Act, such Transferee is a director,
officer or employee of one of the Initial Purchasers and is involved in the
organization or operation of the Trust Fund.

         9. Check one of the following:

         ___ The Transferee is a "U.S. Person" and has attached hereto an
Internal Revenue Service ("IRS") Form W-9 (or successor form).

         ___ The Transferee is not a "U.S. Person" and under applicable law in
effect on the date hereof, no taxes will be required to be withheld by the
Certificate Registrar (or its

<PAGE>

agent) with respect to distributions to be made on the Transferred Certificates.
The Transferee has attached hereto either (i) a duly executed IRS Form W-8BEN
(or successor form), which identifies the Transferee as the beneficial owner of
the Transferred Certificates and states that the Transferee is not a U.S. Person
or (ii) two duly executed copies of IRS Form W-8ECI (or successor form), which
identify the Transferee as the beneficial owner of the Transferred Certificates
and states that interest and original issue discount on the Transferred
Certificates is, or is expected to be, effectively connected with a U.S. trade
or business. The Transferee agrees to provide to the Certificate Registrar (or
its agent) updated IRS Form W-8BEN or IRS Form W-8ECI, as the case may be, any
applicable successor IRS forms, or such other certifications as the Certificate
Registrar (or its agent) may reasonably request, on or before the date that any
such IRS form or certification expires or becomes obsolete, or promptly after
the occurrence of any event requiring a change in the most recent IRS form of
certification furnished by it to the Certificate Registrar (or its agent).

         For this purpose, "U.S. Person" means a citizen or resident of the
United States for U.S. federal income tax purposes, a corporation or partnership
(except to the extent provided in applicable Treasury Regulations) created or
organized in or under the laws of the United States, any state or the District
of Columbia, including any entity treated as a corporation or partnership for
federal income tax purposes, an estate the income of which is subject to U.S.
federal income taxation regardless of its source, or a trust if a court within
the United States is able to exercise primary supervision over the
administration of such trust, and one or more United States fiduciaries have the
authority to control all substantial decisions of such trust (or, to the extent
provided in applicable Treasury Regulations, certain trusts in existence on
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).

         The Depositor, the Trustee and the Paying Agent are entitled to rely
upon this letter and are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceedings or
official inquiry with respect to the matters covered hereby.


                                             Very truly yours,



                                             -----------------------------------
                                             (Transferee)

                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------


<PAGE>
                                  EXHIBIT D-3A

                        FORM I OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

                                     [Date]


[TRANSFEROR]

     Re:  Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
          Pass-Through Certificates, Series 2003-TOP9 (the "Certificates")

Dear Sirs:

         This letter is delivered to you in connection with the transfer by
_____________________ (the "Transferor") to ______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
Certificate Balance or Notional Amount as of February 6, 2003 (the "Settlement
Date") of $__________. The Certificates were issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
February 1, 2003, among Morgan Stanley Dean Witter Capital I Inc., as depositor
(the "Depositor"), Wells Fargo Bank, National Association, as master servicer,
Arcap Special Servicing, Inc., as special servicer, LaSalle Bank National
Association, as trustee, ABN AMRO Bank N.V., as fiscal agent and Wells Fargo
Bank Minnesota, National Association, as paying agent (in such capacity, the
"Paying Agent"). All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to you, and for the benefit of the Depositor
and the Trustee, that:

         1. The Transferee is acquiring the Transferred Certificate for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.

         2. The Transferee understands that (a) the Certificates have not been
and will not be registered under the Securities Act or registered or qualified
under any applicable state securities laws, (b) none of the Depositor, the
Trustee or the Certificate Registrar is obligated so to register or qualify the
Certificates and (c) no interest in the Certificates may be sold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or
qualified pursuant to any applicable state securities laws or (ii) sold or
transferred in transactions which are exempt from such registration and
qualification and the Certificate Owner desiring to effect such transfer has
received either (A) a certification from such Certificate Owner's prospective
transferee (substantially in the form attached to the Pooling and Servicing
Agreement) setting forth the facts surrounding the transfer or (B) an opinion of
counsel satisfactory to the Certificate Registrar with respect to the
availability of such exemption, together with copies of the certification(s)
from the transferor and/or transferee setting forth the facts surrounding the
transfer upon which such opinion is based.

<PAGE>

         3. The Transferee understands that it may not sell or otherwise
transfer any portion of its interest in the Transferred Certificate except in
compliance with the provisions of Section 3.3 of the Pooling and Servicing
Agreement, which provisions it has carefully reviewed.

         4. Transferee understands that each Transferred Certificate will bear
the following legend:

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

         5. With respect to any Transferred Certificate that is a Privately
Offered Certificate (other than Class X-1, Class X-2, Class E, Class F and Class
G Certificates), the Transferee understands that each Transferred Certificate
will bear the following legend:

         NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE
FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         6. Neither the Transferee nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) solicited any offer to buy or accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) made any general
solicitation by means of general advertising or in any other manner, or (e)
taken any other action, that (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of any
Certificate under the Securities Act, would render the disposition of any
Certificate a violation of Section 5 of the Securities Act or any state
securities law or would require registration or qualification of any Certificate
pursuant thereto. The Transferee will not act, nor has it authorized or will it
authorize

<PAGE>

any person to act, in any manner set forth in the foregoing sentence with
respect to any Certificate, any interest in any Certificate or any other similar
security.

         7. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto,
(d) the nature, performance and servicing of the Mortgage Loans, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.

         8. The Transferee is an institutional "accredited investor" as defined
in Rule 501(a) (1), (2), (3) or (7) under the Securities Act and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Certificates; the
Transferee has sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision; and the Transferee is able to
bear the economic risks of such an investment and can afford a complete loss of
such investment.

         9. Check one of the following:

         ___ The Transferee is a "U.S. Person" and has attached hereto an
Internal Revenue Service ("IRS") Form W-9 (or successor form).

         ___ The Transferee is not a "U.S. Person" and under applicable law in
effect on the date hereof, no taxes will be required to be withheld by the
Certificate Registrar (or its agent) with respect to distributions to be made on
the Transferred Certificates. The Transferee has attached hereto either (i) a
duly executed IRS Form W-8BEN (or successor form), which identifies the
Transferee as the beneficial owner of the Transferred Certificates and states
that the Transferee is not a U.S. Person or (ii) two duly executed copies of IRS
Form W-8ECI (or successor form), which identify the Transferee as the beneficial
owner of the Transferred Certificates and states that interest and original
issue discount on the Transferred Certificates is, or is expected to be,
effectively connected with a U.S. trade or business. The Transferee agrees to
provide to the Certificate Registrar (or its agent) updated IRS Form W-8BEN or
IRS Form W-8ECI, as the case may be, any applicable successor IRS forms, or such
other certifications as the Certificate Registrar (or its agent) may reasonably
request, on or before the date that any such IRS form or certification expires
or becomes obsolete, or promptly after the occurrence of any event requiring a
change in the most recent IRS form of certification furnished by it to the
Certificate Registrar (or its agent).

         For this purpose, "U.S. Person" means a citizen or resident of the
United States for U.S. federal income tax purposes, a corporation or partnership
(except to the extent provided in applicable Treasury Regulations) created or
organized in or under the laws of the United States, any state or the District
of Columbia, including any entity treated as a corporation or partnership for
federal income tax purposes, an estate the income of which is subject to U.S.
federal income taxation regardless of its source, or a trust if a court within
the United States is able to exercise primary supervision over the
administration of such trust, and one or more United States fiduciaries have the
authority to control all substantial decisions of such trust (or,

<PAGE>

to the extent provided in applicable Treasury Regulations, certain trusts in
existence on August 20, 1996 which are eligible to elect to be treated as U.S.
Persons).

         The Depositor, the Trustee and the Paying Agent are entitled to rely
upon this letter and are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceedings or
official inquiry with respect to the matters covered hereby.


                                        Very truly yours,


                                        ----------------------------------------
                                        (Transferee)

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------

<PAGE>
                                  EXHIBIT D-3B

                        FORM II OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

                                     [Date]

[TRANSFEROR]

     Re:  Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
          Pass-Through Certificates, Series 2003-TOP9 (the "Certificates")

Dear Sirs:

         This letter is delivered to you in connection with the transfer by
_____________________ (the "Transferor") to ______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
Certificate Balance or Notional Amount as of February 6, 2003 (the "Settlement
Date") of $__________. The Certificates were issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
February 1, 2003, among Morgan Stanley Dean Witter Capital I Inc., as depositor
(the "Depositor"), Wells Fargo Bank, National Association, as master servicer,
Arcap Special Servicing, Inc., as special servicer, LaSalle Bank National
Association, as trustee, ABN AMRO Bank N.V., as fiscal agent and Wells Fargo
Bank Minnesota, National Association, as paying agent (in such capacity, the
"Paying Agent"). All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to you, and for the benefit of the Depositor
and the Trustee, that:

         1. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended
(the "Securities Act"), and has completed one of the forms of certification to
that effect attached hereto as Annex 1 and Annex 2. The Transferee is aware that
the sale to it is being made in reliance on Rule 144A. The Transferee is
acquiring the Transferred Certificate for its own account or for the account of
a qualified institutional buyer, and understands that such Certificate or any
interest therein may be resold, pledged or transferred only (i) to a person
reasonably believed to be a qualified institutional buyer that purchases for its
own account or for the account of a qualified institutional buyer to whom notice
is given that the resale, pledge or transfer is being made in reliance on Rule
144A, or (ii) pursuant to another exemption from registration under the
Securities Act.

         2. The Transferee understands that (a) the Class of Certificates to
which the Transferred Certificate belongs have not been and will not be
registered under the Securities Act or registered or qualified under any
applicable state securities laws, (b) none of the Depositor, the Trustee or the
Certificate Registrar is obligated so to register or qualify the Certificates
and (c) no interest in the Certificates may be sold or transferred unless it is
(i) registered pursuant to the Securities Act and registered or qualified
pursuant to any applicable state securities laws or

<PAGE>

(ii) sold or transferred in transactions which are exempt from such registration
and qualification and the Certificate Owner desiring to effect such transfer has
received either (A) a certification from such Certificate Owner's prospective
transferee (substantially in the form attached to the Pooling and Servicing
Agreement) setting forth the facts surrounding the transfer or (B) an opinion of
counsel with respect to the availability of such exemption, together with copies
of the certification(s) from the transferor and/or transferee setting forth the
facts surrounding the transfer upon which such opinion is based.

         3. The Transferee understands that it may not sell or otherwise
transfer any portion of its interest in the Transferred Certificate except in
compliance with the provisions of Section 3.3 of the Pooling and Servicing
Agreement, which provisions it has carefully reviewed.

         4. Transferee understands that each Transferred Certificate will bear
the following legend:

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

         5. With respect to any Transferred Certificate that is a Privately
Offered Certificate (other than Class X-1, Class X-2, Class E, Class F and Class
G Certificates), the Transferee understands that each Transferred Certificate
will bear the following legend:

         NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL,
STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         6. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto,
(d) the nature, performance and servicing of the Mortgage Loans, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.

<PAGE>

         7. Check one of the following:

         ___ The Transferee is a "U.S. Person" and has attached hereto an
Internal Revenue Service ("IRS") Form W-9 (or successor form).

         ___ The Transferee is not a "U.S. Person" and under applicable law in
effect on the date hereof, no taxes will be required to be withheld by the
Certificate Registrar (or its agent) with respect to distributions to be made on
the Transferred Certificates. The Transferee has attached hereto either (i) a
duly executed IRS Form W-8BEN (or successor form), which identifies the
Transferee as the beneficial owner of the Transferred Certificates and states
that the Transferee is not a U.S. Person or (ii) two duly executed copies of IRS
Form W-8ECI (or successor form), which identify the Transferee as the beneficial
owner of the Transferred Certificates and states that interest and original
issue discount on the Transferred Certificates is, or is expected to be,
effectively connected with a U.S. trade or business. The Transferee agrees to
provide to the Certificate Registrar (or its agent) updated IRS Form W-8BEN or
IRS Form W-8ECI, as the case may be, any applicable successor IRS forms, or such
other certifications as the Certificate Registrar (or its agent) may reasonably
request, on or before the date that any such IRS form or certification expires
or becomes obsolete, or promptly after the occurrence of any event requiring a
change in the most recent IRS form of certification furnished by it to the
Certificate Registrar (or its agent).

         For this purpose, "U.S. Person" means a citizen or resident of the
United States for U.S. federal income tax purposes, a corporation or partnership
(except to the extent provided in applicable Treasury Regulations) created or
organized in or under the laws of the United States, any state or the District
of Columbia, including any entity treated as a corporation or partnership for
federal income tax purposes, an estate the income of which is subject to U.S.
federal income taxation regardless of its source, or a trust if a court within
the United States is able to exercise primary supervision over the
administration of such trust, and one or more United States fiduciaries have the
authority to control all substantial decisions of such trust (or, to the extent
provided in applicable Treasury Regulations, certain trusts in existence on
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).

         The Depositor, the Trustee and the Paying Agent are entitled to rely
upon this letter and are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceedings or
official inquiry with respect to the matters covered hereby.


                                         Very truly yours,



                                         ---------------------------------------
                                         (Transferee)

                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------

<PAGE>


                             ANNEX 1 TO EXHIBIT D-3B
                             -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor"), and for the benefit of the Depositor, the Trustee and the
Certificate Registrar, with respect to the commercial mortgage pass-through
certificate being transferred (the "Transferred Certificate") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificate (the "Transferee").

         2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A"),
because (i) the Transferee owned and/or invested on a discretionary basis
$______________________(2) in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.

         ___   Corporation, etc. The Transferee is a corporation (other than a
               bank, savings and loan association or similar institution),
               Massachusetts or similar business trust, partnership, or any
               organization described in Section 501(c)(3) of the Internal
               Revenue Code of 1986, as amended.

         ___   Bank. The Transferee (a) is a national bank or a banking
               institution organized under the laws of any State, U.S. territory
               or the District of Columbia, the business of which is
               substantially confined to banking and is supervised by the State
               or territorial banking commission or similar official or is a
               foreign bank or equivalent institution, and (b) has an audited
               net worth of at least $25,000,000 as demonstrated in its latest
               annual financial statements, a copy of which is attached hereto,
               as of a date not more than 16 months preceding the date of sale
               of the Certificate in the case of a U.S. bank, and not more than
               18 months preceding such date of sale for a foreign bank or
               equivalent institution.

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

     (2) Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities.

<PAGE>

         ___   Savings and Loan. The Transferee (a) is a savings and loan
               association, building and loan association, cooperative bank,
               homestead association or similar institution, which is supervised
               and examined by a State or Federal authority having supervision
               over any such institutions or is a foreign savings and loan
               association or equivalent institution and (b) has an audited net
               worth of at least $25,000,000 as demonstrated in its latest
               annual financial statements, a copy of which is attached hereto,
               as of a date not more than 16 months preceding the date of sale
               of the Certificate in the case of a U.S. savings and loan
               association, and not more than 18 months preceding such date of
               sale for a foreign savings and loan association or equivalent
               institution.

         ___   Broker-dealer. The Transferee is a dealer registered pursuant to
               Section 15 of the Securities Exchange Act of 1934, as amended.

         ___   Insurance Company. The Transferee is an insurance company whose
               primary and predominant business activity is the writing of
               insurance or the reinsuring of risks underwritten by insurance
               companies and which is subject to supervision by the insurance
               commissioner or a similar official or agency of a State, U.S.
               territory or the District of Columbia.

         ___   State or Local Plan. The Transferee is a plan established and
               maintained by a State, its political subdivisions, or any agency
               or instrumentality of the State or its political subdivisions,
               for the benefit of its employees.

         ___   ERISA Plan. The Transferee is an employee benefit plan within the
               meaning of Title I of the Employee Retirement Income Security Act
               of 1974, as amended.

         ___   Investment Advisor. The Transferee is an investment advisor
               registered under the Investment Advisers Act of 1940, as amended.

         ___   Other. (Please supply a brief description of the entity and a
               cross-reference to the paragraph and subparagraph under
               subsection (a)(1) of Rule 144A pursuant to which it qualifies.
               Note that registered investment companies should complete Annex 2
               rather than this Annex 1.)

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

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

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


         3. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee, (ii) securities that are
part of an unsold allotment to or subscription by the Transferee, if the
Transferee is a dealer, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.

<PAGE>

For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, the Transferee did not
include any of the securities referred to in this paragraph.

         4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

         5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Transferred
Certificate are relying and will continue to rely on the statements made herein
because one or more sales to the Transferee may be in reliance on Rule 144A.

     ___      ___   Will the Transferee be purchasing the Transferred
     Yes      No    Certificate only for the Transferee's own account

         6. If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

         7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificate will constitute a reaffirmation of this certification as of the date
of such purchase. In addition, if the Transferee is a bank or savings and loan
as provided above, the Transferee agrees that it will furnish to such parties
any updated annual financial statements that become available on or before the
date of such purchase, promptly after they become available.


                                       -----------------------------------------
                                       Print Name of Transferee

                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------
                                       Date:
                                            ------------------------------------

<PAGE>

                             ANNEX 2 TO EXHIBIT D-3B
                             -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor"), and for the benefit of the Depositor, the Trustee and the
Certificate Registrar, with respect to the commercial mortgage pass-through
certificate being transferred (the "Transferred Certificate") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificate (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933, as amended ("Rule 144A"), because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

         2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, as amended, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used, unless the
Transferee or any member of the Transferee's Family of Investment Companies, as
the case may be, reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the
cost of those securities has been published, in which case the securities of
such entity were valued at market.

         ____ The Transferee owned and/or invested on a discretionary basis
     $___________________ in securities (other than the excluded securities
     referred to below) as of the end of the Transferee's most recent fiscal
     year (such amount being calculated in accordance with Rule 144A).

         ____ The Transferee is part of a Family of Investment Companies which
     owned in the aggregate $______________ in securities (other than the
     excluded securities referred to below) as of the end of the Transferee's
     most recent fiscal year (such amount being calculated in accordance with
     Rule 144A).

         3. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

<PAGE>

         4. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

         5. The Transferee is familiar with Rule 144A and understands that the
parties to which this certification is being made are relying and will continue
to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A.

     ___      ___    Will the Transferee be purchasing the Transferred
     Yes      No     Certificate only for the Transferee's own account

         6. If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

         7. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificate will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.


                                       -----------------------------------------
                                       Print Name of Transferee or Adviser

                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

                                       IF AN ADVISER:

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


                                       Print Name of Transferee

                                       Date:
                                            ------------------------------------




<PAGE>


                                   EXHIBIT E-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                  FOR TRANSFERS OF REMIC RESIDUAL CERTIFICATES

STATE OF                 )
                         ) ss:
COUNTY OF                )

         ____________________, being first duly sworn, deposes and says that:

         1. He/She is the ____________________ of ____________________ (the
prospective transferee (the "Transferee") of Morgan Stanley Dean Witter Capital
I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9, Class
[R-I] [R-II] [R-III], evidencing a ____% Percentage Interest in such Class (the
"Residual Certificates")), a ________________ duly organized and validly
existing under the laws of ____________________, on behalf of which he/she makes
this affidavit. All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Pooling and Servicing
Agreement as amended and restated pursuant to which the Residual Certificates
were issued (the "Pooling and Servicing Agreement").

         2. The Transferee (i) is, and as of the date of transfer will be, a
"Permitted Transferee" and will endeavor to remain a "Permitted Transferee" for
so long as it holds the Residual Certificates, and (ii) is acquiring the
Residual Certificates for its own account or for the account of another
prospective transferee from which it has received an affidavit in substantially
the same form as this affidavit. A "Permitted Transferee" is any Person other
than a "disqualified organization" or a possession of the United States. (For
this purpose, a "disqualified organization" means the United States, any state
or political subdivision thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality, all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income.

         3. The Transferee (i) is, and as of the date of transfer will be, a
"Qualified Institutional Buyer" and will endeavor to remain a "Qualified
Institutional Buyer" for so long as it holds the Residual Certificates, and (ii)
is acquiring the Residual Certificates for its own account or for the account of
another prospective transferee from which it has received an affidavit in
substantially the same form as this affidavit. A "Qualified Institutional Buyer"
is a qualified institutional buyer qualifying pursuant to Rule 144A under the
Securities Act of 1933, as amended.

         4. The Transferee is aware (i) of the tax that would be imposed on
transfers of the Residual Certificates to "disqualified organizations" under the
Code that applies to all transfers of the Residual Certificates; (ii) that such
tax would be on the transferor or, if such

<PAGE>

transfer is through an agent (which Person includes a broker, nominee or
middleman) for a non-Permitted Transferee, on the agent; (iii) that the Person
otherwise liable for the tax shall be relieved of liability for the tax if the
transferee furnishes to such Person an affidavit that the transferee is a
Permitted Transferee and, at the time of transfer, such Person does not have
actual knowledge that the affidavit is false; and (iv) that the Residual
Certificates may be a "noneconomic residual interest" within the meaning of
Treasury regulation Section 1.860E-1(c) and that the transferor of a
"noneconomic residual interest" will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose
of the transfer is to enable the transferor to impede the assessment or
collection of tax.

         5. The Transferee is aware of the tax imposed on a "pass-through
entity" holding the Residual Certificates if at any time during the taxable year
of the pass-through entity a non-Permitted Transferee is the record holder of an
interest in such entity. (For this purpose, a "pass-through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

         6. The Transferee is aware that the Certificate Registrar will not
register any transfer of the Residual Certificates by the Transferee unless the
Transferee's transferee, or such transferee's agent, delivers to the Certificate
Registrar, among other things, an affidavit and agreement in substantially the
same form as this affidavit and agreement. The Transferee expressly agrees that
it will not consummate any such transfer if it knows or believes that any
representation contained in such affidavit and agreement is false.

         7. The Transferee consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Certificate will only be
owned, directly or indirectly, by a Permitted Transferee.

         8. The Transferee's taxpayer identification number is
_________________.

         9. The Transferee has reviewed the provisions of Section 3.3(e) of the
Pooling and Servicing Agreement, a description of which provisions is set forth
in the Residual Certificates (in particular, clause (ii)(F) of Section 3.3(e)
which authorizes the Paying Agent or the Trustee to deliver payments on the
Residual Certificate to a Person other than the Transferee and clause (ii)(G) of
Section 3.3(e) which authorizes the Trustee to negotiate a mandatory sale of the
Residual Certificates, in either case, in the event that the Transferee holds
such Residual Certificates in violation of Section 3.3(e)); and the Transferee
expressly agrees to be bound by and to comply with such provisions.

         10. No purpose of the Transferee relating to its purchase or any sale
of the Residual Certificates is or will be to impede the assessment or
collection of any tax.

         11. The Transferee hereby represents to and for the benefit of the
transferor that the Transferee intends to pay any taxes associated with holding
the Residual Certificates as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Residual
Certificates.

<PAGE>

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

         13. The Transferee will, in connection with any transfer that it makes
of the Residual Certificates, deliver to the Certificate Registrar a
representation letter substantially in the form of Exhibit E-2 to the Pooling
and Servicing Agreement in which it will represent and warrant, among other
things, that it is not transferring the Residual Certificates to impede the
assessment or collection of any tax and that it has at the time of such transfer
conducted a reasonable investigation of the financial condition of the proposed
transferee as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and
has satisfied the requirements of such provision.

         14. The Transferee is a citizen or resident of the United States, a
corporation, a partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.

         15. [Select a or b, as applicable] [a] The Transferee has computed any
consideration paid to it to acquire the Class R Certificate in accordance with
U.S. Treasury Regulations Sections 1.860E-1(c)(7) and 1.860E-1(c)(8) by
computing present values using a discount rate equal to the Federal short-term
rate prescribed by Section 1274(d) of the Code for the month of the transfer and
the compounding period used by the Transferee.

         [b] The transfer of the Class R Certificate complies with Treasury
Regulation Sections 1.860E-1(c)(5) and 1.860E-1(c)(6) and, accordingly,

         (i) the Transferee is an "eligible corporation," as defined in Treasury
Regulation Section 1.860E-1(c)(6), as to which income from the Class R
Certificate will only be taxed in the United States;

         (ii) at the time of the transfer, and at the close of the Transferee's
two fiscal years preceding the Transferee's fiscal year of the transfer, the
Transferee had gross assets for financial reporting purposes (excluding any
obligation of a person related to the Transferee within the meaning of Treasury
Regulation Section 1.860E-1(c)(6)(ii) and excluding any other asset if a
principal purpose for holding or acquiring that asset is to permit the
Transferee to satisfy this Section 15(ii)) in excess of $100 million and net
assets in excess of $10 million;

         (iii) the Transferee will transfer the Class R Certificate only to
another "eligible corporation," as defined in Treasury Regulation Section
1.860E-1(c)(6), in a transaction that satisfies the requirements of Treasury
Regulation Section 1.860E-1(c)(i), (ii), and (iii) and this Section 15 and the
transfer is not to a foreign permanent establishment (within the meaning of an
applicable income tax treaty) of such eligible corporation or any other
arrangement by which the Class R Certificate will be at any time subject to net
tax by a foreign country or possession of the United States; and

<PAGE>

         (iv) the Transferee determined the consideration paid to it to acquire
the Class R Certificate, based on reasonable market assumptions (including, but
not limited to, borrowing and investment rates, prepayment and loss assumptions,
expense and reinvestment assumptions, tax rates and other factors specific to
the Transferee) that it has determined in good faith, is a reasonable amount.

         16. The Transferee (i) is, and at the time of transfer will be, a
United States Tax Person and (ii) is not, and at the time of the transfer will
not be, a foreign permanent establishment or fixed base, within the meaning of
any applicable income tax treaty, of any United States Tax Person.

         17. The Transferee has historically paid its debts as they have come
due and will continue to do so in the future.


<PAGE>

         IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its ____________________ and its corporate seal to be hereunto attached this ___
day of ___________, ____.


                                             [NAME OF TRANSFEREE]



                                             By:
                                                --------------------------------
                                                [Name of Officer]
                                                [Title of Officer]



<PAGE>

                                   EXHIBIT E-2

                 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
                           REMIC RESIDUAL CERTIFICATES

                                                           _______________, 20__

Wells Fargo Bank Minnesota, National Association,
  as Certificate Registrar
Wells Fargo Center
6th and Marquette
Minneapolis, MN  55479

Attention:   Corporate Trust Services
             (CMBS) MAC #N9309-121

       Re:   Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
             Pass-Through Certificates, Series 2003-TOP9 (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 February 1, 2003 (the "Pooling and
Servicing Agreement"), among Morgan Stanley Dean Witter Capital I Inc., as
depositor, Wells Fargo Bank, National Association, as master servicer, Arcap
Special Servicing, Inc., as special servicer, Lasalle Bank National Association,
as trustee, Wells Fargo Bank Minnesota, National Association, as paying agent
and certificate registrar and ABN AMRO Bank N.V., as fiscal agent. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

         1. No purpose of the Transferor relating to the transfer of the
Residual Certificates by the Transferor to the Transferee is or will be to
impede the assessment or collection of any tax.

         2. The Transferor understands that the Transferee has delivered to you
a Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement. The Transferor does not know or believe that any
representation contained therein is false.

         3. The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Transferor has determined that the Transferee has
historically paid its debts as they became due and has found no significant
evidence to indicate that the Transferee will not continue to pay its debts as
they become due in

<PAGE>

the future. The Transferor understands that the transfer of the Residual
Certificates may not be respected for United States income tax purposes (and the
Transferor may continue to be liable for United States income taxes associated
therewith) unless the Transferor has conducted such an investigation.

         4. The Transferor does not know and has no reason to know that the
Transferee is not a Permitted Transferee, is not a United States Tax Person, is
a foreign permanent establishment or fixed base, within the meaning of any
applicable income tax treaty, of any United States Tax Person, or is a Person
with respect to which income on the Residual Certificate is attributable to a
foreign permanent establishment or fixed base, within the meaning of any
applicable income tax treaty.

         5. The Transferor does not know and has no reason to know that the
Transferee will not honor the restrictions on subsequent transfers by the
Transferee under the Transfer Affidavit and Agreement, delivered in connection
with this transfer.

                                            Very truly yours,


                                            -----------------------------------
                                            (Transferor)
                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------

<PAGE>

                                    EXHIBIT F

                        FORM OF REGULATION S CERTIFICATE


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                SERIES 2003-TOP9, CLASS   (THE "CERTIFICATES")

TO:      Euroclear System
                or
         CEDEL, S.A.

         This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Certificates held by you or on your behalf for our
account are beneficially owned by (a) non -U.S person(s) or (b) U.S. person(s)
who purchased the Certificates in transactions which did not require
registration under the United States Securities Act of 1933, as amended (the
"Securities Act"). As used in this paragraph, the term "U.S. person" has the
meaning given to it by Regulation S under the Securities Act. To the extent that
we hold an interest in any of the Certificates on behalf of person(s) other than
ourselves, we have received certifications from such person(s) substantially
identical to the certifications set forth herein.

         We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
Certificates held by you or on your behalf for our account in accordance with
your operating procedures if any applicable statement herein is not correct on
such date, and in the absence of any such notification it may be assumed that
this certification applies as of such date.

         This certification excepts and does not relate to $__________ of such
beneficial interest in the above Certificates in respect of which we are not
able to certify and as to which we understand the exercise of any rights to
payments thereon and the exchange for definitive Certificates or for an interest
in definitive Certificates in global form cannot be made until we do so certify.

         We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

Dated:  __________, 2003

                                            By:
                                               ---------------------------------
                                               As, or as agent for, the
                                               beneficial owner(s) of the
                                               Certificates to which this
                                               certificate relates.

<PAGE>

                                   EXHIBIT G-1

                       FORM OF PRIMARY SERVICING AGREEMENT
                                   (PRINCIPAL)



                              [Under Separate Tab]



<PAGE>

                                   EXHIBIT G-2

                       FORM OF PRIMARY SERVICING AREEMENT
                                     (JHREF)

                              [Under Separate Tab]


<PAGE>

                                    EXHIBIT H

                         FORM OF EXCHANGE CERTIFICATION


                               __________ __, 200_


TO:      The Depository Trust Company

         CEDEL BANK, S. A. or
         Morgan Guaranty Trust Company
             of New York, Brussels Office
             Euroclear Operation Center

         Wells Fargo Bank, National Association, as Master Servicer

         Wells Fargo Bank Minnesota, National Association,
             as Certificate Registrar

         LaSalle Bank National Association,
             as Trustee


         This is to notify you as to the transfer of the beneficial interest in
$_______________ of Morgan Stanley Dean Witter Capital I Inc. Commercial
Mortgage Pass-Through Certificates, Series 2003-TOP9, Class __(the
"Certificates").

         The undersigned is the owner of a beneficial interest in the Class __
[Rule 144A-IAI Global Certificate] [Regulation S Global Certificate] and
requests that on [INSERT DATE], (i) [Euroclear] [CEDEL] [DTC] debit account
#__________, with respect to $__________ principal denomination of the Class __
[Rule 144A-IAI Global Certificate] [Regulation S Global Certificate] and (ii)
[DTC] [Euroclear] [CEDEL] credit the beneficial interest of the below-named
purchaser, account #__________, in the Class __ [Rule 144A-IAI Global
Certificate] [Regulation S Global Certificate] in the same principal
denomination as follows:

         Name:
         Address:
         Taxpayer I D. No.:

         The undersigned hereby represents that this transfer is being made in
accordance with an exemption from the provisions of Section 5 of the United
States Securities Act of 1933, as amended (the "Securities Act"), which
representation is based upon the reasonable belief that the purchaser is [not a
U.S. Person as defined in Regulation S under the Securities Act][a "qualified
institutional buyer," as defined in Rule 144A under the Securities Act, and that
such purchaser has acquired the Certificates in a transaction effected in
accordance with the exemption from the registration requirements of the
Securities Act provided by Rule 144A and, if the purchaser has purchased the
Certificates for one or more accounts for which it is acting as fiduciary or
agent, each such account is a qualified institutional buyer or an institutional


<PAGE>

"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D of the 1933 Act][an institutional "accredited investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D of the 1933 Act and
in accordance with any applicable securities laws of any state of the United
States and, if the purchaser has purchased the Certificates for one or more
accounts for which it is acting as fiduciary or agent, each such account is a
qualified institutional buyer or an institutional "accredited investor" within
the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D of the 1933 Act]
and that the purchaser is acquiring beneficial interests in the applicable
Certificate(3) for its own account or for one or more institutional accounts for
which it is acting as fiduciary or agent in a minimum amount equivalent to not
less than U.S.[$25,000] [$100,000] and integral multiples of U.S. $1 in excess
thereof for each such account.


                                         Very truly yours,


                                         [NAME OF HOLDER OF CERTIFICATE]


                                         By:
                                            ------------------------------------
                                            [Name], [Chief Financial
                                            or other Executive Officer]


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

     (3) [NOTE: INFORMATION PROVIDED ABOVE WITH RESPECT TO PURCHASER AND THE
FOREGOING REPRESENTATION MUST BE PROVIDED TO THE CERTIFICATE REGISTRAR UPON ANY
TRANSFER OF CERTIFICATES IF THE CERTIFICATES ARE NO LONGER HELD IN GLOBAL FORM.]



<PAGE>

                                    EXHIBIT I

                     FORM OF EUROCLEAR OR CEDEL CERTIFICATE


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                SERIES 2003-TOP9, CLASS   (THE "CERTIFICATES")


TO:   Wells Fargo Bank Minnesota, National Association, as Certificate Registrar
      Attn:  Corporate Trust Services (CMBS) MAC #N9309-121

      LaSalle Bank National Association, as Trustee
      Attn: Asset Backed Securities Trust Services Group
            Morgan Stanley Dean Witter Capital I Inc.
            Commercial Mortgage Pass-Through Certificates,
            Series 2003-TOP9


         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 February 1, 2003 (the "Pooling and Servicing
Agreement") among both of you, Morgan Stanley Dean Witter Capital I Inc., ABN
AMRO Bank N.V. and Wells Fargo Bank, National Association, U.S. $__________
principal amount of the above-captioned Certificates held by us or on our behalf
are beneficially owned by (a) non-U.S. person(s) or (b) U.S. person(s) who
purchased the Certificates in transactions that did not require registration
under the United States Securities Act of 1933, as amended (the "Securities
Act"). As used in this paragraph, the term "U.S. person" has the meaning given
to it by Regulation S under the Securities Act.

         We further certify that as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any interest in the
Certificates identified above are no longer true and cannot be relied upon as of
the date hereof.

         [On Release Date: We hereby acknowledge that no portion of the Class __
Regulation S Temporary Global Certificate shall be exchanged for an interest in
the Class __ Regulation S Permanent Global Certificate (as each such term is
defined in the Pooling and Servicing Agreement) with respect to the portion
thereof for which we have not received the applicable certifications from our
Member Organizations.]

         [Upon any payments under the Regulation S Temporary Global Certificate:
We hereby agree to hold (and return to the Trustee upon request) any payments
received by us on the Class __ Regulation S Temporary Global Certificate (as
defined in the Pooling and Servicing Agreement) with respect to the portion
thereof for which we have not received the applicable certifications from our
Member Organizations.]

<PAGE>

         We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

Dated:

                                        [MORGAN GUARANTY TRUST COMPANY
                                        OF NEW YORK, Brussels office,
                                        as operator of the Euroclear
                                        System]

                                               or

                                       [CEDEL BANK, S.A.]



                                       By:
                                          -------------------------------------


<PAGE>
                                    EXHIBIT J

              LIST OF LOANS TO WHICH EXCESS SERVICING FEES ARE PAID








<PAGE>
                                   EXHIBIT K-1

                          FORM OF PURCHASE AGREEMENT I

                              [Under Separate Tab]




<PAGE>
                                   EXHIBIT K-2

                          FORM OF PURCHASE AGREEMENT II

                              [Under Separate Tab]



<PAGE>

                                   EXHIBIT K-3

                         FORM OF PURCHASE AGREEMENT III

                              [Under Separate Tab]



<PAGE>

                                   EXHIBIT K-4

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT IV

                              [Under Separate Tab]

<PAGE>

                                   EXHIBIT K-5

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT V

                              [Under Separate Tab]





<PAGE>


                                    EXHIBIT L

                            FORM OF INSPECTION REPORT

             [Available at CMSA Website version 2.0 dated 11/15/99]






<PAGE>

                                    EXHIBIT M

                    FORM OF MONTHLY CERTIFICATEHOLDER REPORT

                    SUBSTANTIALLY SIMILAR TO THE INFORMATION

                      REPEATED IN THE FORM OF STATEMENT TO

                            CERTIFICATEHOLDERS IN THE

                              PROSPECTUS SUPPLEMENT



<PAGE>

                                    EXHIBIT N

                   FORM OF OPERATING STATEMENT ANALYSIS REPORT

             [Available At CMSA Website version 2.0 dated 11/15/99]








<PAGE>

                                    EXHIBIT O

                                    RESERVED




<PAGE>

                                    EXHIBIT P

                                    Reserved






<PAGE>

                                    EXHIBIT Q


                                    RESERVED


<PAGE>

                                    EXHIBIT R

                                    Reserved




<PAGE>

                                   EXHIBIT S-1

                  FORM OF POWER OF ATTORNEY FOR MASTER SERVICER


RECORDING REQUESTED BY:
WELLS FARGO BANK, N.A.

AND WHEN RECORDED MAIL TO:

WELLS FARGO BANK, N.A.
555 Montgomery Street, 17th Floor
San Francisco, CA  94111
Attention:Commercial Mortgage Pass-
   Through Certificates Series 2003-TOP9


                    Space above this line for Recorder's use
 ------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)


         KNOW ALL MEN BY THESE PRESENTS, that LASALLE BANK NATIONAL ASSOCIATION,
as trustee for Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2003-TOP9 ("Trustee"), under that certain
Pooling and Servicing Agreement dated as of February 1, 2003 (the "Pooling and
Servicing Agreement"), does hereby nominate, constitute and appoint WELLS FARGO
BANK, NATIONAL ASSOCIATION, as Master Servicer under the Pooling and Servicing
Agreement ("Wells Fargo Bank"), as its true and lawful attorney-in-fact for it
and in its name, place, stead and for its use and benefit:

         To perform any and all acts which may be necessary or appropriate to
enable Wells Fargo Bank to service and administer the Mortgage Loans (as defined
in the Pooling and Servicing Agreement) in connection with the performance by
Wells Fargo Bank of its duties as Master Servicer under the Pooling and
Servicing Agreement, giving and granting unto Wells Fargo Bank full power and
authority to do and perform any and every act necessary, requisite, or proper in
connection with the foregoing and hereby ratifying, approving or confirming all
that Wells Fargo Bank shall lawfully do or cause to be done by virtue hereof.


<PAGE>

         IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of , 2003.


                                     LASALLE BANK NATIONAL ASSOCIATION,
                                     as trustee for Morgan Stanley Dean Witter
                                     Capital I Inc., Commercial Mortgage
                                     Pass-Through Certificates, Series 2003-TOP9


                                     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:

ARCAP SPECIAL SERVICING, INC.
[Address]
Attention:  [                       ]


                    Space above this line for Recorder's use
 ------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)


         KNOW ALL MEN BY THESE PRESENTS, that LASALLE BANK NATIONAL ASSOCIATION,
as trustee for Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2003-TOP9 ("Trustee"), under that certain
Pooling and Servicing Agreement dated as of February 1, 2003 (the "Pooling and
Servicing Agreement"), does hereby nominate, constitute and appoint ARCAP
SPECIAL SERVICING, INC., as Special Servicer under the Pooling and Servicing
Agreement ("ARCAP"), 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 ARCAP to service and administer the Mortgage Loans (as defined in the
Pooling and Servicing Agreement) in connection with the performance by ARCAP of
its duties as Special Servicer under the Pooling and Servicing Agreement, giving
and granting unto ARCAP full power and authority to do and perform any and every
act necessary, requisite, or proper in connection with the foregoing and hereby
ratifying, approving or confirming all that ARCAP shall lawfully do or cause to
be done by virtue hereof.


                                     S-2-1
<PAGE>

         IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of __________, 2003.


                                     LASALLE BANK NATIONAL ASSOCIATION,
                                     as trustee for Morgan Stanley Dean Witter
                                     Capital I Inc., Commercial Mortgage
                                     Pass-Through Certificates, Series 2003-TOP9



                                     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 2003-TOP9

          In accordance with the Pooling and Servicing Agreement, dated as of
          February 1, 2003 (the "Agreement"), by and among Morgan Stanley Dean
          Witter Capital I Inc., as Depositor, Wells Fargo Bank, National
          Association, as Master Servicer, Arcap Special Servicing, Inc., as
          Special Servicer, ABN AMRO Bank N.V., as Fiscal Agent, LaSalle Bank
          National Association, as Trustee, and Wells Fargo Bank Minnesota, N.A.
          as Paying Agent and Certificate Registrar (the "Paying Agent"), with
          respect to the above referenced certificates (the "Certificates"), the
          undersigned hereby certifies and agrees as follows:

1.   The undersigned is a beneficial owner or prospective purchaser of the Class
     __ Certificates.

2.   The undersigned is requesting access to the Paying Agent's internet website
     containing certain information (the "Information") and/or is requesting the
     information identified on the schedule attached hereto (also, the
     "Information") pursuant to the provisions of the Agreement.

3.   In consideration of the Paying Agent's disclosure to the undersigned of the
     Information, or access thereto, the undersigned will keep the Information
     confidential (except from such outside persons as are assisting it in
     making an evaluation in connection with purchasing the related
     Certificates, from its accountants and attorneys, and otherwise from such
     governmental or banking authorities or agencies to which the undersigned is
     subject), and such Information will not, without the prior written consent
     of the Paying Agent, be otherwise disclosed by the undersigned or by its
     officers, directors, partners, employees, agents or representatives
     (collectively, the "Representatives") in any manner whatsoever, in whole or
     in part.

4.   The undersigned will not use or disclose the Information in any manner
     which could result in a violation of any provision of the Securities Act of
     1933, as amended (the "Securities Act"), or the Securities Exchange Act of
     1934, as amended, or would require registration of any Certificate pursuant
     to Section 5 of the Securities Act.

<PAGE>

5.   The undersigned shall be fully liable for any breach of this agreement by
     itself or any of its Representatives and shall indemnify the Depositor, the
     Paying Agent and the Trust Fund for any loss, liability or expense incurred
     thereby with respect to any such breach by the undersigned or any of its
     Representatives.

6.   Capitalized terms used but not defined herein shall have the respective
     meanings assigned thereto in the Agreement.

         IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.




                                      ------------------------------------------
                                      Beneficial Owner or Prospective Purchaser

                                      By:
                                         ---------------------------------------

                                      Title:
                                           -------------------------------------

                                      Company:
                                             -----------------------------------

                                      Phone:
                                            ------------------------------------

<PAGE>

                                    EXHIBIT Z

                        Form of Notice and Certification


<PAGE>

                                     FORM OF

                            NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN

           For loans having balance of (a) $20,000,000 or less, or (b)
           less than 5% of outstanding pool balance, whichever is less



     To:      [Address]
     Attn:

From:  _____________________________________, in its capacity
       as Servicer (the "Servicer") under the Pooling and Servicing Agreement
       dated as of __________________ (the "Pooling and Servicing Agreement"),
       among the Servicer, __________________as Trustee, and others.


Date:  _________, 20___

Re:    _______________________________________.
       Commercial Mortgage Pass-Through Certificates
       Series ___________

         Mortgage Loan (the "Mortgage Loan") identified by loan number _____ on
the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and
heretofore secured by the Mortgaged Properties identified on the Mortgage Loan
Schedule by the following names:____________________


         Reference is made to the Pooling and Servicing Agreement described
above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement. [Note: all terms in this
Certification must be conformed to terms used in the Pooling and Servicing
Agreement]

         As Servicer under the Pooling and Servicing Agreement, we hereby:

               1.   NOTIFY YOU THAT THE MORTGAGOR HAS CONSUMMATED A DEFEASANCE
         OF THE MORTGAGE LOAN PURSUANT TO THE TERMS OF THE MORTGAGE LOAN, OF
         THE TYPE CHECKED BELOW:

               ____    a full defeasance of the payments scheduled to be due in
                       respect of the entire Principal Balance of the Mortgage
                       Loan; or

               ____    a partial defeasance of the payments scheduled to be due
                       in respect of a portion of the Principal Balance of the

<PAGE>

                       Mortgage Loan that represents ___% of the entire
                       Principal Balance of the Mortgage Loan and, under the
                       Mortgage, has an allocated loan amount of $____________
                       or _______% of the entire Principal Balance;

               2. CERTIFY THAT EACH OF THE FOLLOWING IS TRUE, SUBJECT TO THOSE
         EXCEPTIONS SET FORTH WITH EXPLANATORY NOTES ON EXHIBIT A HERETO, WHICH
         EXCEPTIONS THE SERVICER HAS DETERMINED, CONSISTENT WITH THE SERVICING
         STANDARD, WILL HAVE NO MATERIAL ADVERSE EFFECT ON THE MORTGAGE LOAN OR
         THE DEFEASANCE TRANSACTION:

         A.    THE MORTGAGE LOAN DOCUMENTS PERMIT THE DEFEASANCE, AND THE TERMS
               AND CONDITIONS FOR DEFEASANCE SPECIFIED THEREIN WERE SATISFIED IN
               ALL MATERIAL RESPECTS IN COMPLETING THE DEFEASANCE.

         B.    THE DEFEASANCE WAS CONSUMMATED ON __________, 20__.

         C.    THE DEFEASANCE COLLATERAL CONSISTS OF SECURITIES THAT (I)
               CONSTITUTE "GOVERNMENT SECURITIES" AS DEFINED IN SECTION 2(A)(16)
               OF THE INVESTMENT COMPANY ACT OF 1940 AS AMENDED (15 U.S.C.
               80A-1), (II) ARE LISTED AS "QUALIFIED INVESTMENTS FOR `AAA'
               FINANCINGS" UNDER PARAGRAPHS 1, 2 OR 3 OF "CASH FLOW APPROACH" IN
               STANDARD & POOR'S PUBLIC FINANCE CRITERIA 2000, AS AMENDED TO THE
               DATE OF THE DEFEASANCE, (III) ARE RATED `AAA' BY STANDARD &
               POOR'S, (IV) IF THEY INCLUDE A PRINCIPAL OBLIGATION, THE
               PRINCIPAL DUE AT MATURITY CANNOT VARY OR CHANGE, AND (V) ARE NOT
               SUBJECT TO PREPAYMENT, CALL OR EARLY REDEMPTION. SUCH SECURITIES
               HAVE THE CHARACTERISTICS SET FORTH BELOW:

                     CUSIP    RATE     MAT     PAY     DATES     ISSUED
                     --------------------------------------------------

<PAGE>

         D.    THE SERVICER RECEIVED AN OPINION OF COUNSEL (FROM COUNSEL
               APPROVED BY SERVICER IN ACCORDANCE WITH THE SERVICING STANDARD)
               THAT THE DEFEASANCE WILL NOT RESULT IN AN ADVERSE REMIC EVENT.

         E.    THE SERVICER DETERMINED THAT THE DEFEASANCE COLLATERAL WILL BE
               OWNED BY AN ENTITY (THE "DEFEASANCE OBLIGOR") AS TO WHICH ONE OF
               THE STATEMENTS CHECKED BELOW IS TRUE:

               ____    the related Mortgagor was a Single-Purpose Entity (as
                       defined in Standard & Poor's Structured Finance Ratings
                       Real Estate Finance Criteria, as amended to the date of
                       the defeasance (the "S&P Criteria")) as of the date of
                       the defeasance, and after the defeasance owns no assets
                       other than the defeasance collateral and real property
                       securing Mortgage Loans included in the pool.

               ____    the related Mortgagor designated a Single-Purpose Entity
                       (as defined in the S&P Criteria) to own the defeasance
                       collateral; or

               ____    the Servicer designated a Single-Purpose Entity (as
                       defined in the S&P Criteria) established for the benefit
                       of the Trust to own the defeasance collateral.


<PAGE>

         F.    THE SERVICER RECEIVED A BROKER OR SIMILAR CONFIRMATION OF THE
               CREDIT, OR THE ACCOUNTANT'S LETTER DESCRIBED BELOW CONTAINED
               STATEMENTS THAT IT REVIEWED A BROKER OR SIMILAR CONFIRMATION OF
               THE CREDIT, OF THE DEFEASANCE COLLATERAL TO AN ELIGIBLE ACCOUNT
               (AS DEFINED IN THE S&P CRITERIA) IN THE NAME OF THE DEFEASANCE
               OBLIGOR, WHICH ACCOUNT IS MAINTAINED AS A SECURITIES ACCOUNT BY
               THE TRUSTEE ACTING AS A SECURITIES INTERMEDIARY.

         G.    AS SECURITIES INTERMEDIARY, TRUSTEE IS OBLIGATED TO MAKE THE
               SCHEDULED PAYMENTS ON THE MORTGAGE LOAN FROM THE PROCEEDS OF THE
               DEFEASANCE COLLATERAL DIRECTLY TO THE SERVICER'S COLLECTION
               ACCOUNT IN THE AMOUNTS AND ON THE DATES SPECIFIED IN THE MORTGAGE
               LOAN DOCUMENTS OR, IN A PARTIAL DEFEASANCE, THE PORTION OF SUCH
               SCHEDULED PAYMENTS ATTRIBUTED TO THE ALLOCATED LOAN AMOUNT FOR
               THE REAL PROPERTY DEFEASED, INCREASED BY ANY DEFEASANCE PREMIUM
               SPECIFIED IN THE MORTGAGE LOAN DOCUMENTS (THE "SCHEDULED
               PAYMENTS").




<PAGE>

         H.    THE SERVICER RECEIVED FROM THE MORTGAGOR WRITTEN CONFIRMATION
               FROM A FIRM OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, WHO WERE
               APPROVED BY SERVICER IN ACCORDANCE WITH THE SERVICING STANDARD,
               STATING THAT (I) REVENUES FROM PRINCIPAL AND INTEREST PAYMENTS
               MADE ON THE DEFEASANCE COLLATERAL (WITHOUT TAKING INTO ACCOUNT
               ANY EARNINGS ON REINVESTMENT OF SUCH REVENUES) WILL BE SUFFICIENT
               TO TIMELY PAY EACH OF THE SCHEDULED PAYMENTS AFTER THE DEFEASANCE
               INCLUDING THE PAYMENT IN FULL OF THE MORTGAGE LOAN (OR THE
               ALLOCATED PORTION THEREOF IN CONNECTION WITH A PARTIAL
               DEFEASANCE) ON ITS MATURITY DATE (OR, IN THE CASE OF AN ARD LOAN,
               ON ITS ANTICIPATED REPAYMENT DATE), (II) THE REVENUES RECEIVED IN
               ANY MONTH FROM THE DEFEASANCE COLLATERAL WILL BE APPLIED TO MAKE
               SCHEDULED PAYMENTS WITHIN FOUR (4) MONTHS AFTER THE DATE OF
               RECEIPT, AND (III) INTEREST INCOME FROM THE DEFEASANCE COLLATERAL
               TO THE DEFEASANCE OBLIGOR IN ANY CALENDAR OR FISCAL YEAR WILL NOT
               EXCEED SUCH DEFEASANCE OBLIGOR'S INTEREST EXPENSE FOR THE
               MORTGAGE LOAN (OR THE ALLOCATED PORTION THEREOF IN A PARTIAL
               DEFEASANCE) FOR SUCH YEAR.

         I.    THE SERVICER RECEIVED OPINIONS FROM COUNSEL, WHO WERE APPROVED BY
               SERVICER IN ACCORDANCE WITH THE SERVICING STANDARD, THAT (I) THE
               AGREEMENTS EXECUTED BY THE MORTGAGOR AND/OR THE DEFEASANCE
               OBLIGOR IN CONNECTION WITH THE DEFEASANCE ARE ENFORCEABLE AGAINST
               THEM IN ACCORDANCE WITH THEIR TERMS, AND (II) THE TRUSTEE WILL
               HAVE A PERFECTED, FIRST PRIORITY SECURITY INTEREST IN THE
               DEFEASANCE COLLATERAL DESCRIBED ABOVE.



<PAGE>

         J.    THE AGREEMENTS EXECUTED IN CONNECTION WITH THE DEFEASANCE (I)
               PERMIT REINVESTMENT OF PROCEEDS OF THE DEFEASANCE COLLATERAL ONLY
               IN PERMITTED INVESTMENTS (AS DEFINED IN THE S&P CRITERIA), (II)
               PERMIT RELEASE OF SURPLUS DEFEASANCE COLLATERAL AND EARNINGS ON
               REINVESTMENT TO THE DEFEASANCE OBLIGOR OR THE MORTGAGOR ONLY
               AFTER THE MORTGAGE LOAN HAS BEEN PAID IN FULL, IF ANY SUCH
               RELEASE IS PERMITTED, (III) PROHIBIT ANY SUBORDINATE LIENS
               AGAINST THE DEFEASANCE COLLATERAL, AND (IV) PROVIDE FOR PAYMENT
               FROM SOURCES OTHER THAN THE DEFEASANCE COLLATERAL OR OTHER ASSETS
               OF THE DEFEASANCE OBLIGOR OF ALL FEES AND EXPENSES OF THE
               SECURITIES INTERMEDIARY FOR ADMINISTERING THE DEFEASANCE AND THE
               SECURITIES ACCOUNT AND ALL FEES AND EXPENSES OF MAINTAINING THE
               EXISTENCE OF THE DEFEASANCE OBLIGOR.

         K.    THE ENTIRE PRINCIPAL BALANCE OF THE MORTGAGE LOAN AS OF THE DATE
               OF DEFEASANCE WAS $___________ [$5,000,000 OR LESS OR LESS THAN
               ONE PERCENT OF POOL BALANCE, WHICHEVER IS LESS] WHICH IS LESS
               THAN 1% OF THE AGGREGATE CERTIFICATE BALANCE OF THE CERTIFICATES
               AS OF THE DATE OF THE MOST RECENT PAYING AGENT'S MONTHLY
               CERTIFICATEHOLDER REPORT RECEIVED BY US (THE "CURRENT REPORT").

         L.    THE DEFEASANCE DESCRIBED HEREIN, TOGETHER WITH ALL PRIOR AND
               SIMULTANEOUS DEFEASANCES OF MORTGAGE LOANS, BRINGS THE TOTAL OF
               ALL FULLY AND PARTIALLY DEFEASED MORTGAGE LOANS TO
               $__________________, WHICH IS _____% OF THE AGGREGATE CERTIFICATE
               BALANCE OF THE CERTIFICATES AS OF THE DATE OF THE CURRENT REPORT.

               3. CERTIFY THAT, IN ADDITION TO THE FOREGOING, SERVICER HAS
         IMPOSED SUCH ADDITIONAL CONDITIONS TO THE DEFEASANCE, SUBJECT TO THE
         LIMITATIONS IMPOSED BY THE MORTGAGE LOAN DOCUMENTS, AS ARE CONSISTENT
         WITH THE SERVICING STANDARD.

<PAGE>

               4. CERTIFY THAT EXHIBIT B HERETO IS A LIST OF THE MATERIAL
         AGREEMENTS, INSTRUMENTS, ORGANIZATIONAL DOCUMENTS FOR THE DEFEASANCE
         OBLIGOR, AND OPINIONS OF COUNSEL AND INDEPENDENT ACCOUNTANTS EXECUTED
         AND DELIVERED IN CONNECTION WITH THE DEFEASANCE DESCRIBED ABOVE AND
         THAT ORIGINALS OR COPIES OF SUCH AGREEMENTS, INSTRUMENTS AND OPINIONS
         HAVE BEEN TRANSMITTED TO THE TRUSTEE FOR PLACEMENT IN THE RELATED
         MORTGAGE FILE OR, TO THE EXTENT NOT REQUIRED TO BE PART OF THE RELATED
         MORTGAGE FILE, ARE IN THE POSSESSION OF THE SERVICER AS PART OF THE
         SERVICER'S MORTGAGE FILE.

               5. CERTIFY AND CONFIRM THAT THE DETERMINATIONS AND CERTIFICATIONS
         DESCRIBED ABOVE WERE RENDERED IN ACCORDANCE WITH THE SERVICING STANDARD
         SET FORTH IN, AND THE OTHER APPLICABLE TERMS AND CONDITIONS OF, THE
         POOLING AND SERVICING AGREEMENT.

               6. CERTIFY THAT THE INDIVIDUAL UNDER WHOSE HAND THE SERVICER HAS
         CAUSED THIS NOTICE AND CERTIFICATION TO BE EXECUTED DID CONSTITUTE A
         SERVICING OFFICER AS OF THE DATE OF THE DEFEASANCE DESCRIBED ABOVE.

               7. AGREE TO PROVIDE COPIES OF ALL ITEMS LISTED IN EXHIBIT B TO
         YOU UPON REQUEST.


         IN WITNESS WHEREOF, the Servicer has caused this Notice and
Certification to be executed as of the date captioned above.


                                        SERVICER:
                                                 -------------------------------


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


<PAGE>

                                   EXHIBIT AA

                       Form of Primary Servicing Agreement
                                  (Wells Fargo)


                              [Under Separate Tab]





<PAGE>

                                   EXHIBIT BB

             Controlling Class Certificateholder's Reports Checklist

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
               Information                                           Format                    Frequency
---------------------------------------------------------------------------------------------------------------------
<S>                                             <C>              <C>                <C>
       Property Operating Statement              Actual              PDF/TIF             As received/Quarterly
---------------------------------------------------------------------------------------------------------------------
            Property Rent Roll                   Actual              PDF/TIF             As received/Quarterly
---------------------------------------------------------------------------------------------------------------------
   Other Financials as required by loan          Actual              PDF/TIF                  As received
                documents
---------------------------------------------------------------------------------------------------------------------
           Property Inspection                   Actual              PDF/TIF             As received/Quarterly
---------------------------------------------------------------------------------------------------------------------
  Payments Received After Determination          Monthly              Excel         Master Servicer Remittance Date
             Date Report (1)
---------------------------------------------------------------------------------------------------------------------
   Mortgage Loans Delinquent Report (2)          Monthly              Excel                30th of each month
---------------------------------------------------------------------------------------------------------------------
    Interest on Advance Reconciliation           Monthly              Excel                Distribution Date
---------------------------------------------------------------------------------------------------------------------
CMSA Setup File (Issuer/Trustee/Servicer)       CMSA IRP          Access/Excel         Monthly/Distribution Date
---------------------------------------------------------------------------------------------------------------------
            CMSA Property File                  CMSA IRP          Access/Excel         Monthly/Distribution Date
---------------------------------------------------------------------------------------------------------------------
      CMSA Loan Periodic Update File            CMSA IRP          Access/Excel         Monthly/Distribution Date
---------------------------------------------------------------------------------------------------------------------
           CMSA Financial File                  CMSA IRP          Access/Excel         Monthly/Distribution Date
---------------------------------------------------------------------------------------------------------------------
     Distribution Statement (Trustee)            Monthly            Excel/PDF          Monthly/Distribution Date
---------------------------------------------------------------------------------------------------------------------
         CMSA Bond File (Trustee)               CMSA IRP          Access/Excel         Monthly/Distribution Date
---------------------------------------------------------------------------------------------------------------------
      CMSA Collateral File (Trustee)            CMSA IRP          Access/Excel         Monthly/Distribution Date
---------------------------------------------------------------------------------------------------------------------
        CMSA Supplemental Reports               CMSA IRP          Access/Excel         Monthly/Distribution Date
---------------------------------------------------------------------------------------------------------------------
   Operating Statement Analysis Report          CMSA IRP          Access/Excel         Monthly/Distribution Date
---------------------------------------------------------------------------------------------------------------------
         NOI Adjustment Worksheet               CMSA IRP          Access/Excel         Monthly/Distribution Date
---------------------------------------------------------------------------------------------------------------------
Documentation Exceptions Report (Trustee)       Quarterly         Access/Excel         Monthly/Distribution Date
---------------------------------------------------------------------------------------------------------------------
</TABLE>

     Footnotes:

     1)        On the Master Servicer Remittance Date following each
               Determination Date, a list of all Mortgage Loans which are
               delinquent as to the applicable Collection Period on that Master
               Servicer Remittance Date. This list should represent all
               delinquent Mortgage Loans that required a P&I Advance to be made.

     2)        On the last day of the month (30th), for all delinquencies
               reported in #1 above, a list of all Mortgage Loans which remain
               delinquent for such Collection Period (along with the number of
               days delinquent), accompanied with any reason, in the Master
               Servicer's opinion, for the continued delinquency of such
               Mortgage Loans, along with an explanation of the Master
               Servicer's attempts to cure.

     3)        ARCap requests that the above information be organized in
               ascending Prospectus Loan I.D. order and forwarded on each of the
               above listed dates via E-Mail to the following address, or all
               reports and data files shall be available via the Master
               Servicer's or the Trustee's Website.


<PAGE>


Ricka Moore                         Larry Duggins
Director Bond/Mortgage Surveillance President
ARCap REIT, Inc.                    ARCap REIT, Inc.
rmoore@arcap.com                    lduggins@arcap.com
(972) 580-1688 ext. 29                      (972) 580-1688 ext. 11



<PAGE>



                                   SCHEDULE I

              BEAR STEARNS COMMERCIAL MORTGAGE, INC. LOAN SCHEDULE


2003-TOP9 MORTGAGE LOAN SCHEDULE
BEAR STEARNS COMMERCIAL MORTGAGE, INC. COLLATERAL



<TABLE>
<CAPTION>
                                                                                            AGGREGATE
    LOAN                                                                                     CUT-OFF        MORTGAGE
     NO.      SELLER      PROPERTY NAME                                                   DATE BALANCE        RATE
----------------------------------------------------------------------------------------------------------------------
<S>          <C>         <C>                                                             <C>                 <C>
      5       BSCMI       Inland Portfolio - Riverstone Plaza                               $17,600,000        5.500%
      6       BSCMI       Inland Portfolio - McFarland Plaza                                 $8,425,000        5.500%
      7       BSCMI       Inland Portfolio - Circuit City Plaza                              $6,275,000        5.500%
      8       BSCMI       Inland Portfolio - Wards Crossing SC                               $6,090,000        5.500%
      9       BSCMI       Inland Portfolio - Circuit City, Vero Beach                        $3,120,000        5.500%
     27       BSCMI       Fifth Avenue Station                                              $14,995,000        5.095%
     30       BSCMI       Silas Creek SC                                                    $14,477,151        6.200%
     32       BSCMI       WESCO Portfolio - Elmhurst                                         $1,757,303        6.500%
     33       BSCMI       WESCO Portfolio - Seattle                                          $1,427,809        6.500%
     34       BSCMI       WESCO Portfolio - Charlotte                                        $1,158,223        6.500%
     35       BSCMI       WESCO Portfolio - Phoenix Wesco                                    $1,078,345        6.500%
     36       BSCMI       WESCO Portfolio - Austin                                             $758,836        6.500%
     37       BSCMI       WESCO Portfolio - Buffalo                                            $718,897        6.500%
     38       BSCMI       WESCO Portfolio - Albuquerque                                        $658,989        6.500%
     39       BSCMI       WESCO Portfolio - Dallas                                             $748,851        6.500%
     40       BSCMI       WESCO Portfolio - Skelton                                            $619,050        6.500%
     41       BSCMI       WESCO Portfolio - Bridgeport                                         $539,173        6.500%
     42       BSCMI       WESCO Portfolio - Birmingham                                         $708,912        6.500%
     43       BSCMI       WESCO Portfolio - Pompano Beach                                      $469,280        6.500%
     44       BSCMI       WESCO Portfolio - Omaha                                              $429,341        6.500%
     45       BSCMI       WESCO Portfolio - St. Louis                                          $718,897        6.500%
     46       BSCMI       WESCO Portfolio - Toledo                                             $369,433        6.500%
     47       BSCMI       WESCO Portfolio - Fond Du Lac                                        $309,525        6.500%
     48       BSCMI       WESCO Portfolio - Kalamazoo                                          $299,540        6.500%
     49       BSCMI       WESCO Portfolio - Sioux City                                         $289,556        6.500%
     50       BSCMI       WESCO Portfolio - Cedar Rapids                                       $259,602        6.500%
     57       BSCMI       Raley's Shopping Center                                           $10,971,543        6.130%
     62       BSCMI       Bass Pro Shops                                                     $9,100,000        5.925%
     81       BSCMI       1100 & 1500 North Florida Mango Road - Commerce Center II          $4,447,499        5.750%
     82       BSCMI       1100 & 1500 North Florida Mango Road - Landmark Square             $1,128,980        5.750%
     86       BSCMI       Advance PCS, Inc                                                   $5,330,000        5.950%
     88       BSCMI       Protea Pacific Beach                                               $5,022,485        7.200%
     90       BSCMI       EZ Storage Van Nuys                                                $4,982,216        6.000%
     92       BSCMI       City Line Shopping Center                                          $4,979,399        5.800%
     100      BSCMI       Superior Market                                                    $4,485,546        6.355%
     101      BSCMI       1101 Montana Avenue                                                $4,389,374        6.415%
     106      BSCMI       Pennypack Shopping Center                                          $3,983,288        5.780%
     118      BSCMI       2720 River Road                                                    $3,471,594        6.095%
     124      BSCMI       2801 Magazine                                                      $3,192,103        6.185%
     125      BSCMI       Overlook Apartments                                                $3,187,534        6.170%
     130      BSCMI       Walgreens - Valdosta                                               $2,949,091        6.000%
     136      BSCMI       Adolfo Center                                                      $2,493,892        6.235%
     145      BSCMI       Rivercrest Shopping Center                                         $2,091,707        6.100%
     147      BSCMI       1000 Main Street                                                   $1,943,954        6.500%
    TOTAL                                                                                  $162,451,915
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                                    ORIG.
     LOAN            MONTHLY            MONTHLY           NOTE        ORIG. TERM     REM. TERM      AMORT.
     NO.          PAYMENT (P&I)      PAYMENT (IO)         DATE          (MOS)          (MOS)        (MOS)      SEASONING
----------------------------------------------------------------------------------------------------------------------------
<S>              <C>                  <C>             <C>              <C>            <C>           <C>        <C>
      5                   NAP           $80,667        08/30/2002         84             79           IO             5
      6                   NAP           $38,615        08/30/2002         84             79           IO             5
      7                   NAP           $28,760        08/30/2002         84             79           IO             5
      8                   NAP           $27,913        08/30/2002         84             79           IO             5
      9                   NAP           $14,300        08/30/2002         84             79           IO             5
      27                  NAP           $64,551        11/25/2002         84             82           IO             2
      30              $88,808               NAP        11/18/2002        120            118          360             2
      32              $12,548               NAP        12/13/2002        120            119          264             1
      33              $10,195               NAP        12/13/2002        120            119          264             1
      34               $8,270               NAP        12/13/2002        120            119          264             1
      35               $7,700               NAP        12/13/2002        120            119          264             1
      36               $5,418               NAP        12/13/2002        120            119          264             1
      37               $5,133               NAP        12/13/2002        120            119          264             1
      38               $4,705               NAP        12/13/2002        120            119          264             1
      39               $5,347               NAP        12/13/2002        120            119          264             1
      40               $4,420               NAP        12/13/2002        120            119          264             1
      41               $3,850               NAP        12/13/2002        120            119          264             1
      42               $5,062               NAP        12/13/2002        120            119          264             1
      43               $3,351               NAP        12/13/2002        120            119          264             1
      44               $3,066               NAP        12/13/2002        120            119          264             1
      45               $5,133               NAP        12/13/2002        120            119          264             1
      46               $2,638               NAP        12/13/2002        120            119          264             1
      47               $2,210               NAP        12/13/2002        120            119          264             1
      48               $2,139               NAP        12/13/2002        120            119          264             1
      49               $2,068               NAP        12/13/2002        120            119          264             1
      50               $1,854               NAP        12/13/2002        120            119          264             1
      57              $66,873               NAP        10/08/2002        120            117          360             3
      62                  NAP           $44,931        07/24/2002         84             78           IO             6
      81              $28,098               NAP        10/21/2002        120            117          300             3
      82               $7,132               NAP        10/21/2002        120            117          300             3
      86              $31,785           $26,795        08/30/2002        132            127          360             5
      88              $36,339               NAP        08/22/2002        120            115          300             5
      90              $32,183               NAP        11/06/2002        120            118          300             2
      92              $35,247               NAP        11/06/2002        180            178          240             2
     100              $39,360               NAP        08/30/2002        180            175          180             5
     101              $27,565               NAP        10/18/2002        120            117          360             3
     106              $25,237               NAP        10/10/2002        120            117          300             3
     118              $25,267               NAP        09/06/2002        120            116          240             4
     124              $20,981               NAP        11/15/2002        120            118          300             2
     125              $20,951               NAP        10/30/2002        120            117          300             3
     130              $17,711               NAP        11/26/2002        120            118          360             2
     136              $16,469               NAP        11/25/2002        120            118          300             2
     145              $15,166               NAP        11/06/2002        120            118          240             2
     147              $12,325               NAP        09/13/2002        120            116          360             4
    TOTAL
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                         PREPAYMENT DESCRIPTION
     LOAN                                                                                   YM          ADMINISTRATIVE
     NO.           LO        DEF      DEF/YM1.00      YM3.00         YM1.00      OPEN    FORMULA        COST RATE(BPS)
--------------------------------------------------------------------------------------------------------------------------
<S>              <C>        <C>      <C>             <C>         <C>         <C>         <C>               <C>
      5                 35                                             47          2        C                       3.240
      6                 35                                             47          2        C                       3.240
      7                 35                                             47          2        C                       3.240
      8                 35                                             47          2        C                       3.240
      9                 35                                             47          2        C                       3.240
      27                47      34                                                 3                                9.240
      30                47      72                                                 1                                3.240
      32                25      93                                                 2                                9.240
      33                25      93                                                 2                                9.240
      34                25      93                                                 2                                9.240
      35                25      93                                                 2                                9.240
      36                25      93                                                 2                                9.240
      37                25      93                                                 2                                9.240
      38                25      93                                                 2                                9.240
      39                25      93                                                 2                                9.240
      40                25      93                                                 2                                9.240
      41                25      93                                                 2                                9.240
      42                25      93                                                 2                                9.240
      43                25      93                                                 2                                9.240
      44                25      93                                                 2                                9.240
      45                25      93                                                 2                                9.240
      46                25      93                                                 2                                9.240
      47                25      93                                                 2                                9.240
      48                25      93                                                 2                                9.240
      49                25      93                                                 2                                9.240
      50                25      93                                                 2                                9.240
      57                27      91                                                 2                                3.240
      62                35                                             47          2        G                       3.240
      81                47      72                                                 1                                3.240
      82                47      72                                                 1                                3.240
      86                47      83                                                 2                                7.240
      88                47      72                                                 1                                7.240
      90                47      71                                                 2                                3.240
      92                83                                             93          4        D                       3.240
     100                47                                  132                    1        E                       3.240
     101                47      71                                                 2                                3.240
     106                35      83                                                 2                                7.240
     118                47      72                                                 1                                3.240
     124                47      72                                                 1                                7.240
     125                47      72                                                 1                                3.240
     130                47      66                            5                    2        F                       3.240
     136                26      93                                                 1                                3.240
     145                47      72                                                 1                                9.240
     147                47      71                                                 2                                3.240
    TOTAL
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                   MASTER        PRIMARY        MASTER EXCESS       PRIMARY EXCESS       TRUSTEE
     LOAN        SERV. FEE      SERV. FEE         SERV. FEE           SERV. FEE            FEE
     NO.         RATE (BPS)     RATE (BPS)       RATE (BPS)           RATE (BPS)        RATE (BPS)
-----------------------------------------------------------------------------------------------------
<S>            <C>             <C>              <C>                 <C>                 <C>
      5             2.00              1                   0                    0           0.24
      6             2.00              1                   0                    0           0.24
      7             2.00              1                   0                    0           0.24
      8             2.00              1                   0                    0           0.24
      9             2.00              1                   0                    0           0.24
      27            2.00              6                   1                    0           0.24
      30            2.00              1                   0                    0           0.24
      32            2.00              6                   1                    0           0.24
      33            2.00              6                   1                    0           0.24
      34            2.00              6                   1                    0           0.24
      35            2.00              6                   1                    0           0.24
      36            2.00              6                   1                    0           0.24
      37            2.00              6                   1                    0           0.24
      38            2.00              6                   1                    0           0.24
      39            2.00              6                   1                    0           0.24
      40            2.00              6                   1                    0           0.24
      41            2.00              6                   1                    0           0.24
      42            2.00              6                   1                    0           0.24
      43            2.00              6                   1                    0           0.24
      44            2.00              6                   1                    0           0.24
      45            2.00              6                   1                    0           0.24
      46            2.00              6                   1                    0           0.24
      47            2.00              6                   1                    0           0.24
      48            2.00              6                   1                    0           0.24
      49            2.00              6                   1                    0           0.24
      50            2.00              6                   1                    0           0.24
      57            2.00              1                   0                    0           0.24
      62            2.00              1                   0                    0           0.24
      81            2.00              1                   0                    0           0.24
      82            2.00              1                   0                    0           0.24
      86            2.00              4                   1                    0           0.24
      88            2.00              4                   1                    0           0.24
      90            2.00              1                   0                    0           0.24
      92            2.00              1                   0                    0           0.24
     100            2.00              1                   0                    0           0.24
     101            2.00              1                   0                    0           0.24
     106            2.00              4                   1                    0           0.24
     118            2.00              1                   0                    0           0.24
     124            2.00              4                   1                    0           0.24
     125            2.00              1                   0                    0           0.24
     130            2.00              1                   0                    0           0.24
     136            2.00              1                   0                    0           0.24
     145            2.00              6                   1                    0           0.24
     147            2.00              1                   0                    0           0.24
    TOTAL
</TABLE>




<PAGE>



                                  SCHEDULE II

                      WELLS FARGO BANK, N.A. LOAN SCHEDULE


2003-TOP9 MORTGAGE LOAN SCHEDULE
WELLS FARGO BANK, N.A. COLLATERAL



<TABLE>
<CAPTION>
                                                                          AGGREGATE
     LOAN                                                                  CUT-OFF       MORTGAGE       MONTHLY         MONTHLY
      NO.       SELLER    PROPERTY NAME                                  DATE BALANCE      RATE      PAYMENT (P&I)   PAYMENT (IO)
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>       <C>                                            <C>              <C>        <C>              <C>
       3        WFB       601 New Jersey Avenue                          $46,416,074       5.680%       $269,297            NAP
      24        WFB       Plaza Santa Fe                                 $17,955,713       6.200%       $118,185            NAP
      59        WFB       University Park                                $10,200,000       5.750%        $62,064        $49,554
      60        WFB       Nortel Networks Building                       $10,000,000       6.140%            NAP        $51,877
      67        WFB       Creekside Office Center                         $8,278,630       6.150%        $50,566            NAP
      68        WFB       Turlock Town Center                             $7,980,180       6.310%        $49,570            NAP
      70        WFB       Santa Maria Shopping Center                     $7,865,267       6.500%        $54,017            NAP
      74        WFB       Goldenwest & Warner Shopping Center             $7,057,194       6.200%        $51,689            NAP
      75        WFB       Foothill Promenade                              $6,982,404       6.250%        $43,100            NAP
      77        WFB       Genuardi's Family Markets                       $6,750,513       6.420%        $52,788            NAP
      78        WFB       Primrose Plaza                                  $6,371,565       6.080%        $38,701            NAP
      85        WFB       Extra Storage Valencia                          $5,330,420       6.510%        $36,157            NAP
      87        WFB       T J Maxx 'N More Store                          $5,228,681       5.940%        $33,634            NAP
      91        WFB       Bennett Valley Shopping Center                  $4,981,735       6.520%        $33,823            NAP
      96        WFB       Fountain View Apartments                        $4,571,855       6.090%        $33,195            NAP
      102       WFB       PIC Office                                      $4,209,190       6.900%        $37,963            NAP
      103       WFB       Green Mountain Corporate Center                 $4,186,475       6.350%        $26,134            NAP
      104       WFB       Eagle Rock                                      $4,085,035       6.900%        $27,003            NAP
      108       WFB       Pinebrook Village MHP                           $3,976,842       6.500%        $29,823            NAP
      109       WFB       Knightsville Crossing Shopping Center           $3,961,243       7.260%        $28,938            NAP
      110       WFB       Trail Wagons I and II                           $3,869,533       7.000%        $31,012            NAP
      111       WFB       Kretek International Building                   $3,849,623       6.830%        $34,685            NAP
      116       WFB       Devine Street Piggly Wiggly                     $3,583,708       6.850%        $25,101            NAP
      117       WFB       Banana Republic                                 $3,478,033       6.450%        $30,393            NAP
      119       WFB       A-American Santa Fe Self Storage                $3,406,396       6.080%        $22,170            NAP
      120       WFB       Planet Self Storage - Philipsburg               $1,795,702       6.350%        $11,986            NAP
      121       WFB       Planet Self Storage - Clinton                   $1,496,418       6.350%         $9,988            NAP
      123       WFB       Rockfield Plaza                                 $3,244,957       6.560%        $22,168            NAP
      126       WFB       Eureka Corporate Plaza #2                       $3,068,333       6.750%        $19,977            NAP
      127       WFB       Manchester Business Park                        $3,049,090       6.650%        $20,949            NAP
      128       WFB       Ingram Ridge Ground Lease                       $2,985,744       7.900%        $22,956            NAP
      134       WFB       Lakeside Plaza                                  $2,688,018       6.950%        $18,997            NAP
      137       WFB       Bekins Storage Building                         $2,400,575       5.960%        $20,411            NAP
      139       WFB       A-American Culver City                          $2,319,050       6.000%        $14,980            NAP
      141       WFB       Springdale Professional Center                  $2,292,686       6.400%        $14,387            NAP
      143       WFB       Sage Warehouse                                  $2,183,106       6.500%        $16,403            NAP
      146       WFB       Greenhurst Plaza                                $1,966,908       7.350%        $14,403            NAP
      148       WFB       Professional Drive                              $1,943,877       6.450%        $12,261            NAP
      149       WFB       Walgreens - Goleta                              $1,839,424       6.600%        $11,783            NAP
      150       WFB       Eastern Commerce Center                         $1,806,544       6.700%        $12,483            NAP
      151       WFB       Lakewood Village Shopping Center                $1,789,814       7.000%        $12,722            NAP
      152       WFB       Planet Self Storage - Tyburn                    $1,695,941       6.350%        $11,320            NAP
      153       WFB       Del Prado Mall                                  $1,695,727       6.250%        $10,467            NAP
      154       WFB       Paseo Camarillo                                 $1,690,649       7.150%        $12,178            NAP
      155       WFB       Slater Palms Business Park                      $1,641,691       6.290%        $10,925            NAP
      157       WFB       Timberlake Medical Building                     $1,571,352       6.500%        $10,635            NAP
      158       WFB       Glenoaks Business Center                        $1,496,083       7.150%        $10,131            NAP
      160       WFB       Eureka Corporate Plaza #3                       $1,484,356       6.750%         $9,664            NAP
      161       WFB       Foothills Shopping Center                       $1,456,626       7.200%        $17,571            NAP
      162       WFB       Vaca Valley Industrial Park                     $1,395,458       6.320%         $8,684            NAP
      163       WFB       REMEC Building                                  $1,342,574       7.150%         $9,671            NAP
      164       WFB       El Potrero Apartments                           $1,315,250       6.600%         $8,995            NAP
      165       WFB       South Mountain Center                           $1,223,170       7.100%         $8,772            NAP
      166       WFB       The Quad Professional Building                  $1,157,204       7.030%         $8,256            NAP
      167       WFB       Burnsville West Business Center                   $996,333       6.500%         $6,752            NAP
      168       WFB       Ventura Boulevard                                 $995,947       5.950%         $6,412            NAP
      169       WFB       Country Square Shopping Center                    $932,514       7.500%         $8,807            NAP
      170       WFB       Eureka Corporate Plaza #1                         $926,477       6.750%         $6,032            NAP
TOTAL                                                                   $254,463,907
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                          ORIG.                              PREPAYMENT DESCRIPTION
     LOAN           NOTE        ORIG. TERM   REM. TERM   AMORT.
      NO.           DATE          (MOS)        (MOS)      (MOS)   SEASONING   LO      DEF      DEF/YM1.00   YM3.00   YM1.00   OPEN
-----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>             <C>          <C>        <C>       <C>        <C>     <C>       <C>          <C>       <C>    <C>
       3         11/13/2002        144          142        360         2       26     114                                        4
      24         11/22/2002        120          118        300         2       35      78                                        7
      59         09/24/2002         60          56         324         4       35      21                                        4
      60         07/24/2002         60          54         IO          6       30                    26                          4
      67         10/15/2002        120          117        360         3       36      80                                        4
      68         09/27/2002        120          117        360         3       35      81                                        4
      70         11/29/2001        120          107        300        13       36      80                                        4
      74         09/16/2002        240          237        240         3       36     200                                        4
      75         10/17/2002        120          117        360         3       35      81                                        4
      77         10/30/2002        219          216        219         3       35     180                                        4
      78         07/31/2002        120          115        360         5       35      81                                        4
      85         10/04/2002        120          117        300         3       35      81                                        4
      87         10/16/2002        120          117        300         3       35      81                                        4
      91         10/18/2002        120          117        300         3       35      81                                        4
      96         09/18/2002        240          237        240         3       35     201                                        4
      102        09/16/2002        180          177        180         3       35                   141                          4
      103        09/25/2002        120          116        360         4       35      81                                        4
      104        08/14/2002        120          115        360         5       35      81                                        4
      108        09/27/2002        120          117        240         3       35      81                                        4
      109        04/15/2002        120          111        300         9       36      80                                        4
      110        08/17/2001        120          103        240        17       41      75                                        4
      111        09/06/2002        180          176        180         4       35     141                                        4
      116        09/03/2002        120          116        300         4       35      81                                        4
      117        09/03/2002        120          118        180         2       35      81                                        4
      119        11/14/2002         60          58         300         2       35      21                                        4
      120        11/21/2002        120          118        300         2       36                    79                          5
      121        11/21/2002        120          118        300         2       36                    79                          5
      123        08/20/2002        120          115        300         5       35      81                                        4
      126        07/24/2002        120          115        360         5       35      81                                        4
      127        10/01/2002        120          117        300         3       35                    81                          4
      128        07/30/2002        120          115        300         5       35      81                                        4
      134        09/23/2002        120          116        300         4       36      80                                        4
      137        10/03/2002        180          177        180         3       35     141                                        4
      139        11/04/2002         60          58         300         2       35      21                                        4
      141        09/13/2002        120          116        360         4       35      81                                        4
      143        09/18/2002        120          116        240         4       35      81                                        4
      146        09/10/2002        120          116        300         4       35      81                                        4
      148        09/11/2002        120          116        360         4       35      81                                        4
      149        09/09/2002        120          116        360         4       35      81                                        4
      150        08/30/2002        120          116        300         4       35      81                                        4
      151        08/14/2002        120          115        300         5       35                    81                          4
      152        11/21/2002        120          118        300         2       36                    79                          5
      153        10/04/2002        120          117        360         3       35      81                                        4
      154        07/25/2002        120          115        300         5       35                    81                          4
      155        09/12/2002        120          116        300         4       36      80                                        4
      157        10/28/2002        120          118        300         2       35      81                                        4
      158        08/27/2002        120          116        360         4       35      81                                        4
      160        07/24/2002        120          115        360         5       35      81                                        4
      161        08/06/2002        120          115        120         5       35      81                                        4
      162        09/16/2002        120          116        360         4       35      81                                        4
      163        08/09/2002        120          115        300         5       35      81                                        4
      164        09/16/2002        120          117        300         3       35      81                                        4
      165        08/20/2002        120          115        300         5       35      81                                        4
      166        06/28/2002        120          114        300         6       35      81                                        4
      167        10/04/2002        120          117        300         3       35      81                                        4
      168        09/30/2002        120          117        300         3       35      81                                        4
      169        07/23/2002        180          174        180         6       35     141                                        4
      170        07/24/2002        120          115        360         5       35      81                                        4
TOTAL
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                     MASTER        PRIMARY        MASTER EXCESS       PRIMARY EXCESS       TRUSTEE
     LOAN           YM         ADMINISTRATIVE      SERV. FEE      SERV. FEE         SERV. FEE           SERV. FEE            FEE
      NO.         FORMULA      COST RATE(BPS)      RATE (BPS)     RATE (BPS)       RATE (BPS)           RATE (BPS)        RATE (BPS)
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>            <C>                 <C>            <C>            <C>                    <C>              <C>
       3                              3.240            2              1                 0                   0                0.24
      24                              3.240            2              1                 0                   0                0.24
      59                              3.240            2              1                 0                   0                0.24
      60             H                3.240            2              1                 0                   0                0.24
      67                              3.240            2              1                 0                   0                0.24
      68                              3.240            2              1                 0                   0                0.24
      70                              3.240            2              1                 0                   0                0.24
      74                              8.240            2              5                 1                   0                0.24
      75                              3.240            2              1                 0                   0                0.24
      77                              3.240            2              1                 0                   0                0.24
      78                              3.240            2              1                 0                   0                0.24
      85                              8.240            2              5                 1                   0                0.24
      87                              3.240            2              1                 0                   0                0.24
      91                              3.240            2              1                 0                   0                0.24
      96                              3.240            2              1                 0                   0                0.24
      102            H                3.240            2              1                 0                   0                0.24
      103                             3.240            2              1                 0                   0                0.24
      104                             3.240            2              1                 0                   0                0.24
      108                             5.240            2              1                 2                   0                0.24
      109                            10.240            2              5                 3                   0                0.24
      110                             5.240            2              1                 2                   0                0.24
      111                             5.240            2              1                 2                   0                0.24
      116                            10.240            2              5                 3                   0                0.24
      117                             5.240            2              1                 2                   0                0.24
      119                             5.240            2              1                 2                   0                0.24
      120            H                5.240            2              1                 2                   0                0.24
      121            H                5.240            2              1                 2                   0                0.24
      123                             5.240            2              1                 2                   0                0.24
      126                             5.240            2              1                 2                   0                0.24
      127            H                5.240            2              1                 2                   0                0.24
      128                             5.240            2              1                 2                   0                0.24
      134                             5.240            2              1                 2                   0                0.24
      137                             8.240            2              1                 5                   0                0.24
      139                             8.240            2              1                 5                   0                0.24
      141                             8.240            2              1                 5                   0                0.24
      143                             8.240            2              1                 5                   0                0.24
      146                             8.240            2              1                 5                   0                0.24
      148                            10.240            2              1                 7                   0                0.24
      149                            10.240            2              1                 7                   0                0.24
      150                            10.240            2              1                 7                   0                0.24
      151            H               10.240            2              1                 7                   0                0.24
      152            H               10.240            2              1                 7                   0                0.24
      153                            10.240            2              1                 7                   0                0.24
      154            H               15.240            2              5                 8                   0                0.24
      155                            15.240            2              5                 8                   0                0.24
      157                            10.240            2              1                 7                   0                0.24
      158                            15.240            2              1                12                   0                0.24
      160                            15.240            2              1                12                   0                0.24
      161                            15.240            2              1                12                   0                0.24
      162                            15.240            2              1                12                   0                0.24
      163                            15.240            2              1                12                   0                0.24
      164                            15.240            2              1                12                   0                0.24
      165                            15.240            2              1                12                   0                0.24
      166                            15.240            2              1                12                   0                0.24
      167                            15.240            2              1                12                   0                0.24
      168                            15.240            2              1                12                   0                0.24
      169                            15.240            2              1                12                   0                0.24
      170                            15.240            2              1                12                   0                0.24
TOTAL
</TABLE>


<PAGE>



                                  SCHEDULE III

                PRINCIPAL COMMERCIAL FUNDING, LLC LOAN SCHEDULE


2003-TOP9 MORTGAGE LOAN SCHEDULE
PRINCIPAL COMMERCIAL FUNDING, LLC COLLATERAL



<TABLE>
<CAPTION>
                                                                            AGGREGATE
  LOAN                                                                       CUT-OFF       MORTGAGE      MONTHLY          MONTHLY
   NO.     SELLER    PROPERTY NAME                                         DATE BALANCE      RATE     PAYMENT (P&I)    PAYMENT (IO)
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>        <C>                                                   <C>             <C>       <C>                 <C>
   25      PCF       70-00 Austin Street & 69-30 Austin Street              $17,948,045     5.660%         $104,016             NAP
   26      PCF       6377 San Ignacio Avenue                                $15,030,486     7.350%         $121,537             NAP
   28      PCF       Riverway Plaza                                         $14,617,056     7.570%         $103,279             NAP
   56      PCF       Lake Center Office Park                                $11,341,170     6.040%          $97,292             NAP
   61      PCF       Brookside Shopping Center                               $9,245,176     5.650%          $53,521             NAP
   69      PCF       5000 West 147th Street                                  $7,978,658     6.000%          $47,964             NAP
   71      PCF       6500 Adelaide Court                                     $7,800,000     6.030%          $46,915         $39,739
   72      PCF       White Pines Apartments                                  $7,274,042     7.490%          $51,691             NAP
   73      PCF       Deer Trace Shopping Center                              $7,400,000     5.250%              NAP         $32,375
   76      PCF       Hempstead Garden Apartments                             $6,968,394     6.010%          $42,014             NAP
   79      PCF       1445 Lower Ferry Road                                   $5,984,734     6.030%          $38,768             NAP
   83      PCF       500 West North Shore Drive                              $5,526,942     6.990%          $36,887             NAP
   84      PCF       Salem Crossing Shopping Center                          $5,432,274     6.310%          $33,770             NAP
   89      PCF       Deerpath Villas                                         $4,966,610     6.810%          $32,630             NAP
   93      PCF       4-6 Just Road, 23 Kulick Road, & 53-55 Dwight Place     $4,992,100     6.190%          $30,591             NAP
   99      PCF       The Shoppes @ Thoroughbred Square                       $4,488,915     7.360%          $31,034             NAP
   107     PCF       Creek Village Apartments                                $3,983,199     5.750%          $25,164             NAP
   112     PCF       2 Frassetto Way & 3 Borinski Drive                      $3,793,833     6.090%          $23,003             NAP
   113     PCF       Bent Creek Plaza Shopping Center                        $3,731,623     6.840%          $24,518             NAP
   114     PCF       Cornerstone Shopping Center                             $3,602,869     6.360%          $31,515             NAP
   115     PCF       Aerospace Place                                         $3,587,377     7.060%          $24,096             NAP
   122     PCF       Ridgeview Heights Apartments                            $3,254,337     5.830%          $19,190             NAP
   129     PCF       Mount Tabor Place Shopping Center                       $2,960,264     6.090%          $25,462             NAP
   132     PCF       16410 Bloomfield Avenue & 12640 Moore Street            $2,885,991     6.210%          $17,780             NAP
   133     PCF       300 McGaw Drive                                         $2,870,457     6.190%          $17,590             NAP
   135     PCF       Springhurst Commons                                     $2,584,429     6.250%          $19,004             NAP
   138     PCF       430 Building                                            $2,392,858     6.660%          $15,423             NAP
   140     PCF       Silvernail II Shopping Center                           $2,315,851     6.650%          $15,917             NAP
   142     PCF       Johnstown Retail Center                                 $2,261,923     6.420%          $22,053             NAP
   144     PCF       Prospect Federal Express                                $2,094,810     6.320%          $13,026             NAP
   159     PCF       Chattahoochee Trace Shopping Center                     $1,495,042     7.290%          $10,273             NAP
  TOTAL                                                                    $180,809,467
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                 ORIG.                                     PREPAYMENT DESCRIPTION
LOAN        NOTE      ORIG. TERM   REM. TERM    AMORT.
 NO.        DATE        (MOS)        (MOS)       (MOS)     SEASONING     LO    DEF      DEF/YM1.00      YM3.00     YM1.00     OPEN
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>            <C>         <C>        <C>         <C>          <C>   <C>      <C>              <C>        <C>       <C>
 25      10/21/2002      120          117         360              3     27      89                                               4
 26      12/07/2001      120          107         180             13     37      79                                               4
 28      07/29/2002      120          114         360              6     30                       86                              4
 56      09/20/2002      180          176         180              4     28                                            148        4
 61      10/07/2002      120          117         360              3     27      89                                               4
 69      10/02/2002      120          117         360              3     27                       89                              4
 71      09/26/2002      120          116         360              4     28      88                                               4
 72      01/12/2001      120          96          360             24     48      68                                               4
 73      09/27/2002       84          80          IO               4     28                       52                              4
 76      08/30/2002      120          115         360              5     29      87                                               4
 79      11/06/2002      120          118         300              2     26      90                                               4
 83      08/26/2002      180          175         360              5      0                                            176        4
 84      10/01/2002      120          116         360              4     28      88                                               4
 89      04/08/2002      120          111         360              9     33      83                                               4
 93      11/07/2002      120          118         360              2     26      90                                               4
 99      09/05/2002      120          116         360              4     28      88                                               4
 107     10/15/2002      120          117         300              3     27                       89                              4
 112     11/07/2002      120          118         360              2     26      90                                               4
 113     07/26/2002      120          115         360              5     29      78                                              13
 114     09/30/2002      120          116         180              4     28                       88                              4
 115     08/30/2002      120          115         360              5     29      87                                               4
 122     11/07/2002      120          118         360              2     26      90                                               4
 129     09/20/2002      180          176         180              4     28     148                                               4
 132     08/21/2002      120          115         360              5     29      87                                               4
 133     11/07/2002      120          118         360              2     26      90                                               4
 135     10/31/2002      144          141         240              3     27     113                                               4
 138     09/05/2002      120          116         360              4     28      88                                               4
 140     10/14/2002      120          117         300              3     27                       89                              4
 142     09/18/2002      153          149         153              4     28     121                                               4
 144     10/08/2002      120          117         360              3     27      89                                               4
 159     08/09/2002      120          115         360              5     29      87                                               4
TOTAL
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                     MASTER        PRIMARY        MASTER EXCESS       PRIMARY EXCESS       TRUSTEE
     LOAN           YM         ADMINISTRATIVE      SERV. FEE      SERV. FEE         SERV. FEE           SERV. FEE            FEE
      NO.         FORMULA      COST RATE(BPS)      RATE (BPS)     RATE (BPS)       RATE (BPS)           RATE (BPS)        RATE (BPS)
------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>           <C>                <C>            <C>            <C>                    <C>              <C>
      25                               3.240           2              1                 0                   0                0.24
      26                               3.240           2              1                 0                   0                0.24
      28             B                 3.240           2              1                 0                   0                0.24
      56             B                 3.240           2              1                 0                   0                0.24
      61                               3.240           2              1                 0                   0                0.24
      69             B                 3.240           2              1                 0                   0                0.24
      71                               3.240           2              1                 0                   0                0.24
      72                               3.240           2              1                 0                   0                0.24
      73             B                 3.240           2              1                 0                   0                0.24
      76                               3.240           2              1                 0                   0                0.24
      79                               3.240           2              1                 0                   0                0.24
      83             B                 3.240           2              1                 0                   0                0.24
      84                               3.240           2              1                 0                   0                0.24
      89                               3.240           2              1                 0                   0                0.24
      93                               3.240           2              1                 0                   0                0.24
      99                               3.240           2              1                 0                   0                0.24
      107            B                 3.240           2              1                 0                   0                0.24
      112                              3.240           2              1                 0                   0                0.24
      113                              3.240           2              1                 0                   0                0.24
      114            B                 3.240           2              1                 0                   0                0.24
      115                              3.240           2              1                 0                   0                0.24
      122                              3.240           2              1                 0                   0                0.24
      129                              3.240           2              1                 0                   0                0.24
      132                              3.240           2              1                 0                   0                0.24
      133                              3.240           2              1                 0                   0                0.24
      135                              3.240           2              1                 0                   0                0.24
      138                              3.240           2              1                 0                   0                0.24
      140            B                 3.240           2              1                 0                   0                0.24
      142                              3.240           2              1                 0                   0                0.24
      144                              3.240           2              1                 0                   0                0.24
      159                              3.240           2              1                 0                   0                0.24
     TOTAL
</TABLE>

<PAGE>



                                   SCHEDULE IV

               JOHN HANCOCK REAL ESTATE FINANCE, INC. LOAN SCHEDULE


2003-TOP9 MORTGAGE LOAN SCHEDULE
JOHN HANCOCK REAL ESTATE FINANCE, INC. 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>
   4     JHREF    10 G Street, NE                         $42,908,451      5.660%        $248,483               NAP      11/15/2002
  21     JHREF    Parc East Apartments                    $19,922,079      5.558%        $114,280               NAP      09/27/2002
  53     JHREF    Best Buy Retail Center                  $12,337,502      6.590%         $78,952               NAP      09/04/2002
  54     JHREF    The North 40 - Building 235             $11,661,604      7.040%         $78,155               NAP      09/16/2002
  55     JHREF    Orange Town & Country                   $11,500,000      5.960%         $68,653           $57,989      11/01/2002
  58     JHREF    The North 40 - Building 236             $10,266,198      7.040%         $68,803               NAP      09/16/2002
  63     JHREF    Raintree Apartments                      $8,711,857      5.560%         $50,011               NAP      09/20/2002
  64     JHREF    Patterson Allstore                       $8,635,737      6.030%         $52,028               NAP      11/15/2002
  66     JHREF    Nora Corners Shopping Center             $8,381,045      6.230%         $51,666               NAP      08/26/2002
  95     JHREF    The Sparks Building                      $4,692,106      5.960%         $28,058               NAP      11/18/2002
  97     JHREF    Barnes & Noble Books Retail Building     $4,550,000      6.610%         $29,089           $25,411      09/20/2002
  105    JHREF    Crown Media Building                     $3,984,548      6.670%         $25,732               NAP      08/29/2002
  131    JHREF    Walgreens - Mandeville                   $2,936,440      6.770%         $20,419               NAP      09/04/2002
 TOTAL                                                   $150,487,569
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                            ORIG.                            PREPAYMENT DESCRIPTION
 LOAN         ORIG. TERM     REM. TERM     AMORT.                                                                          YM
  NO.           (MOS)          (MOS)        (MOS)     SEASONING     LO    DEF   DEF/YM1.00   YM3.00   YM1.00    OPEN     FORMULA
-----------------------------------------------------------------------------------------------------------------------------------
<S>          <C>            <C>            <C>        <C>          <C>   <C>   <C>          <C>        <C>      <C>    <C>
   4             120            118          360            2       60                                   57       3         A
  21             120            116          360            4       60                                   57       3         A
  53             120            116          360            4       60                                   56       4         A
  54             132            128          360            4       36                                   90       6         A
  55             120            117          360            3       60                                   57       3         A
  58             132            128          360            4       36                                   90       6         A
  63              60             56          360            4       36                                   22       2         A
  64             120            118          360            2       60                                   57       3         A
  66             120            116          360            4       60                                   57       3         A
  95             120            118          360            2       60                                   57       3         A
  97             120            116          360            4       60                                   57       3         A
  105            120            115          360            5       60                                   57       3         A
  131            120            116          300            4       60                                   57       3         A
 TOTAL
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                        MASTER        PRIMARY        MASTER EXCESS       PRIMARY EXCESS       TRUSTEE
     LOAN          ADMINISTRATIVE      SERV. FEE     SERV. FEE         SERV. FEE           SERV. FEE            FEE
      NO.          COST RATE(BPS)     RATE (BPS)     RATE (BPS)       RATE (BPS)           RATE (BPS)        RATE (BPS)
--------------------------------------------------------------------------------------------------------------------------
<S>               <C>                <C>             <C>             <C>                <C>               <C>
       4                  6.640            2             1                 0                  3.4               0.24
      21                  7.190            2             1                 0                  3.95              0.24
      53                  9.440            2             1                 0                  6.2               0.24
      54                  9.640            2             1                 0                  6.4               0.24
      55                  9.740            2             1                 0                  6.5               0.24
      58                 10.240            2             1                 0                   7                0.24
      63                 10.340            2             1                 0                  7.1               0.24
      64                 10.440            2             1                 0                  7.2               0.24
      66                 10.440            2             1                 0                  7.2               0.24
      95                 11.340            2             1                 0                  8.1               0.24
      97                 11.440            2             1                 0                  8.2               0.24
      105                11.740            2             1                 0                  8.5               0.24
      131                12.240            2             1                 0                   9                0.24
     TOTAL
</TABLE>




<PAGE>



                                   SCHEDULE V

         MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL INC. LOAN SCHEDULE


2003-TOP9 MORTGAGE LOAN SCHEDULE
MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL INC. COLLATERAL


<TABLE>
<CAPTION>
                                                                         AGGREGATE
 LOAN                                                                     CUT-OFF      MORTGAGE       MONTHLY            MONTHLY
  NO.       SELLER     PROPERTY NAME                                   DATE BALANCE      RATE      PAYMENT (P&I)      PAYMENT (IO)
-----------------------------------------------------------------------------------------------------------------------------------
<S>       <C>         <C>                                             <C>              <C>         <C>               <C>
   1        MSDWMC     Oakbrook Center                                 $70,748,628      5.120%         $386,367               NAP
   2        MSDWMC     1290 Avenue of the Americas                     $70,000,000      6.853%         $495,132          $405,293
  10        MSDWMC     Valley View Mall                                $37,000,000      6.150%         $231,108          $192,259
  11        MSDWMC     33 Washington Street                            $26,927,970      6.000%         $161,879               NAP
  12        MSDWMC     ARC Portfolio - Springdale Lake                  $7,056,909      7.350%          $48,875               NAP
  13        MSDWMC     ARC Portfolio - Village North                    $7,047,126      7.350%          $48,807               NAP
  14        MSDWMC     ARC Portfolio - Cloverleaf Village               $4,738,482      7.350%          $32,818               NAP
  15        MSDWMC     ARC Portfolio - Lakeside of Palm Beaches         $4,196,567      7.350%          $29,065               NAP
  16        MSDWMC     ARC Portfolio - Golden Rule                      $1,487,055      7.350%          $10,299               NAP
  17        MSDWMC     ARC Portfolio - Overholser Village               $1,251,244      7.350%           $8,666               NAP
  18        MSDWMC     ARC Portfolio - Rambling Oaks                      $491,684      7.350%           $3,405               NAP
  19        MSDWMC     ARC Portfolio - Whispering Hills                   $389,267      7.350%           $2,696               NAP
  20        MSDWMC     ARC Portfolio - Audora                             $202,650      7.350%           $1,404               NAP
  22        MSDWMC     Katun Office                                    $15,636,534      7.150%         $106,039               NAP
  23        MSDWMC     Katun Industrial                                 $3,286,660      7.150%          $22,288               NAP
  29        MSDWMC     Perryville I Corporate Park Office              $14,536,130      6.670%          $93,872               NAP
  31        MSDWMC     2700 North Central Building                     $14,475,902      6.000%          $86,935               NAP
  51        MSDWMC     Clock Tower Plaza                               $12,461,242      6.500%          $79,009               NAP
  52        MSDWMC     Madera Marketplace                              $12,379,392      6.000%          $74,344               NAP
  65        MSDWMC     Center at Shangri-La                             $8,486,786      6.250%          $52,337               NAP
  80        MSDWMC     Wall Street Plaza                                $5,702,635      6.400%          $40,648               NAP
  94        MSDWMC     1470 S. Valley Vista Drive                       $4,880,278      6.500%          $30,971               NAP
  98        MSDWMC     Affordable Self Storage                          $4,543,587      6.900%          $41,089               NAP
  156       MSDWMC     Holly Apartments I & II                          $1,637,242      7.050%          $11,715               NAP
 TOTAL                                                                $329,563,969
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                           ORIG.                              PREPAYMENT DESCRIPTION
 LOAN           NOTE        ORIG. TERM      REM. TERM     AMORT.
  NO.           DATE          (MOS)           (MOS)        (MOS)     SEASONING  LO    DEF    DEF/YM1.00   YM3.00  YM1.00      OPEN
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>             <C>             <C>          <C>        <C>        <C>   <C>    <C>            <C>    <C>         <C>
   1         10/01/2002        119             116          360            3    27     88                                       4
   2         09/09/2002        123             119          289            4    28     92                                       3
  10         09/23/2002         84             80           336            4    28     49                                       7
  11         11/01/2002        120             117          360            3    27     89                                       4
  12         05/02/2002        119             111          360            8    32     86                                       1
  13         05/02/2002        119             111          360            8    32     86                                       1
  14         05/02/2002        119             111          360            8    32     86                                       1
  15         05/02/2002        119             111          360            8    32     86                                       1
  16         05/02/2002        119             111          360            8    32     86                                       1
  17         05/02/2002        119             111          360            8    32     86                                       1
  18         05/02/2002        119             111          360            8    32     86                                       1
  19         05/02/2002        119             111          360            8    32     86                                       1
  20         05/02/2002        119             111          360            8    32     86                                       1
  22         07/05/2002        120             114          360            6    30     86                                       4
  23         07/05/2002        120             114          360            6    30     86                                       4
  29         08/16/2002        120             115          360            5    29     87                                       4
  31         11/12/2002        120             118          360            2    26     90                                       4
  51         09/05/2002        120             116          360            4    28     88                                       4
  52         11/07/2002        120             118          360            2    26     90                                       4
  65         11/05/2002        120             118          360            2    26     90                                       4
  80         08/12/2002        120             115          264            5    29     87                                       4
  94         08/29/2002         96             91           360            5    29     63                                       4
  98         10/01/2002        120             116          180            4    28     88                                       4
  156        06/17/2002        120             113          300            7    31     85                                       4
 TOTAL
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                              MASTER        PRIMARY        MASTER EXCESS       PRIMARY EXCESS       TRUSTEE
  LOAN       YM         ADMINISTRATIVE      SERV. FEE      SERV. FEE         SERV. FEE           SERV. FEE            FEE
   NO.     FORMULA      COST RATE(BPS)      RATE (BPS)     RATE (BPS)       RATE (BPS)           RATE (BPS)        RATE (BPS)
--------------------------------------------------------------------------------------------------------------------------------
<S>     <C>             <C>                <C>             <C>             <C>                 <C>                 <C>
    1                         3.240             2              1                 0                   0                0.24
    2                         3.240             2              1                 0                   0                0.24
   10                         3.240             2              1                 0                   0                0.24
   11                         3.240             2              1                 0                   0                0.24
   12                         3.240             2              1                 0                   0                0.24
   13                         3.240             2              1                 0                   0                0.24
   14                         3.240             2              1                 0                   0                0.24
   15                         3.240             2              1                 0                   0                0.24
   16                         3.240             2              1                 0                   0                0.24
   17                         3.240             2              1                 0                   0                0.24
   18                         3.240             2              1                 0                   0                0.24
   19                         3.240             2              1                 0                   0                0.24
   20                         3.240             2              1                 0                   0                0.24
   22                         3.240             2              1                 0                   0                0.24
   23                         3.240             2              1                 0                   0                0.24
   29                         3.240             2              1                 0                   0                0.24
   31                         6.240             2              3                 1                   0                0.24
   51                        13.240             2              10                1                   0                0.24
   52                         3.240             2              1                 0                   0                0.24
   65                         3.240             2              1                 0                   0                0.24
   80                         3.240             2              1                 0                   0                0.24
   94                         3.240             2              1                 0                   0                0.24
   98                         3.240             2              1                 0                   0                0.24
   156                        3.240             2              1                 0                   0                0.24
  TOTAL
</TABLE>



<PAGE>



                                   SCHEDULE VI

                      LIST OF ESCROW ACCOUNTS NOT CURRENTLY
                                ELIGIBLE ACCOUNTS



BSCMI - NONE

MSDWMC - NONE

PRINCIPAL - NONE

WELLS FARGO - NONE

JHREF - NONE





<PAGE>

                                  SCHEDULE VII

                           CERTAIN ESCROW ACCOUNTS FOR
                       WHICH A REPORT UNDER SECTION 5.1(G)
                                   IS REQUIRED

BSCMI - ATTACHED

JHREF - NONE

WELLS FARGO - ATTACHED

PRINCIPAL - ATTACHED

MSDWMC - NONE







<PAGE>

                                  SCHEDULE VIII

                     LIST OF MORTGAGORS THAT ARE THIRD PARTY
                       BENEFICIARIES UNDER SECTION 2.3(a)


WELLS - NONE

PRINCIPAL - NONE

JHREF - NONE

MSDWMC  - NONE

BSCMI - NONE





<PAGE>




                                   SCHEDULE IX

            RATES USED IN DETERMINATION OF CLASS X PASS-THROUGH RATES
               ("CLASS X-1 STRIP RATE" AND "CLASS X-2 STRIP RATE")


                    03/13/2003                             5.82133%
                    04/13/2003                             6.30074%
                    05/13/2003                             6.14090%
                    06/13/2003                             6.30071%
                    07/13/2003                             6.14085%
                    08/13/2003                             6.30068%
                    09/13/2003                             6.30068%
                    10/13/2003                             6.14079%
                    11/13/2003                             6.30066%
                    12/13/2003                             6.14075%
                    01/13/2004                             6.30063%
                    02/13/2004                             6.14070%
                    03/13/2004                             6.14082%
                    04/13/2004                             6.30057%
                    05/13/2004                             6.14061%
                    06/13/2004                             6.30054%
                    07/13/2004                             6.14055%
                    08/13/2004                             6.30050%
                    09/13/2004                             6.30050%
                    10/13/2004                             6.14048%
                    11/13/2004                             6.30046%
                    12/13/2004                             6.14043%
                    01/13/2005                             6.14040%
                    02/13/2005                             6.14039%
      For any Distribution Date on or after
                    03/13/2005                                0%



<PAGE>



                                   SCHEDULE X

            RATES USED IN DETERMINATION OF CLASS X PASS-THROUGH RATES
               ("CLASS X-1 STRIP RATE" AND "CLASS X-2 STRIP RATE")


                03/13/2003                               5.82133%
                04/13/2003                               6.30074%
                05/13/2003                               6.14090%
                06/13/2003                               6.30071%
                07/13/2003                               6.14085%
                08/13/2003                               6.30068%
                09/13/2003                               6.30068%
                10/13/2003                               6.14079%
                11/13/2003                               6.30066%
                12/13/2003                               6.14075%
                01/13/2004                               6.30063%
                02/13/2004                               6.14070%
                03/13/2004                               6.14082%
                04/13/2004                               6.30057%
                05/13/2004                               6.14061%
                06/13/2004                               6.30054%
                07/13/2004                               6.14055%
                08/13/2004                               6.30050%
                09/13/2004                               6.30050%
                10/13/2004                               6.14048%
                11/13/2004                               6.30046%
                12/13/2004                               6.14043%
                01/13/2005                               6.14040%
                02/13/2005                               6.14039%
                03/13/2005                               6.14088%
                04/13/2005                               6.30036%
                05/13/2005                               6.14029%
                06/13/2005                               6.30033%
                07/13/2005                               6.14025%
                08/13/2005                               6.30030%
                09/13/2005                               6.30029%
                10/13/2005                               6.14018%
                11/13/2005                               6.30026%
                12/13/2005                               6.14013%
                01/13/2006                               6.14009%
                02/13/2006                               6.14007%
   For any Distribution Date on or after
                03/13/2006                                  0%





<PAGE>

                                  SCHEDULE XI

           RATES USED IN DETERMINATION OF CLASS X PASS-THROUGH RATES
              ("CLASS X-1 STRIP RATE" AND "CLASS X-2 STRIP RATE")


                 03/13/2003                             5.82133%
                 04/13/2003                             6.30074%
                 05/13/2003                             6.14090%
                 06/13/2003                             6.30071%
                 07/13/2003                             6.14085%
                 08/13/2003                             6.30068%
                 09/13/2003                             6.30068%
                 10/13/2003                             6.14079%
                 11/13/2003                             6.30066%
                 12/13/2003                             6.14075%
                 01/13/2004                             6.30063%
                 02/13/2004                             6.14070%
                 03/13/2004                             6.14082%
                 04/13/2004                             6.30057%
                 05/13/2004                             6.14061%
                 06/13/2004                             6.30054%
                 07/13/2004                             6.14055%
                 08/13/2004                             6.30050%
                 09/13/2004                             6.30050%
                 10/13/2004                             6.14048%
                 11/13/2004                             6.30046%
                 12/13/2004                             6.14043%
                 01/13/2005                             6.14040%
                 02/13/2005                             6.14039%
                 03/13/2005                             6.14088%
                 04/13/2005                             6.30036%
                 05/13/2005                             6.14029%
                 06/13/2005                             6.30033%
                 07/13/2005                             6.14025%
                 08/13/2005                             6.30030%
                 09/13/2005                             6.30029%
                 10/13/2005                             6.14018%
                 11/13/2005                             6.30026%
                 12/13/2005                             6.14013%
                 01/13/2006                             6.14009%
                 02/13/2006                             6.14007%
                 03/13/2006                             6.14060%
                 04/13/2006                             6.30013%
                 05/13/2006                             6.13996%
                 06/13/2006                             6.30008%
                 07/13/2006                             6.13990%
                 08/13/2006                             6.30004%

<PAGE>

                 09/13/2006                             6.30003%
                 10/13/2006                             6.13981%
                 11/13/2006                             6.29998%
                 12/13/2006                             6.13974%
                 01/13/2007                             6.13970%
                 02/13/2007                             6.13967%
   For any Distribution Date on or after
                 03/13/2007                                0%









<PAGE>


                                  SCHEDULE XII

            RATES USED IN DETERMINATION OF CLASS X PASS-THROUGH RATES
               ("CLASS X-1 STRIP RATE" AND "CLASS X-2 STRIP RATE")


                 03/13/2003                             5.82133%
                 04/13/2003                             6.30074%
                 05/13/2003                             6.14090%
                 06/13/2003                             6.30071%
                 07/13/2003                             6.14085%
                 08/13/2003                             6.30068%
                 09/13/2003                             6.30068%
                 10/13/2003                             6.14079%
                 11/13/2003                             6.30066%
                 12/13/2003                             6.14075%
                 01/13/2004                             6.30063%
                 02/13/2004                             6.14070%
                 03/13/2004                             6.14082%
                 04/13/2004                             6.30057%
                 05/13/2004                             6.14061%
                 06/13/2004                             6.30054%
                 07/13/2004                             6.14055%
                 08/13/2004                             6.30050%
                 09/13/2004                             6.30050%
                 10/13/2004                             6.14048%
                 11/13/2004                             6.30046%
                 12/13/2004                             6.14043%
                 01/13/2005                             6.14040%
                 02/13/2005                             6.14039%
                 03/13/2005                             6.14088%
                 04/13/2005                             6.30036%
                 05/13/2005                             6.14029%
                 06/13/2005                             6.30033%
                 07/13/2005                             6.14025%
                 08/13/2005                             6.30030%
                 09/13/2005                             6.30029%
                 10/13/2005                             6.14018%
                 11/13/2005                             6.30026%
                 12/13/2005                             6.14013%
                 01/13/2006                             6.14009%
                 02/13/2006                             6.14007%
                 03/13/2006                             6.14060%
                 04/13/2006                             6.30013%
                 05/13/2006                             6.13996%
                 06/13/2006                             6.30008%
                 07/13/2006                             6.13990%
                 08/13/2006                             6.30004%


<PAGE>

                 09/13/2006                             6.30003%
                 10/13/2006                             6.13981%
                 11/13/2006                             6.29998%
                 12/13/2006                             6.13974%
                 01/13/2007                             6.13970%
                 02/13/2007                             6.13967%
                 03/13/2007                             6.14024%
                 04/13/2007                             6.29981%
                 05/13/2007                             6.13953%
                 06/13/2007                             6.29975%
                 07/13/2007                             6.13945%
                 08/13/2007                             6.29969%
                 09/13/2007                             6.29998%
                 10/13/2007                             6.14003%
                 11/13/2007                             6.31093%
                 12/13/2007                             6.14994%
                 01/13/2008                             6.31149%
                 02/13/2008                             6.15070%
   For any Distribution Date on or after
                 03/13/2008                                0%





<PAGE>



                                  SCHEDULE XIII

            RATES USED IN DETERMINATION OF CLASS X PASS-THROUGH RATES
               ("CLASS X-1 STRIP RATE" AND "CLASS X-2 STRIP RATE")


                03/13/2003                             5.82133%
                04/13/2003                             6.30074%
                05/13/2003                             6.14090%
                06/13/2003                             6.30071%
                07/13/2003                             6.14085%
                08/13/2003                             6.30068%
                09/13/2003                             6.30068%
                10/13/2003                             6.14079%
                11/13/2003                             6.30066%
                12/13/2003                             6.14075%
                01/13/2004                             6.30063%
                02/13/2004                             6.14070%
                03/13/2004                             6.14082%
                04/13/2004                             6.30057%
                05/13/2004                             6.14061%
                06/13/2004                             6.30054%
                07/13/2004                             6.14055%
                08/13/2004                             6.30050%
                09/13/2004                             6.30050%
                10/13/2004                             6.14048%
                11/13/2004                             6.30046%
                12/13/2004                             6.14043%
                01/13/2005                             6.14040%
                02/13/2005                             6.14039%
                03/13/2005                             6.14088%
                04/13/2005                             6.30036%
                05/13/2005                             6.14029%
                06/13/2005                             6.30033%
                07/13/2005                             6.14025%
                08/13/2005                             6.30030%
                09/13/2005                             6.30029%
                10/13/2005                             6.14018%
                11/13/2005                             6.30026%
                12/13/2005                             6.14013%
                01/13/2006                             6.14009%
                02/13/2006                             6.14007%
                03/13/2006                             6.14060%
                04/13/2006                             6.30013%
                05/13/2006                             6.13996%
                06/13/2006                             6.30008%
                07/13/2006                             6.13990%
                08/13/2006                             6.30004%

<PAGE>

                09/13/2006                             6.30003%
                10/13/2006                             6.13981%
                11/13/2006                             6.29998%
                12/13/2006                             6.13974%
                01/13/2007                             6.13970%
                02/13/2007                             6.13967%
                03/13/2007                             6.14024%
                04/13/2007                             6.29981%
                05/13/2007                             6.13953%
                06/13/2007                             6.29975%
                07/13/2007                             6.13945%
                08/13/2007                             6.29969%
                09/13/2007                             6.29998%
                10/13/2007                             6.14003%
                11/13/2007                             6.31093%
                12/13/2007                             6.14994%
                01/13/2008                             6.31149%
                02/13/2008                             6.15070%
                03/13/2008                             6.15085%
                04/13/2008                             6.31116%
                05/13/2008                             6.15035%
                06/13/2008                             6.31094%
                07/13/2008                             6.15012%
                08/13/2008                             6.31071%
                09/13/2008                             6.31061%
                10/13/2008                             6.14978%
                11/13/2008                             6.31038%
                12/13/2008                             6.14953%
                01/13/2009                             6.14939%
                02/13/2009                             6.14928%
  For any Distribution Date on or after
                03/13/2009                                0%







<PAGE>



                                  SCHEDULE XIV

            RATES USED IN DETERMINATION OF CLASS X PASS-THROUGH RATES
               ("CLASS X-1 STRIP RATE" AND "CLASS X-2 STRIP RATE")


                       03/13/2003                       5.82133%
                       04/13/2003                       6.30074%
                       05/13/2003                       6.14090%
                       06/13/2003                       6.30071%
                       07/13/2003                       6.14085%
                       08/13/2003                       6.30068%
                       09/13/2003                       6.30068%
                       10/13/2003                       6.14079%
                       11/13/2003                       6.30066%
                       12/13/2003                       6.14075%
                       01/13/2004                       6.30063%
                       02/13/2004                       6.14070%
                       03/13/2004                       6.14082%
                       04/13/2004                       6.30057%
                       05/13/2004                       6.14061%
                       06/13/2004                       6.30054%
                       07/13/2004                       6.14055%
                       08/13/2004                       6.30050%
                       09/13/2004                       6.30050%
                       10/13/2004                       6.14048%
                       11/13/2004                       6.30046%
                       12/13/2004                       6.14043%
                       01/13/2005                       6.14040%
                       02/13/2005                       6.14039%
                       03/13/2005                       6.14088%
                       04/13/2005                       6.30036%
                       05/13/2005                       6.14029%
                       06/13/2005                       6.30033%
                       07/13/2005                       6.14025%
                       08/13/2005                       6.30030%
                       09/13/2005                       6.30029%
                       10/13/2005                       6.14018%
                       11/13/2005                       6.30026%
                       12/13/2005                       6.14013%
                       01/13/2006                       6.14009%
                       02/13/2006                       6.14007%
                       03/13/2006                       6.14060%
                       04/13/2006                       6.30013%
                       05/13/2006                       6.13996%
                       06/13/2006                       6.30008%
                       07/13/2006                       6.13990%
                       08/13/2006                       6.30004%

<PAGE>

                       09/13/2006                       6.30003%
                       10/13/2006                       6.13981%
                       11/13/2006                       6.29998%
                       12/13/2006                       6.13974%
                       01/13/2007                       6.13970%
                       02/13/2007                       6.13967%
                       03/13/2007                       6.14024%
                       04/13/2007                       6.29981%
                       05/13/2007                       6.13953%
                       06/13/2007                       6.29975%
                       07/13/2007                       6.13945%
                       08/13/2007                       6.29969%
                       09/13/2007                       6.29998%
                       10/13/2007                       6.14003%
                       11/13/2007                       6.31093%
                       12/13/2007                       6.14994%
                       01/13/2008                       6.31149%
                       02/13/2008                       6.15070%
                       03/13/2008                       6.15085%
                       04/13/2008                       6.31116%
                       05/13/2008                       6.15035%
                       06/13/2008                       6.31094%
                       07/13/2008                       6.15012%
                       08/13/2008                       6.31071%
                       09/13/2008                       6.31061%
                       10/13/2008                       6.14978%
                       11/13/2008                       6.31038%
                       12/13/2008                       6.14953%
                       01/13/2009                       6.14939%
                       02/13/2009                       6.14928%
                       03/13/2009                       6.14996%
                       04/13/2009                       6.30971%
                       05/13/2009                       6.14885%
                       06/13/2009                       6.30946%
                       07/13/2009                       6.14858%
                       08/13/2009                       6.30919%
                       09/13/2009                       6.31362%
                       10/13/2009                       6.18544%
                       11/13/2009                       6.36910%
                       12/13/2009                       6.19892%
                       01/13/2010                       6.22041%
                       02/13/2010                       6.22040%
         For any Distribution Date on or after
                       03/13/2010                          0%



<PAGE>



                                   SCHEDULE XV

            RATES USED IN DETERMINATION OF CLASS X PASS-THROUGH RATES
               ("CLASS X-1 STRIP RATE" AND "CLASS X-2 STRIP RATE")


                  03/13/2003                      5.82133%
                  04/13/2003                      6.30074%
                  05/13/2003                      6.14090%
                  06/13/2003                      6.30071%
                  07/13/2003                      6.14085%
                  08/13/2003                      6.30068%
                  09/13/2003                      6.30068%
                  10/13/2003                      6.14079%
                  11/13/2003                      6.30066%
                  12/13/2003                      6.14075%
                  01/13/2004                      6.30063%
                  02/13/2004                      6.14070%
                  03/13/2004                      6.14082%
                  04/13/2004                      6.30057%
                  05/13/2004                      6.14061%
                  06/13/2004                      6.30054%
                  07/13/2004                      6.14055%
                  08/13/2004                      6.30050%
                  09/13/2004                      6.30050%
                  10/13/2004                      6.14048%
                  11/13/2004                      6.30046%
                  12/13/2004                      6.14043%
                  01/13/2005                      6.14040%
                  02/13/2005                      6.14039%
                  03/13/2005                      6.14088%
                  04/13/2005                      6.30036%
                  05/13/2005                      6.14029%
                  06/13/2005                      6.30033%
                  07/13/2005                      6.14025%
                  08/13/2005                      6.30030%
                  09/13/2005                      6.30029%
                  10/13/2005                      6.14018%
                  11/13/2005                      6.30026%
                  12/13/2005                      6.14013%
                  01/13/2006                      6.14009%
                  02/13/2006                      6.14007%
                  03/13/2006                      6.14060%
                  04/13/2006                      6.30013%
                  05/13/2006                      6.13996%
                  06/13/2006                      6.30008%
                  07/13/2006                      6.13990%
                  08/13/2006                      6.30004%

<PAGE>

                  09/13/2006                      6.30003%
                  10/13/2006                      6.13981%
                  11/13/2006                      6.29998%
                  12/13/2006                      6.13974%
                  01/13/2007                      6.13970%
                  02/13/2007                      6.13967%
                  03/13/2007                      6.14024%
                  04/13/2007                      6.29981%
                  05/13/2007                      6.13953%
                  06/13/2007                      6.29975%
                  07/13/2007                      6.13945%
                  08/13/2007                      6.29969%
                  09/13/2007                      6.29998%
                  10/13/2007                      6.14003%
                  11/13/2007                      6.31093%
                  12/13/2007                      6.14994%
                  01/13/2008                      6.31149%
                  02/13/2008                      6.15070%
                  03/13/2008                      6.15085%
                  04/13/2008                      6.31116%
                  05/13/2008                      6.15035%
                  06/13/2008                      6.31094%
                  07/13/2008                      6.15012%
                  08/13/2008                      6.31071%
                  09/13/2008                      6.31061%
                  10/13/2008                      6.14978%
                  11/13/2008                      6.31038%
                  12/13/2008                      6.14953%
                  01/13/2009                      6.14939%
                  02/13/2009                      6.14928%
                  03/13/2009                      6.14996%
                  04/13/2009                      6.30971%
                  05/13/2009                      6.14885%
                  06/13/2009                      6.30946%
                  07/13/2009                      6.14858%
                  08/13/2009                      6.30919%
                  09/13/2009                      6.31362%
                  10/13/2009                      6.18544%
                  11/13/2009                      6.36910%
                  12/13/2009                      6.19892%
                  01/13/2010                      6.22041%
                  02/13/2010                      6.22040%
                  03/13/2010                      6.22133%
                  04/13/2010                      6.39060%
                  05/13/2010                      6.22030%
                  06/13/2010                      6.39061%
                  07/13/2010                      6.21916%
                  08/13/2010                      6.38928%


<PAGE>

                  09/13/2010                      6.38929%
                  10/13/2010                      6.21909%
                  11/13/2010                      6.38929%
                  12/13/2010                      6.20917%
                  01/13/2011                      6.20912%
                  02/13/2011                      6.20909%






<PAGE>
                                  SCHEDULE XVI

          MORTGAGE LOANS SECURED BY MORTGAGED PROPERTIES COVERED BY AN
                         ENVIRONMENTAL INSURANCE POLICY

                                      NONE



<PAGE>

                                  SCHEDULE XVII

            LIST OF MORTGAGE LOANS THAT HAVE SCHEDULED PAYMENTS AFTER
                         THE END OF A COLLECTION PERIOD

                                      NONE